UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.              )

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HITTITE MICROWAVE CORPORATION
(Name of Registrant as Specified In Its Charter)
Not Applicable
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HITTITE MICROWAVE CORPORATION
20 Alpha Road
Chelmsford, Massachusetts  01824

NOTICE OF 2007 ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholder:

We invite you to attend our 2007 Annual Meeting of Stockholders, which is being held as follows:

Date:	Tuesday, June 12, 2007
Time:	10:00 a.m., local time
Location:	Foley Hoag LLP
	Thirteenth Floor
	Seaport World Trade Center West
	155 Seaport Boulevard
	Boston, Massachusetts 02210

At the meeting, we will ask our stockholders to:

·elect six directors, each for a one-year term;

·ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2007; and

·consider any other business properly presented at the meeting.

You may vote on these matters in person or by proxy. Whether or not you plan to attend the meeting, we ask that you promptly complete and return the enclosed proxy card in the enclosed addressed, postage-paid envelope, so that your shares will be represented and voted at the meeting in accordance with your wishes. If you attend the meeting, you may withdraw your proxy and vote your shares in person. Only stockholders of record at the close of business on April 23, 2007 may vote at the meeting.

	By order of the Board of Directors,
	Robert W. Sweet, Jr.
	Secretary
April 30, 2007

PROXY STATEMENT
FOR THE
HITTITE MICROWAVE CORPORATION
2007 ANNUAL MEETING OF STOCKHOLDERS

Table of Contents

	Page
INFORMATION ABOUT THE MEETING
The Meeting	1
This Proxy Solicitation	1
Who May Vote	1
How to Vote	1
Shares Held by Brokers or Nominees	2
Quorum Required to Transact Business	2
Multiple Stockholders Sharing the Same Address	2
PROPOSAL 1:   ELECTION OF DIRECTORS
Nominees for Election	3
PROPOSAL 2:   RATIFICATION OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM	4
OUR BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
Board of Directors	5
Committees of the Board of Directors	5
Compensation Committee Interlocks and Insider Participation	6
Director Compensation	6
Stock Ownership Policy	8
Meetings of the Board of Directors	9
Policy Regarding Board Attendance	9
Director Candidates and Selection Process	9
Communications with our Board of Directors	9
Code of Ethics	10
Executive Officers	10
Compensation of Executive Officers	11
Equity Compensation Plan Information	15
Compensation Discussion and Analysis	15
Compensation Committee Report	18
INFORMATION ABOUT COMMON STOCK OWNERSHIP AND PERFORMANCE
Stock Owned by Directors, Executive Officers and Greater-Than-5% Stockholders	19
Section 16(a) Beneficial Ownership Reporting Compliance	21

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INFORMATION ABOUT OUR AUDIT COMMITTEE AND AUDITORS
Audit Committee Report	22
Our Auditors	23
Fees for Professional Services	23
Pre-Approval Policies and Procedures	23
Whistleblower Procedures	24
OTHER MATTERS
Other Business	24
Stockholder Proposals for 2008 Annual Meeting	24

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INFORMATION ABOUT THE MEETING

The Meeting

The 2007 Annual Meeting of Stockholders of Hittite Microwave Corporation will be held at 10:00 a.m., local time, on Tuesday, June 12, 2007 at the offices of Foley Hoag LLP, Thirteenth Floor, Seaport World Trade Center West, 155 Seaport Boulevard, Boston, Massachusetts 02210. At the meeting, stockholders of record on the record date for the meeting who are present or represented by proxy will have the opportunity to vote on the following matters:

·the election of six directors, each for a one-year term;

·the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2007; and

·any other business properly presented at the meeting.

This Proxy Solicitation

We have sent you this proxy statement and the enclosed proxy card because our board of directors is soliciting your proxy to vote at the meeting (including any adjournment or postponement of the meeting).

·This proxy statement summarizes information about the proposals to be considered at the meeting and other information you may find useful in determining how to vote.

·The proxy card is the means by which you actually authorize another person to vote your shares at the meeting in accordance with your instructions.

We will pay the cost of soliciting proxies. Our directors, officers and employees may solicit proxies in person, by telephone or by other means. We will reimburse brokers and other nominee holders of shares for expenses they incur in forwarding proxy materials to the beneficial owners of those shares. We do not plan to retain the services of a proxy solicitation firm to assist us in this solicitation.

We will mail this proxy statement and the enclosed proxy card to stockholders for the first time on or about May 11, 2007. In this mailing, we will include a copy of our 2006 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2006 (excluding exhibits), as filed with the Securities and Exchange Commission.

Who May Vote

Holders of record of our common stock at the close of business on April 23, 2007 are entitled to one vote per share of common stock on each proposal properly brought before the annual meeting.

A list of stockholders entitled to vote will be available at the annual meeting. In addition, you may contact our Chief Financial Officer, William W. Boecke, at our offices located at 20 Alpha Road, Chelmsford, Massachusetts 01824, to make arrangements to review a copy of the stockholder list at those offices, between the hours of 9:00 a.m. and 5:30 p.m., local time, on any business day up to the time of the annual meeting.

How to Vote

You are entitled to one vote at the meeting for each share of common stock registered in your name at the close of business on April 23, 2007, the record date for the meeting. You may vote your shares at the meeting in person or by proxy.

·To vote in person, you must attend the meeting, and then complete and submit the ballot provided at the meeting.

·To vote by proxy, you must complete and return the enclosed proxy card. Your proxy card will be valid only if you sign, date and return it before the meeting. By completing and returning the proxy

card, you will direct the persons named on the proxy card to vote your shares at the meeting in the manner you specify. If you complete all of the proxy card except the voting instructions, then the designated persons will vote your shares FOR the election of the nominated directors and FOR the ratification of our independent registered public accounting firm. If any other business properly comes before the meeting, then the designated persons will have the discretion to vote in any manner.

If you vote by proxy, you may revoke your proxy at any time before it is exercised by taking one of the following actions:

·sending written notice to our Secretary at our address set forth on the notice of meeting appearing on the cover of this proxy statement;

·voting again by proxy on a later date; or

·attending the meeting, notifying our Secretary that you are present, and then voting in person.

Shares Held by Brokers or Nominees

If a broker or nominee holds shares of our common stock for you in its name as record holder, then this proxy statement may have been forwarded to you with a voting instruction card, which allows you to instruct the broker or nominee how to vote your shares on the proposals described herein. To vote by proxy, you should follow the directions provided with the voting instruction card. If your shares are held by a broker and you do not provide timely voting instructions, the broker may have discretionary authority to vote your shares on matters which are considered routine. For non-routine matters, if you do not provide instructions, the broker will not vote your shares, which results in a “broker non-vote.”  To vote your shares in person, you must obtain a properly executed legal proxy from the record holder of the shares which identifies you as a Hittite stockholder and authorizes you to act on behalf of the record holder with respect to a specified number of shares.

Quorum Required to Transact Business

At the close of business on April 23, 2007, 30,898,114 shares of common stock were outstanding. Our by-laws require that a majority of our common stock be represented, in person or by proxy, at the meeting in order to constitute the quorum we need to transact business at the meeting. We will count abstentions and broker non-votes in determining whether a quorum exists.

Multiple Stockholders Sharing the Same Address

If you and other residents at your mailing address own shares of common stock through a broker or other nominee, you may have elected to receive only one copy of this proxy statement and our 2006 Annual Report. If you and other residents at your mailing address own shares of common stock in your own names, you may have received only one copy of this proxy statement and our 2006 Annual Report unless you provided our transfer agent with contrary instructions.

This practice, known as “householding,” is designed to reduce our printing and postage costs. You may promptly obtain an additional copy of this proxy statement, enclosed proxy card and our 2006 Annual Report by sending a written request to Hittite Microwave Corporation, attention William W. Boecke, Chief Financial Officer, 20 Alpha Road, Chelmsford, Massachusetts 01824, or by calling Mr. Boecke at (978) 250-3343. If you hold your shares through a broker or other nominee and wish to discontinue householding or to change your householding election, you may do so by calling 1 (800) 542-1061 or writing to ADP, 51 Mercedes Way, Edgewood, NY 11717. If you hold shares in your own name and wish to discontinue householding or change your householding election, you may do so by calling 1 (800) 937-5449 or writing to American Stock Transfer & Trust Company, 59 Maiden Lane, New York, NY 10038.

