DEF 14A of Power Integrations Inc, Apr 21, 2026

DEF 14A of Power Integrations Inc

Filed Apr 21, 2026 · FY20250000833640-26-000065

Open on EDGAR

  1. Do the Company’s directors and officers have an interest in any of the matters to be acted upon at the Annual Meeting?

    Do the Company’s directors and officers have an interest in any of the matters to be acted upon at the Annual Meeting? Certain members of the Board have an interest in Proposal 1, as each of the nominees is currently a member of the Board. Certain of our executive officers are named executive officers eligible to receive executive compensation and thus have an interest in Proposal 2. Our executive officers and the members of the Board have an interest in Proposal 4 because they are eligible to receive equity awards under the 2016 Plan. Members of the Board and our executive officers do not have any interest in Proposal 3 or Proposal 5.

  2. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board is elected annually at the annual meeting of stockholders. As of April 21, 2026, the Board had nine members, all of whose terms of office expire at the Annual Meeting. Two of our directors, Balu Balakrishnan and Nicholas E. Brathwaite, will retire from the Board at the Annual Meeting. As a result of these retirements, the Board will have seven members. We thank Messrs. Balakrishnan and Brathwaite for their distinguished service to Power Integrations and our stockholders. Each of the nominees listed below is currently a director of Power Integrations who was previously elected by the stockholders, other than Jennifer Lloyd. Dr. Lloyd was appointed by the Board on July 11, 2025 to serve as a director effective upon her commencement of employment as President and Chief Executive Officer, which began on July 21, 2025. If elected at the Annual Meeting, each of these nominees would be elected and qualified to serve until the 2027 annual meeting of stockholders and until his or her successor is elected. It is Power Integrations’ policy to encourage directors and director nominees to attend the Annual Meeting. Seven of the Company’s then eight directors serving on the Board attended the 2025 annual meeting of stockholders. If any nominee becomes unavailable for election as a result of an unexpected occurrence, your shares may be voted for the election of a substitute nominee proposed by Power Integrations. Each person nominated for election has agreed to serve if elected. Power Integrations’ management has no reason to believe that any nominee will be unable to serve. This Proposal 1 is to elect the seven nominees as directors named herein. The biography of each of the nominees below contains information regarding such nominees as of April 13, 2026, including age, service as a director, business experience, director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes and skills of each director, including those that led to the Nominating and Governance Committee’s and the Board’s conclusion that each nominee should continue to serve as a director of Power Integrations.

  3. Nominees for Director

    Nominees for Director Wendy Arienzo, Ph.D., age 70, has served as a director of Power Integrations since April 2017. Dr. Arienzo has more than three decades of technical and managerial experience in technology industries, including the semiconductor and power-electronics industries. From September 2013 to December 2021, she served as Vice President of Operations at Fujifilm Dimatix, Inc., a subsidiary of Fujifilm Corporation and a leading supplier of piezoelectric industrial print heads. Previously, she was Chief Executive Officer and a director of ArrayPower, a developer of software-defined inverter technology for solar-energy systems. Dr. Arienzo is a director of Ichor Holdings, Ltd., a fluid delivery subsystem and component company. Dr. Arienzo has a B.S. and an M.S. in Materials Science Engineering from Brown University, and a Ph.D. in Materials Science Engineering from Stanford University. Dr. Arienzo was selected to serve on our board of directors because of her extensive technical and managerial expertise in the semiconductor and power-electronics industries and her broad experience spanning executive, operational, and technical leadership roles. Anita Ganti, age 54, has served as a director of Power Integrations since April 2020. Ms. Ganti is Chief Operating Officer of KAVIA AI, a software development life cycle automation company. She previously served as Senior Vice President of Product Engineering Services at Wipro Limited, Vice President of Global Technology at Flex Ltd., and General Manager of the Precision Signal Path Division at Texas Instruments. Ms. Ganti previously served on the board of directors of Exro Technologies, Inc. and currently serves on the board of directors of Silvaco Group, Inc. Ms. Ganti has a bachelor’s degree in Electrical Engineering from Veermata Jijabai Technological Institute in India, an M.S. in Electrical Engineering from Virginia Polytechnic Institute and State University, and an M.B.A. in Finance from the Wharton School of the University of Pennsylvania. Ms. Ganti was selected to serve on our board of directors because of her extensive leadership experience in the semiconductor and technology industries, her global technology and operations leadership, her expertise in product engineering and business transformation, and her prior public company board experience. Nancy Gioia, age 65, has served as a director of Power Integrations since January 2023. Ms. Gioia retired