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PROPOSAL 1:   ELECTION OF DIRECTORS

The first proposal on the agenda for the meeting is the election of six persons to serve as directors. The term of each director elected at our 2007 annual meeting of stockholders will begin at the meeting and end at our 2008 annual meeting of stockholders, or, if later, when the director’s successor has been elected and has qualified.

Nominees for Election

The following table sets forth certain information as of April 30, 2007 regarding our incumbent directors, each of whom has been nominated for re-election.

Name	Age		Position
Yalcin Ayasli, Sc.D.		61	Founder, Director and Chairman Emeritus
Stephen G. Daly		41	Chairman of the Board, President and Chief Executive Officer
Bruce R. Evans		48	Director
Rick D. Hess		53	Director
Cosmo S. Trapani		68	Director
Franklin Weigold		68	Director

Yalcin Ayasli, Sc.D. founded Hittite Microwave Corporation in 1985 and has served as a member of our board of directors since inception. Until December 2004, Dr. Ayasli also served as our Chief Executive Officer and until December 2005, Dr. Ayasli served as our Chairman. Dr. Ayasli has been involved in theoretical and experimental studies of microwave monolithic integrated circuits techniques involving GaAs field-effect transistors and related devices since 1979. Dr. Ayasli is the author of a number of technical papers and holds several patents related to FETs and their monolithic applications. He was the General Chairman of the 1987 IEEE Microwave and Millimeter-Wave Monolithic Circuits Symposium. He is also a co-recipient of 1986 IEEE Microwave Prize for his work on wide-band monolithic traveling-wave amplifiers. He was elected a Fellow of IEEE in 1994. Dr. Ayasli received a B.S. in Electrical Engineering from Middle East Technical University, Ankara, Turkey. He received an M.S. in Electrical Engineering and an Sc.D. from the Massachusetts Institute of Technology.

Stephen G. Daly has served as our President since January 2004, and as our Chief Executive Officer since December 2004. He has served as a member of our board of directors since January 2004, and as our Chairman since December 2005. Since joining Hittite in 1996, Mr. Daly has held various positions, including Applications Engineer, Principal Sales Engineer, Director of Sales and Director of Marketing. From 1992 to 1996, Mr. Daly held sales management positions at Alpha Industries and M/A-COM, which are RF and microwave semiconductor companies. From 1988 to 1992, Mr. Daly held various microwave design engineering positions at Raytheon’s Missile Systems Division and Special Microwave Device Operations Division. Mr. Daly received a B.S. in Electrical Engineering from Northeastern University.

Bruce R. Evans has served as a member of our board of directors since 2001. Mr. Evans is a Managing Partner at Summit Partners, a private equity and venture capital firm, which he joined in 1986. Previously, he worked for IBM Corporation. Mr. Evans serves on the board of directors of optionsXpress Holdings, Inc., an online options and stock brokerage firm, Unica Corporation, a provider of enterprise marketing management software, and several privately-held companies. In addition, he is a member of Vanderbilt University’s Investment Committee. Mr. Evans received a B.E. in mechanical engineering and economics from Vanderbilt University and an M.B.A. from Harvard Business School.

Rick D. Hess has served as a member of our board of directors since 2005. Mr. Hess has served as President and Chief Operating Officer of Konarka Technologies, Inc., a developer of photovoltaic cells on

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plastic, since 2006. Mr. Hess served as President and Chief Executive Officer of Integrated Fuel Cell Technologies, Inc., or IFCT, a developer of fuel cell systems, from 2004 to 2006. IFCT filed a petition for voluntary bankruptcy in the U.S. Bankruptcy Court for the District of Delaware on April 12, 2006. From 1999 to 2004, Mr. Hess served as President of M/A-COM. Mr. Hess received a B.S. in Electrical Engineering from Purdue University and an M.S. in Electrical Engineering from Johns Hopkins University.

Cosmo S. Trapani has served as a member of our board of directors since 2000. From 2000 to 2002, Mr. Trapani served as Vice President and Chief Financial Officer of PRI Automation, Inc. From 1999 to 2000, Mr. Trapani was Senior Vice President and Chief Financial Officer at Circor International, Inc., a manufacturer of fluid control systems. From 1990 to 1998, Mr. Trapani was Executive Vice President and Chief Financial Officer of Unitrode Corporation, a manufacturer of analog and mixed-signal integrated circuits. Prior to Unitrode Mr. Trapani was Vice President Finance for Instron Corporation, a testing products company, and Corporate Controller and General Manager of Computervision CAD/CAM Division, an integrated computer systems company. Mr. Trapani is a member of the board of directors and Chairman of the audit committee of Ibis Technology, a manufacturer of equipment for the semiconductor industry. He is also a member of the board of directors of LNX Corporation, a privately held provider of microwave and millimeter-wave products. Mr. Trapani is a Certified Public Accountant and has been a member of various societies including AICPA, Massachusetts Society of CPAs, Board of Directors of Massachusetts Society of CPAs, and Chapter President of IMA. Mr. Trapani received a B.S. from Boston College and was a Commanding Officer in the U.S. Army.

Franklin Weigold has served as a member of our board of directors since 2003. From 1999 to 2003, Mr. Weigold served as Vice President and General Manager of The Micromachined Products Division of Analog Devices, Inc., and from 1992 to 1999 was Vice President and General Manager of its Transportation and Industrial Products Division. Prior to joining Analog Devices, Mr. Weigold served as President and Chief Operating Officer of Unitrode Corporation. Previously, he was President of Silicon General Inc. Mr. Weigold received a B.S. in Electrical Engineering from Michigan Technological University and an M.B.A. from the University of Pittsburgh.

If for any reason any of the nominees becomes unavailable for election, the persons designated in the proxy card may vote the shares represented by proxy for the election of a substitute nominated by the board of directors. Each nominee has consented to serve as a director if elected, and we currently have no reason to believe that any of them will be unable to serve.

The six persons receiving the greatest number of votes cast will be elected as directors. We will not count votes withheld or broker non-votes when we tabulate votes cast for the election of a director.

OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF MESSRS. AYASLI, DALY, EVANS, HESS, TRAPANI AND WEIGOLD AS DIRECTORS.

PROPOSAL 2:   RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers LLP currently serves as our independent registered public accounting firm and audited our consolidated financial statements and our management’s assessment of internal control over financial reporting, and of our internal control over financial reporting, for the year ended December 31, 2006. Our audit committee has appointed PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for 2007, and to conduct audits of our consolidated financial statements, of management’s assessment of internal control over financial reporting, and of our internal control over financial reporting, for the year ending December 31, 2007.

Our audit committee is responsible for selecting and appointing our independent registered public accounting firm, and this appointment is not required to be ratified by our shareholders. However, our

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audit committee has recommended that the board of directors submit this matter to the shareholders as a matter of good corporate practice. If the shareholders fail to ratify the appointment, the audit committee will reconsider whether to retain PricewaterhouseCoopers LLP, and may retain that firm or another without re-submitting the matter to our shareholders. Even if the appointment is ratified, the audit committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of Hittite and our shareholders.

In order to pass, this proposal must receive a majority of the votes cast with respect to this matter. We will count abstentions but not broker non-votes when we tabulate votes cast, and, as a result, an abstention with respect to this proposal will have the same effect as a vote against the proposal.

OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2007.

OUR BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

Board of Directors

The members of our board of directors are elected annually at our annual meeting of stockholders. A majority of our directors are independent within the meaning of the applicable rules of the SEC and The Nasdaq Stock Market, LLC. Specifically, our board of directors has determined that each of Messrs. Evans, Hess, Trapani and Weigold is an independent director.

Committees of the Board of Directors

Our board of directors has established an audit committee, a compensation committee and a nominating committee, which are the only standing committees of the board of directors.

Audit committee.   The current members of our audit committee are Mr. Trapani, who serves as Chairman, Mr. Hess and Mr. Weigold. Our board of directors has determined that each member of the audit committee is an independent director, and that Mr. Trapani qualifies as an “audit committee financial expert,” as defined by applicable rules of the SEC and The Nasdaq Stock Market, LLC. The audit committee assists our board of directors in its oversight of:

·the integrity of our financial statements;

·our compliance with legal and regulatory requirements;

·the qualifications and independence of our independent registered public accounting firm; and

·the performance of our independent registered public accounting firm.

The audit committee has direct responsibility for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm. The audit committee establishes and implements policies and procedures for the pre-approval of all audit services and all permissible non-audit services provided by our independent registered public accounting firm. During the year ended December 31, 2006, our audit committee met in person or by telephone seven times. The charter of our audit committee, as approved by our board of directors, was attached as Appendix A to our proxy statement for the 2006 annual meeting of stockholders.

Compensation committee.   The current members of our compensation committee are Mr. Weigold, who serves as Chairman, and Mr. Evans, each of whom is an independent director. The compensation committee:

·recommends to the board of directors the compensation and benefits of our executive officers;

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·reviews and makes recommendations to the board of directors regarding benefit plans and programs for employee compensation; and

·administers our equity compensation plans.

During the year ended December 31, 2006, our compensation committee met in person or by telephone five times and acted twice by unanimous written consent. The charter of our compensation committee, as approved by our board of directors, was attached as Appendix B to our proxy statement for the 2006 annual meeting of stockholders.

Nominating committee.   The current members of our nominating committee are Mr. Hess, who serves as Chairman, and Mr. Weigold, each of whom is an independent director. The nominating committee:

·identifies individuals qualified to become board members; and

·recommends nominations of persons to be elected to the board.

During the year ended December 31, 2006, our nominating committee acted once by unanimous written consent. The charter of our nominating committee, as approved by our board of directors, was attached as Appendix C to our proxy statement for the 2006 annual meeting of stockholders.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee during the year ended December 31, 2006 has ever been one of our employees, or had any relationship requiring disclosure herein pursuant to Item 404 of Regulation S-K. During 2006, none of our executive officers served as a director or member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served on our compensation committee or board of directors.

Director Compensation

Directors who are our employees receive no separate compensation for their services as directors. Our non-employee directors receive cash fees and equity-based compensation in the form of awards under out 2005 Stock Incentive Plan.

Director compensation for 2006.   Since May 2006, our non-employee directors have received a fee of $500 for each meeting of the board of directors that they attend and have been reimbursed, upon request, for travel and other out-of-pocket expenses incurred in connection with their attendance at meetings of the board and of committees on which they serve. In 2006, Mr. Trapani, the Chairman of our audit committee, received additional cash compensation in the amount of $10,000 per year for his services in that capacity.

In addition, under our 2005 Stock Incentive Plan as currently in effect:

·each non-employee director who was first elected to office after the date of our initial public offering in 2005 automatically received a restricted stock award of shares of our common stock having an aggregate fair market value on the date of grant equal to $20,000;

·each non-employee director continuing in office after any annual meeting of our stockholders automatically received, immediately following that meeting, a restricted stock award of shares of our common stock having an aggregate fair market value on the date of grant equal to $20,000; and

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·each non-employee director continuing in office after any annual meeting of our stockholders who served as chair of a committee of the board automatically received, immediately following that meeting, an additional restricted stock award of shares of our common stock having an aggregate fair market value on the date of grant equal to $5,000.

Each such restricted stock award granted to a non-employee director vested over a five-year period, with one-third of the shares vesting on the third anniversary of the date of grant and the balance of the shares vesting on the fifth anniversary of the date of grant. The sale or (with certain exceptions for estate planning purposes) other disposition of the shares subject to each award is prohibited prior to the fifth anniversary of the date of grant.

The following table provides information concerning the compensation earned by our non-employee directors during the fiscal year ended December 31, 2006.

DIRECTOR COMPENSATION FOR 2006

Name	Fees Earned or Paid in Cash ($)(1)		Stock Awards($) (2)		Option Awards($) (3)			All Other Compensation ($)			Total ($)
Yalcin Ayasli				—		—			214,831	(4)	214,831
Bruce R. Evans		1,500		2,484		—			—		3,984
Rick D. Hess		1,500		3,104		44,500	(5)		—		49,104
Cosmo S. Trapani		11,500		3,104		—			—		14,604
Franklin Weigold		1,500		3,104		9,730	(6)		—		14,334

(1)Consists of fees for attending meetings of our board of directors and, for Mr. Trapani, $10,000 for his services as Chairman of our audit committee.

(2)Consists of annual formula grants in the form of restricted stock awards under our 2005 Stock Incentive Plan of 735 shares of common stock, in the case of each of Messrs. Hess, Trapani and Weigold, and 588 shares of common stock, in the case of Mr. Evans. The grant date fair value of the award granted to each of Messrs. Hess, Trapani and Weigold, as computed in accordance with SFAS 123R, was $24,997. The grant date fair value of the award granted to Mr. Evans was $19,998. Amounts shown do not reflect compensation actually received by the non-employee director. The amounts shown represent expense recognized in our 2006 consolidated financial statements in accordance with SFAS 123R, except that we have disregarded any estimate of future forfeitures related to service-based vesting conditions with respect to such restricted stock awards. There were no actual forfeitures of restricted stock awards by any non-employee director in 2006 and we have used the modified prospective method for calculating the expense amounts shown. We amortize restricted stock awards on a straight line basis over five years.

(3)Amounts shown do not reflect compensation actually received by the director. The amounts shown represent expense recognized in our 2006 consolidated financial statements in accordance with SFAS 123R, except that we have disregarded any estimate of future forfeitures related to service-based vesting conditions with respect to such option awards. There were no actual forfeitures of stock options by any director in 2006 and we have used the modified prospective method for calculating the expense amounts shown. The weighted average assumptions used to calculate the expense amounts shown for stock options granted in 2006 are set forth in Note 14 to the consolidated financial statements in our annual report on Form 10-K for the year ended December 31, 2006. Key assumptions include: risk-free interest rate, expected stock price volatility, expected dividend yield and expected life of the option in years. The weighted average assumptions used to calculate the expense amounts shown for stock options granted in years prior to the adoption of SFAS 123R are disclosed in

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Note 2 to our consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2005.

(4)Amount consists of (i) $193,349 for services performed as an employee of the company, (ii) a $13,462 contribution paid by us to our 401(k) Plan for the account of Dr. Ayasli, (iii) $784 paid by us in connection with the insurance of an automobile owned by us and used by Dr. Ayasli, and (iv) $7,236 incurred by us as an expense due to the depreciation of the automobile used by Dr. Ayasli.

(5)One stock option award representing 25,000 shares of our common stock was outstanding as of December 31, 2006. This stock option was granted on July 22, 2005 and the grant date fair market value of the stock option award, in accordance with SFAS 123R, was $222,500.

(6)One stock option award representing 18,740 shares of our common stock was outstanding as of December 31, 2006. The stock option was granted on June 1, 2003 and the grant date fair market value of the stock option award, in accordance with SFAS 123R, was $48,650.

Director compensation for 2007.   The compensation committee of our board of directors has recommended, and our board of directors has approved, modifications to our policy with respect to compensation of our non-employee directors. The revised policy takes effect immediately prior to our 2007 annual meeting of stockholders, and until such date our non-employee directors will be compensated in accordance with our current policy described above.

Under our new director compensation policy:

·each non-employee director will receive an annual cash fee in the amount of $15,000;

·the chairperson of each of our board committees will receive an additional cash fee as follows: audit committee chair, $10,000 (consistent with our current policy); compensation committee chair, $8,000; and nominating committee chair, $8,000; and

·each other member of a board committee will receive an additional annual cash fee of $8,000.

The cash fees described above will be paid quarterly in arrears. We will discontinue our practice of paying per meeting fees; however, non-employee directors will be reimbursed upon request for travel and other out-of-pocket expenses incurred in connection with their attendance at meetings of the board and of committees on which they serve.

In addition, our board of directors has amended our 2005 Stock Incentive Plan, effective immediately prior to the annual meeting, to eliminate the automatic annual formula grants of restricted stock awards described above. Instead, under our new director compensation policy, each non-employee director who is first elected to the board or who is elected to an additional one-year term at any annual meeting of stockholders, will upon such election receive a restricted stock award of 1,500 shares of our common stock. Each such restricted stock award will vest on the earlier of the first anniversary of the date of grant or the date of the next annual meeting of stockholders.

Stock Ownership Policy

We have adopted a stock ownership policy for members of our board of directors. Under our stock ownership policy, each director is expected to acquire and hold at least 5,000 fully vested shares of our common stock, or such greater number of shares as has an aggregate market value of not less than $200,000. We expect our directors to attain this stock ownership target within five years of the date of their first election to the board, or, in the case of our current directors, by 2012. In addition, each director is expected to retain at least two-thirds of the shares subject to restricted stock awards made to such director pursuant to our new director compensation policy described above until the foregoing stock ownership target is met, and to retain at least half of the shares subject to any such award while he remains a director.

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Meetings of the Board of Directors

Our board of directors met in person or by telephone seven times and acted by unanimous written consent five times during the year ended December 31, 2006. All of our directors attended at least 75% of the aggregate of the total number of meetings of the board of directors and meetings held by all committees of the board on which they served in 2006.

Policy Regarding Board Attendance

Our directors are expected to attend meetings of the board of directors and meetings of committees on which they serve. Our directors are expected to spend the time needed at each meeting and to meet as frequently as necessary to properly discharge their responsibilities. We encourage members of our board of directors to attend annual meetings of stockholders, but we do not have a formal policy requiring them to do so. Each of our directors attended the 2006 annual meeting of stockholders.

Director Candidates and Selection Process

Our nominating committee, in consultation with our Chairman of the Board and Chief Executive Officer, is responsible for identifying and reviewing candidates to fill open positions on the board, including positions arising as a result of the removal, resignation or retirement of any director, an increase in the size of the board or otherwise, and recommending to our full board candidates for nomination for election to the board. In recommending new directors, the committee will consider any requirements of applicable law or listing standards, a candidate’s strength of character, judgment, business experience and specific area of expertise, factors relating to the composition of the board (including its size and structure), principles of diversity, and such other factors as the committee deems to be appropriate.

The committee is responsible for reviewing from time to time the appropriate skills and characteristics required of board members in the context of the current make-up of the board, including such factors as business experience, diversity, and personal skills in technology, finance, marketing, sales, financial reporting and other areas that contribute to an effective board.

Stockholders may recommend individuals to the nominating committee for consideration as potential director candidates by submitting their names, together with appropriate biographical information and background materials and a statement as to whether the stockholder or group of stockholders making the recommendation has beneficially owned more than 5% of our common stock for at least a year as of the date such recommendation is made, to our nominating committee, c/o Secretary, Hittite Microwave Corporation, 20 Alpha Road, Chelmsford, Massachusetts 01824. Assuming that appropriate biographical and background material has been provided on a timely basis, the nominating committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others. If the board determines to nominate a stockholder-recommended candidate and recommends his or her election, then his or her name will be included in our proxy card for the next annual meeting. Any recommendation of a potential director nominee should also include a statement signed by the proposed nominee expressing a willingness to serve on our board if elected. As part of this responsibility, the committee will be responsible for conducting, subject to applicable law, any and all inquiries into the background and qualifications of any candidate for the board and such candidate’s compliance with the independence and other qualification requirements established by the committee or imposed by applicable law or listing standards.

Communications with our Board of Directors

Stockholders wishing to communicate with our board should send correspondence to the attention of the Chairman of the Board, c/o Hittite Microwave Corporation, 20 Alpha Road, Chelmsford, Massachusetts 01824, and should include with the correspondence evidence that the sender of the

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communication is one of our stockholders. Satisfactory evidence would include, for example, contemporaneous correspondence from a brokerage firm indicating the identity of the stockholder and the number of shares held. The Chairman will review all correspondence confirmed to be from stockholders and decide whether or not to forward the correspondence or a summary of the correspondence to the full board or a committee of the board. The Chairman will review all stockholder correspondence, but the decision to relay that correspondence to the full board or a committee will rest entirely within his discretion. Our board believes that this process will suffice to handle the relatively low volume of communications we have historically received from our stockholders. If the volume of communications increases such that this process becomes burdensome to the Chairman, our board may elect to adopt more elaborate screening procedures.

Code of Ethics

We have adopted a code of business conduct and ethics that applies to all of our directors and employees, including our Chief Executive Officer, Chief Financial Officer and other executive officers. Our code of ethics includes provisions covering conflicts of interest, business gifts and entertainment, outside activities, compliance with laws and regulations, insider trading practices, antitrust laws, payments to government personnel, bribes or kickbacks, corporate record keeping, accounting records, the reporting of illegal or unethical behavior and the reporting of accounting concerns. Any waiver of any provision of the code of ethics granted to an executive officer or director may only be made by the board of directors. The code of ethics is posted under “Investor Relations—Corporate Governance—HMC Code of Business Conduct and Ethics” on our website at www.hittite.com.

Executive Officers

The following table sets forth certain information regarding our executive officers as of April 30, 2007.

Name	Age		Position
Stephen G. Daly		41	Chairman of the Board, President and Chief Executive Officer
William W. Boecke		55	Vice President, Chief Financial Officer and Treasurer
Michael J. Koechlin		47	Executive Vice President, Engineering
Norman G. Hildreth, Jr.		44	Vice President, Sales and Marketing
Brian J. Jablonski		47	Vice President, Operations

Stephen G. Daly has served as our President since January 2004, as our Chief Executive Officer since December 2004 and as our Chairman since December 2005. Since joining Hittite in 1996, Mr. Daly has held various positions, including Applications Engineer, Principal Sales Engineer, Director of Sales and Director of Marketing. From 1992 to 1996, Mr. Daly held sales management positions at Alpha Industries and M/A-COM, which are RF and microwave semiconductor companies. From 1988 to 1992, Mr. Daly held various microwave design engineering positions at Raytheon’s Missile Systems Division and Special Microwave Device Operations Division. Mr. Daly received a B.S. in Electrical Engineering from Northeastern University.

William W. Boecke has served as our Vice President, Chief Financial Officer and Treasurer since March 2001. From 1997 to 2001, Mr. Boecke served as Vice President, Corporate Controller of PRI Automation, Inc., a supplier of semiconductor manufacturing automation systems. From 1991 to 1997, Mr. Boecke served as Director of Finance of LTX Corporation, a developer of automated semiconductor test equipment. Mr. Boecke received a B.S. from St. John’s University and an M.B.A. from Boston College, and is a Certified Public Accountant.

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Michael J. Koechlin has served as our Executive Vice President, Engineering since January 2004. From December 1999 to December 2003, Mr. Koechlin served as our Signal Generation and Synthesizer Business Development Manager. From 1997 until joining Hittite in 1999, Mr. Koechlin served as Engineering Manager of the Missile Seeker Subsystem Group at Lockheed Martin Corporation, an advanced technology company. Mr. Koechlin received a B.S. in Electrical Engineering from Monmouth College and an M.S. in Electrical Engineering from Northeastern University.

Norman G. Hildreth, Jr. has served as our Vice President, Sales and Marketing since January 2004. From February 2002 to January 2004, he served as our Director of Product Development. He was employed by Sirenza Microdevices, a designer and supplier of RF components, from August 2000 to February 2002 as Vice President, Wireless Products and Director of Fixed Wireless Products. From February 1992 to August 2000, Mr. Hildreth held various positions at Hittite including Director of Marketing, Director of Sales, Engineering Sales Manager and Senior Engineer. Mr. Hildreth received a B.S. in Electrical Engineering from the University of Massachusetts at Dartmouth.

Brian J. Jablonski has served as our Vice President, Operations since January 2006. From May 2004 to December 2005, Mr. Jablonski served as our Director of Operations. From 2003 until joining Hittite in 2004, Mr. Jablonski served as a Capital Planning Manager at Allegro Microsystems, a supplier of advanced mixed signal power IC semiconductors. From 2000 to 2003, he served in various materials and operations management roles at M/A-Com, and as Director of Operations at Trebia Networks, a developer of storage networking applications. From 1986 to 2000, he served in a number of positions, including Director of Materials, for Unitrode Integrated Circuits, a manufacturer of analog and mixed signal integrated circuits. Mr. Jablonski received a B.S. in Industrial Management from Northeastern University and an MBA from New Hampshire College.

Compensation of Executive Officers

The following table summarizes the compensation earned during the fiscal year ended December 31, 2006 by our Chief Executive Officer and by each of our other executive officers, whom we refer to in this proxy statement as our “named executive officers.”

SUMMARY COMPENSATION TABLE FOR 2006

Name and Principal Position	Year	Salary ($)	Bonus ($)(1)	Stock Awards ($)(2)		Option Awards ($)(3)		All Other Compensation ($)(4)			Total ($)
Stephen G. Daly, Chairman of the Board, President and Chief Executive Officer	2006	250,000	50,000		6,729		445,000		20,134	(5)	771,863
William W. Boecke, Vice President, Chief Financial Officer and Treasurer	2006	201,692	30,000		4,514		151,365		29,048	(6)	416,619
Michael J. Koechlin, Executive Vice President, Engineering	2006	202,500	30,000		4,459		222,601		23,010	(7)	482,570
Norman G. Hildreth, Jr., Vice President, Sales and Marketing	2006	201,154	30,000		4,395		240,505		23,753	(8)	499,807
Brian J. Jablonski, Vice President, Operations	2006	157,692	30,000		3,616		89,000		24,352	(9)	304,660

(1)Amounts consist of discretionary cash bonuses paid to each named executive officer for services rendered in 2006.

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(2)Amounts shown do not reflect compensation actually received by the named executive officer. The amounts shown represent expense recognized relating to restricted stock awards in our 2006 consolidated financial statements in accordance with SFAS 123R, except that we have disregarded any estimate of future forfeitures related to service-based vesting conditions with respect to such restricted stock awards. There were no actual forfeitures of restricted stock awards by any named executive officers in 2006 and we have used the modified prospective method for calculating the expense amounts shown. We amortize restricted stock awards on a straight line basis over five years.

(3)Amounts shown do not reflect compensation actually received by the named executive officer. The amounts shown represent expense recognized in our 2006 consolidated financial statements in accordance with SFAS 123R, except that we have disregarded any estimate of future forfeitures related to service-based vesting conditions with respect to such option awards. There were no actual forfeitures of stock options by any named executive officers in 2006 and we have used the modified prospective method for calculating the expense amounts shown. The weighted average assumptions used to calculate the expense amounts shown for stock options granted in 2006 are set forth in Note 14 to the consolidated financial statements in our annual report on Form 10-K for the year ended December 31, 2006. Key assumptions include: risk-free interest rate, expected stock price volatility, expected dividend yield and expected life of the option in years. The weighted average assumptions used to calculate the expense amounts shown for stock options granted in years prior to the adoption of SFAS 123R are disclosed in Note 2 to our consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2005.

(4)Except as described in the following footnotes, our named executive officers did not receive or earn any other perquisites, personal benefits or property as compensation for their services in 2006. Reported compensation is valued on the basis of its aggregate incremental cost to us.

(5)Amount consists of (i) a $15,000 contribution paid by us to our 401(k) Plan for the account of Mr. Daly, (ii) an automobile allowance of $4,985 paid to Mr. Daly, and (iii) a life insurance premium of $149 paid by us to maintain a life insurance policy for Mr. Daly.

(6)Amount consists of (i) a $20,000 contribution paid by us to our 401(k) Plan for the account of Mr. Boecke, (ii) $8,899 paid by us in connection with the lease, insurance, operation and maintenance of an automobile leased by us and used by Mr. Boecke, and (iii) a life insurance premium of $149 paid by us to maintain a life insurance policy for Mr. Boecke.

(7)Amount consists of (i) a $15,000 contribution paid by us to our 401(k) Plan for the account of Mr. Koechlin, (ii) $7,861 paid by us in connection with the lease, insurance, operation and maintenance of an automobile leased by us and used by Mr. Koechlin, and (iii) a life insurance premium of $149 paid by us to maintain a life insurance policy for Mr. Koechlin.

(8)Amount consists of (i) a $15,000 contribution paid by us to our 401(k) Plan for the account of Mr. Hildreth, (ii) $8,604 paid by us in connection with the lease, insurance, operation and maintenance of an automobile leased by us and used by Mr. Hildreth, and (iii) a life insurance premium of $149 paid by us to maintain a life insurance policy for Mr. Hildreth.

(9)Amount consists of (i) a $15,000 contribution paid by us to our 401(k) Plan for the account of Mr. Jablonski, (ii) $9,203 paid by us in connection with the lease, insurance, operation and maintenance of an automobile leased by us and used by Mr. Jablonski, and (iii) a life insurance premium of $149 paid by us to maintain a life insurance policy for Mr. Jablonski.

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The following table sets forth information regarding grants of plan-based awards made to our named executive officers during the fiscal year ended December 31, 2006.

GRANTS OF PLAN-BASED AWARDS IN 2006

Name	Grant Date	All Other Stock Awards: Number of Shares of Stock or Units (#)(1)		Grant Date Fair Value of Stock and Option Awards($)(2)
Stephen G. Daly	07/21/2006		374		12,488
	12/14/2006		10,000		373,300
William W. Boecke	07/21/2006		299		9,984
	12/14/2006		5,000		186,650
Michael J. Koechlin	07/21/2006		299		9,984
	12/14/2006		5,000		186,650
Norman G. Hildreth, Jr.	07/21/2006		299		9,984
	12/14/2006		5,000		186,650
Brian J. Jablonski	07/21/2006		239		7,980
	12/14/2006		5,000		186,650

(1)Consists of restricted stock awards granted in 2006 under our 2005 Stock Incentive Plan. Each restricted stock award vests over a five-year period, with one-third of the shares vesting on the third anniversary of the date of grant and the balance of the shares vesting on the fifth anniversary of the date of grant. The sale or (with certain exceptions for estate-planning purposes) other disposition of the shares subject to each restricted stock award is prohibited prior to the fifth anniversary of the date of grant.

(2)Amounts shown do not reflect compensation actually received by the named executive officer. The amounts shown represent the fair value of restricted stock awards as of the date of grant calculated in accordance with SFAS 123R. We amortize restricted stock awards on a straight line basis over five years.

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The following table provides certain information about outstanding equity awards held by our named executive officers at December 31, 2006.

OUTSTANDING EQUITY AWARDS AT 2006 FISCAL YEAR-END

	Option Awards								Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)(5)		Market Value of Shares or Units of Stock That Have Not Vested ($)(6)
Stephen G. Daly		50,000		200,000		17.00	07/22/2015	(1)		647		20,911
										374		12,088
										10,000		323,200
William. W. Boecke		178,030		—		5.34	03/01/2011	(2)		564		18,228
		—		75,000		17.00	07/22/2015	(1)		299		9,664
										5,000		161,600
Michael J. Koechlin		—		37,480		5.34	01/06/2013	(3)		548		17,711
		—		100,000		17.00	07/22/2015	(1)		299		9,664
										5,000		161,600
Norman G. Hildreth		—		37,480		5.34	02/06/2012	(4)		529		17,097
		—		75,000		17.00	07/22/2015	(1)		299		9,664
										5,000		161,600
Brian J. Jablonski		—		50,000		17.00	07/22/2015	(1)		352		11,377
										239		7,724
										5,000		161,600

(1)Mr. Daly’s option to purchase 250,000 shares vests over a five-year period in five equal annual installments of 50,000 shares beginning on January 1, 2006. The other named executive officers’ options vest over a five-year period, with one-third of the shares vesting on the third anniversary of the date of grant and the balance of the shares vesting on the fifth anniversary of the date of grant.

(2)Vests in five equal annual installments of 37,480 shares beginning on March 9, 2002.

(3)Vests in five equal annual installments of 18,740 shares beginning on January 6, 2004.

(4)Vests in five equal annual installments of 37,480 shares beginning on February 6, 2003.

(5)Consists of restricted stock awards, each of which vests over a five-year period, with one-third of the shares vesting on the third anniversary of the date of grant and the balance of the shares vesting on the fifth anniversary of the date of grant. The sale or (with certain exceptions for estate-planning purposes) other disposition of the shares subject to each restricted stock award is prohibited prior to the fifth anniversary of the date of grant.

(6)The closing price of our common stock on December 29, 2006 was $32.32.

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The following table provides certain information about stock option exercises by our named executive officers during the fiscal year ended December 31, 2006. No restricted stock awards held by any of our named executive officers vested in 2006.

OPTION EXERCISES AND STOCK VESTED FOR 2006

	Option Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)(1)
Stephen G. Daly		187,400	5,920,923
William W. Boecke		—	—
Michael J. Koechlin		18,740	622,286
Norman G. Hildreth, Jr.		149,920	4,883,072
Brian J. Jablonski		—	—

(1)All shares acquired were sold on the date of exercise. The value realized on exercise equals the difference between the option exercise price and the actual sale price of the common stock sold on the date of exercise.

Equity Compensation Plan Information

We have one equity compensation plan under which shares are currently authorized for issuance, our 2005 Stock Incentive Plan (the “2005 Plan”). Our Amended and Restated 1996 Stock Option Plan (the “1996 Plan”) expired by its terms on January 2, 2006, and no additional awards may be issued under the 1996 Plan. Each of our 1996 Plan and our 2005 Plan was approved by our stockholders prior to our initial public offering in 2005. The following table provides information regarding securities authorized for issuance as of December 31, 2006 under our equity compensation plans.

	Number of shares to be issued upon exercise of outstanding options, warrants and rights(1)		Weighted-average exercise price of outstanding options, warrants and rights			Number of shares remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a))
Plan Category	(a)		(b)			(c)
Equity Compensation Plans Approved by Security Holders		1,726,923		$	14.49		3,092,364
Equity Compensation Plans Not Approved by Security Holders		—		—			—
Total		1,726,923		$	14.49		3,092,364

(1)Excludes 281,214 shares outstanding as of December 31, 2006 in the form of restricted stock awards issued under our 2005 Plan, which were issued without the payment of any consideration by the recipients.

Compensation Discussion and Analysis

The following compensation discussion and analysis summarizes our executive officer compensation policies for 2006.

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Executive compensation objectives.

The objectives of our executive compensation program are to align compensation with our business objectives, individual performance and the interests of our shareholders; motivate and reward high levels of performance; recognize and reward the achievement of company-wide or departmental goals; and enable our firm to attract, retain and reward members of senior management who contribute to the long-term success of our company.

To achieve those objectives, we seek to make decisions concerning executive compensation that:

·establish incentives that will link executive officer compensation to our company’s financial performance and that will motivate executives to attain our annual financial targets; and

·provide a total compensation package that is competitive among comparable companies in the semiconductor industry.

Elements of executive compensation.

Our compensation package for our executive officers consists of three principal elements:

·salary;

·short-term incentive compensation in the form of annual discretionary cash bonuses; and

·long-term equity-based incentive compensation, in the form of restricted stock awards.

Our executive officers are also eligible to participate in other employee benefit plans, including health, life insurance and medical reimbursement plans and a 401(k) retirement plan, on substantially the same terms as other employees who meet applicable eligibility criteria, subject to any legal limitations on the amounts that may be contributed or the benefits that may be payable under these plans. They are also entitled to the use of a company-leased automobile, a benefit that we also make available to other management-level employees.

Executive compensation process.

The compensation of our executive officers is reviewed annually by the compensation committee of our board of directors, which makes recommendations that are considered and acted upon by our board of directors. This annual review process generally takes place in December, at which time salaries for the next year and discretionary bonuses and restricted stock awards for the current year are determined by the board of directors. The compensation committee, which is comprised entirely of non-employee directors, each of whom our board of directors has determined is independent within the meaning of the rules of The Nasdaq Stock Market, LLC, met five times and acted twice by unanimous written consent during 2006.

The members of the compensation committee have substantial managerial experience and wide contacts in the semiconductor industry and in the broader technology industry, upon which they rely in formulating their recommendations to the board of directors. The compensation committee has not engaged the services of any compensation consultant or engaged in any process of formal benchmarking of total compensation or any element of compensation in connection with its deliberations.

Role of executive officers in establishing compensation.

Our chief executive officer makes recommendations with regard to the compensation of our executive officers other than himself, which are reviewed by the compensation committee. Executive officers do not participate in the process of establishing their own annual compensation.

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Executive compensation for 2006.

Salaries.   In setting salaries for our executive officers for 2006, we considered the salaries we paid our executive officers in prior years, information available to us regarding the salaries and overall compensation paid to persons having comparable responsibilities at other semiconductor companies with which we compete, as well as information concerning the responsibilities and compensation of other members of our senior management team. The committee evaluated the experience, talents and capabilities of our executive officers relative to their peers at competing firms, and recommended salaries that it believed our executive officers would find attractive. After considering all these factors, for 2006 we increased the salaries of our executive officers other than our chief executive officer and our vice president, operations. These increases were consistent in amount with merit raises we awarded to our management employees generally for 2006. Brian J. Jablonski was promoted to the office of vice president, operations in January 2006. In connection with this promotion, Mr. Jablonski’s salary was increased in order to provide him with a salary that is commensurate with his role as an executive officer.

Bonuses.   Our cash bonuses are intended to provide short-term incentives by rewarding executive officers for their contribution to our performance for the past year. Our determinations are discretionary and the recommendations of our compensation committee are based primarily on judgments made by its members. While some of the factors we consider are quantifiable, in our view many less quantifiable forms of contribution are equally important and deserve considerable weight. Our compensation committee did not rely upon or consider any quantitative formula, individual quantitative performance criteria or formal weighting of factors in its deliberations. The most significant factors taken into account in determining executive bonuses for 2006 were the significant growth in our revenue and profitability in 2006 and the committee’s subjective assessment of each executive’s contribution to that growth. After considering all these factors, we awarded a cash bonus of $30,000 to each of our executive officers other than our chief executive officer for 2006.

Restricted stock awards.   We believe that long-term equity-based incentives are important as a means of aligning the interests of management with shareholders’ interest in the financial performance of our company and value of our stock, and also in recruiting and retaining qualified executives. In connection with our initial public offering in 2005, we awarded to our employees nonqualified stock options and restricted stock awards covering an aggregate of approximately 1.3 million shares of our common stock. However, since that time we have relied upon restricted stock awards under our 2005 Equity Incentive Plan as our primary form of long-term incentive compensation for our executive officers. These awards are generally made on a company-wide basis in December in conjunction with our annual review of executive compensation. In order to provide a significant incentive to executive officers to remain with our firm and create long-term value for our shareholders, our restricted stock awards to employees generally vest over a five-year period, with one-third of the shares vesting on the third anniversary of the date of grant and the balance of the shares vesting on the fifth anniversary of the date of grant. The sale or (with certain exceptions for estate-planning purposes) other disposition of the shares subject to each restricted stock award is prohibited prior to the fifth anniversary of the date of grant. Each of our named executive officers other than our chief executive officer received a restricted stock award of 5,000 shares of our common stock in December 2006. In addition, each of William W. Boecke, Michael J. Koechlin and Norman G. Hildreth, Jr. received a restricted stock award of 299 shares of our common stock, and Brian J. Jablonski received a restricted stock award of 239 shares of our common stock, in connection with a company-wide grant of restricted stock awards made in July 2006 to all of our employees, including our named executive officers, on the first anniversary of our initial public offering. Each such award was equal in value to 5% of the employee’s salary.

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Chief executive officer compensation.

Consistent with our compensation policies for our other executive officers, our approach to the 2006 compensation of our chief executive officer, Stephen G. Daly, was to be competitive with comparable companies in the semiconductor industry. The salary for our chief executive officer is intended to provide him with a level of fixed compensation commensurate with his responsibilities and duration of employment with our company and competitive with salaries for officers holding similar positions with comparable companies in the semiconductor industry. After considering all these factors, we increased Mr. Daly’s salary from $220,000 in 2005 to $250,000 in 2006. We also awarded Mr. Daly a cash bonus of $50,000 in 2006, a restricted stock award of 10,000 shares of our common stock in December 2006 and a restricted stock award of 374 shares of our common stock on the first anniversary of our initial public offering. In establishing the amount of his recommended cash bonus, our compensation committee gave primary consideration to his contribution to the increases in our revenues and net income in 2006 and its assessment of his performance in discharging his responsibilities as chief executive officer.

Section 162(m) of the Internal Revenue Code.

Section 162(m) of the Internal Revenue Code limits our tax deduction for compensation in excess of $1.0 million paid to our chief executive officer and our four other most highly compensated executive officers at the end of any fiscal year unless the compensation qualifies as “performance-based compensation.” Historically, none of our executive officers has received annual compensation in an amount that would be subject to limitation under Section 162(m). Our compensation committee’s policy with respect to Section 162(m) is to make a reasonable effort to cause compensation to be deductible by us while simultaneously providing our executive officers with appropriate rewards for their performance.

Compensation Committee Report

Our compensation committee has submitted the following report for inclusion in this proxy statement:

Our compensation committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this proxy statement. Based on our committee’s review and the discussions with management, our committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement and in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006

Franklin Weigold, Chair

Bruce R. Evans

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INFORMATION ABOUT COMMON STOCK OWNERSHIP
AND PERFORMANCE

Stock Owned by Directors, Executive Officers and Greater-Than-5% Stockholders

The following table provides information about the beneficial ownership of our common stock as of April 23, 2007, by:

·each person or entity known by us to own beneficially more than five percent of our common stock;

·each of the named executive officers;

·each of our directors; and

·all of our executive officers and directors as a group.

In accordance with SEC rules, beneficial ownership includes any shares for which a person or entity has sole or shared voting power or investment power and any shares for which the person or entity has the right to acquire beneficial ownership within 60 days after April 23, 2007 through the exercise of any option, warrant or otherwise. Except as noted below, we believe that the persons named in the table have sole voting and investment power with respect to the shares of common stock set forth opposite their names. Percentage of beneficial ownership is based on 30,898,114 shares of common stock outstanding as of April 23, 2007. All shares included in the “Right to Acquire” column represent shares subject to outstanding stock options or warrants that are exercisable within 60 days after April 23, 2007. The address of our executive officers and directors is in care of Hittite Microwave Corporation, 20 Alpha Road, Chelmsford, Massachusetts 01824.

	Shares Beneficially Owned
Names and Addresses of Stockholders	Outstanding	Right to Acquire		Total	Percent
Dr. Yalcin Ayasli(1)	14,395,374		—	14,395,374		46.6
20 Alpha Road
Chelmsford, Massachusetts 01824
Ayasli Children LLC	4,443,844		—	4,443,844		14.4
20 Alpha Road
Chelmsford, Massachusetts 01824
FMR Corp.(2)	3,356,242		—	3,356,242		10.9
72 Cummings Point Road
Stamford, Connecticut 06902
Stephen G. Daly	60,861		—	60,861		*
Norman G. Hildreth, Jr.	5,828		—	5,828		*
William W. Boecke	6,603		163,030	169,633		*
Michael J. Koechlin	5,847		—	5,847		*
Brian J. Jablonski	5,591		—	5,591		*
Bruce R. Evans	3,840		—	3,840		*
Rick D. Hess	735		10,000	10,735		*
Cosmo S. Trapani	1,735		—	1,735		*
Franklin Weigold(3)	45,085		9,370	54,455		*
All current directors and executive officers as a group (10 persons)	14,531,499		182,400	14,713,899		47.5

*Less than one percent

(1)Includes 4,443,844 shares owned of record by the Ayasli Children LLC, a Delaware limited liability company, of which the members are Dr. Ayasli’s children and of which Dr. Ayasli is the sole manager.

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Dr. Ayasli disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, if any.

(2)Based on information contained in an amendment to a report on Schedule 13G, filed with the Securities and Exchange Commission on February 14, 2007. The amended report states that:

·FMR Corp. has beneficial ownership of all of the shares listed in the table, has voting power with respect to 1,125,631 of the shares listed in the table and has sole dispositive power with respect to all of the shares listed in the table;

·Fidelity Management & Research Company (“Fidelity”), a wholly-owned subsidiary of FMR Corp. and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of 2,118,940 shares or 10.0% of the shares listed in the table as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940.

·Edward C. Johnson 3d and FMR Corp., through its control of Fidelity, and the funds each has sole power to dispose of the 2,176,984 shares listed in the table.

·Members of the family of Edward C. Johnson 3d, Chairman of FMR Corp., are the predominant owners, directly or through trusts, of Series B shares of common stock of FMR Corp., representing 49% of the voting power of FMR Corp. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B shares will be voted in accordance with the majority vote of Series B shares. Accordingly, through their ownership of voting common stock and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR Corp.

·Neither FMR Corp. nor Edward C. Johnson 3d, Chairman of FMR Corp., has the sole power to vote or direct the voting of the shares owned directly by the Fidelity Funds, which power resides with the Funds’ Boards of Trustees. Fidelity carries out the voting of the shares under written guidelines established by the Funds’ Boards of Trustees.

·Fidelity Management Trust Company a wholly-owned subsidiary of FMR Corp. and a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934, is the beneficial owner of  23,213 shares or 0.076% of shares listed in the table as a result of its serving as investment manager of the institutional account(s).

·Edward C. Johnson 3d and FMR Corp., through its control of Fidelity Management Trust Company, each has sole dispositive power over 23,213 shares and sole power to vote or to direct the voting of 23,213 shares listed in the table and owned by the institutional account(s) as described above.

·Pyramis Global Advisors, LLC (“PGALLC”), an indirect wholly-owned subsidiary of FMR Corp. and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of 684,858 shares or 2.245% of the shares listed in the table as a result of its serving as investment adviser to institutional accounts, non-U.S. mutual funds, or investment companies registered under Section 8 of the Investment Company Act of 1940 owning such shares.

·Edward C. Johnson 3d and FMR Corp., through its control of PGALLC, each has sole dispositive power over 684,858 shares and sole power to vote or to direct the voting of 684,858 shares listed in the table owned by the institutional accounts or funds advised by PGALLC as described above.

·Pyramis Global Advisors Trust Company (“PGATC”), an indirect wholly-owned subsidiary of FMR Corp. and a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934, is the

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beneficial owner of 471,187 shares or 1.544% of the shares listed in the table as a result of its serving as investment manager of institutional accounts owning such shares.

·Edward C. Johnson 3d and FMR Corp., through its control of Pyramis Global Advisors Trust Company, each has sole dispositive power over 471,187 shares and sole power to vote or to direct the voting of 414,087 of the shares listed in the table owned by the institutional accounts managed by PGATC as described above.

(3)Includes 34,980 shares held by The Weigold Grantor Retained Annuity Trust, of which Mr. Weigold is trustee. Mr. Weigold disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, if any.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who beneficially own more than ten percent of a registered class of our equity securities, to file reports of ownership of, and transactions in, our securities with the Securities and Exchange Commission. These directors, executive officers and ten-percent shareholders are also required to furnish us with copies of all Section 16(a) forms they file.

Based solely on a review of the copies of such forms received by us, and on written representations from certain reporting persons, we believe that during 2006 our directors, officers and ten-percent shareholders complied with all applicable Section 16(a) filing requirements, with the exceptions noted below.

·Two late Form 4 reports were filed for William W. Boecke, one regarding the acquisition of 5,000 shares of common stock and one regarding the acquisition of 299 shares of common stock.

·Two late Form 4 reports were filed for Stephen G. Daly, one regarding the acquisition of 10,000 shares of common stock and one regarding the acquisition of 374 shares of common stock.

·One late Form 4 report was filed for Bruce R. Evans regarding the acquisition of 588 shares of common stock.

·One late Form 4 report was filed for Rick D. Hess regarding the acquisition of 735 shares of common stock.

·Two late Form 4 reports were filed for Norman G. Hildreth, Jr., one regarding the acquisition of 5,000 shares of common stock and one regarding the acquisition of 299 shares of common stock.

·One late Form 3 report and two late Form 4 reports, one regarding the acquisition of 5,000 shares of common stock and one regarding the acquisition of 239 shares of common stock, were filed for Brian J. Jablonski.

·Two late Form 4 reports were filed for Michael Koechlin, one regarding the acquisition of 5,000 shares of common stock and one regarding the acquisition of 299 shares of common stock.

·One late Form 4 report was filed for Cosmo S. Trapani regarding the acquisition of 735 shares of common stock.

·Two late Form 4 reports were filed for Franklin Weigold, one regarding the acquisition of 735 shares of common stock and one regarding the acquisition of 9,730 shares of common stock in connection with his exercise of a stock option.

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INFORMATION ABOUT OUR AUDIT COMMITTEE AND AUDITORS

Audit Committee Report

The primary role of our audit committee is to assist our board of directors in fulfilling its oversight responsibilities by reviewing the financial information proposed to be provided to shareholders and others, the adequacy of the system of internal control over financial reporting and disclosure controls and procedures established by management and the board, and the audit process and the independent auditors’ qualifications, independence and performance.

Management is responsible for establishing and maintaining the company’s system of internal controls and for preparation of the company’s  financial statements. Our independent registered public accounting firm, PricewaterhouseCoopers LLP, is responsible for performing an audit of our consolidated financial statements in accordance with generally accepted auditing standards and issuing an opinion on the financial statements. The audit committee has met and held discussions with management and our independent auditors, and has also met separately with our independent auditors, without management present, to review the adequacy of our internal controls, financial reporting practices and audit process.

The audit committee has reviewed and discussed our audited consolidated financial statements for the year ended December 31, 2006 with management and the independent auditors. As part of this review, the audit committee discussed with PricewaterhouseCoopers the communications required by generally accepted auditing standards, including those described in Statement on Auditing Standards No. 61, “Communication with Audit Committees.”

The audit committee has received from PricewaterhouseCoopers a written statement describing all relationships between that firm and Hittite that might bear on the auditors’ independence, consistent with Independence Standards Board Standard No. 1, “Independence Discussions with Audit Committees.”  The audit committee has discussed the written statement with the independent auditors, and has considered whether the independent auditors’ provision of any consultation and other non-audit services to Hittite is compatible with maintaining the auditors’ independence.

Based on the above-mentioned reviews and discussions with management and the independent auditors, the audit committee recommended to the board of directors that Hittite’s audited consolidated financial statements be included in its Annual Report on Form 10-K for the year ended December 31, 2006, as filed with the Securities and Exchange Commission.

Cosmo S. Trapani, Chair

Rick D. Hess

Franklin Weigold

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Our Auditors

PricewaterhouseCoopers LLP have been selected by the audit committee of the board of directors as the independent registered public accounting firm to audit our financial statements for the year ending December 31, 2007. PricewaterhouseCoopers also served as our auditors in 2006. We expect that representatives of PricewaterhouseCoopers will attend the meeting, will have an opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions.

Fees for Professional Services

The following is a summary of the fees for professional services rendered by PricewaterhouseCoopers LLP for 2006 and 2005:

	Fees
Fee category	2006		2005
Audit fees	$	840,204	$	548,503
Audit-related fees	—		—
Tax fees	108,677		68,483
All other fees	1,500		1,500
Total Fees	$	950,831	$	618,486

Audit fees.   Audit fees represent fees for professional services performed by PricewaterhouseCoopers LLP for the audit of our annual financial statements and the review of our quarterly financial statements, as well as services that are normally provided in connection with statutory and regulatory filings or engagements and related expenses. The fee of $548,503 disclosed for 2005 above includes a $293,503 related to services in connection with our IPO in 2005; a portion of such services related to the audit of our 2004 financial statements.

Audit-related fees.   Audit-related fees represent fees for assurance and related services performed by PricewaterhouseCoopers LLP that are reasonably related to the performance of the audit or review of our financial statements, including consultation on accounting standards or accounting for specific transactions.

Tax fees.   Tax fees represent fees for professional services performed by PricewaterhouseCoopers LLP with respect to tax compliance, tax advice and tax planning and related expenses. These services include assistance with the preparation of federal, state, and foreign income tax returns.

All other fees.   All other fees represent fees for products and services provided by PricewaterhouseCoopers LLP, other than those disclosed above.

Pre-Approval Policies and Procedures

Our audit committee approves each engagement for audit or non-audit services before we engage PricewaterhouseCoopers LLP to provide those services. All audit and non-audit services require pre-approval by the audit committee.

Our audit committee’s pre-approval policies or procedures do not allow our management to engage PricewaterhouseCoopers LLP to provide any specified services without audit committee preapproval of the engagement for those services. All of the services provided by PricewaterhouseCoopers LLP during 2006 were pre-approved.

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Whistleblower Procedures

Our audit committee has adopted procedures for the treatment of complaints regarding accounting, internal accounting controls or auditing matters, including procedures for the confidential and anonymous submission by our directors, officers and employees of concerns regarding questionable accounting, internal accounting controls or auditing matters. These procedures are set forth in our code of ethics. See “Our Board of Directors and Executive Officers—Code of Ethics.”

OTHER MATTERS

Other Business

Neither we nor our board of directors intends to propose any matters of business at the meeting other than those described in this proxy statement. Neither we nor our board know of any matters to be proposed by others at the meeting.

Stockholder Proposals for 2008 Annual Meeting

A stockholder who intends to present a proposal at the 2008 annual meeting of stockholders for inclusion in our 2007 proxy statement must submit the proposal by January 12, 2008. In order for the proposal to be included in the proxy statement, the stockholder submitting the proposal must meet certain eligibility standards and must comply with certain procedures established by the Securities and Exchange Commission, and the proposal must comply with the requirements as to form and substance established by applicable laws and regulations. The proposal must be mailed to our Secretary at our address set forth on the notice of meeting appearing on the cover of this proxy statement.

In addition, in accordance with our by-laws, a stockholder wishing to bring a proposal before the 2008 annual meeting of stockholders must deliver notice of the proposal to us at our offices no later than May 21, 2008, even if the item is not to be included in our proxy statement.

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ANNUAL MEETING OF STOCKHOLDERS OF

HITTITE MICROWAVE CORPORATION

June 12, 2007

Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.

¯ Please detach along perforated line and mail in the envelope provided. ¯

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS AND “FOR” PROPOSAL 2.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x
Proposal 1.   Election of Directors -The following Directors have been nominated for re-election for a one-year term.					Proposal 2.   To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Hittite Microwave Corporation for 2007.	FOR o	AGAINST o	ABSTAIN o
			NOMINEES:
ooo	FOR ALL NOMINEES WITHHOLD AUTHORITY FOR ALL NOMINEES FOR ALL EXCEPT (See instructions below)		o Yalcin Ayasli, Sc.D. o Stephen G. Daly o Bruce R. Evans o Rick D. Hess o Cosmo S. Trapani o Franklin Weigold
INSTRUCTION:		To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: •
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.				o

Signature of
Stockholder   Date:   Signature of
  Stockholder   Date:

Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

HITTITE MICROWAVE CORPORATION

20 Alpha Road
Chelmsford, Massachusetts 01824

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Stephen G. Daly and William W. Boecke as proxies, each with full power of substitution, to represent and vote as designated on the reverse side, all the shares of Common Stock of Hittite Microwave Corporation held of record by the undersigned on April 23, 2007, at the Annual Meeting of Stockholders to be held at the office of Foley Hoag LLP at Seaport World Trade Center West, 155 Seaport Boulevard, Boston, MA 02210, on June 12, 2007, at 10:00 a.m. local time, or any adjournment or postponement thereof.

(Continued and to be signed on the reverse side)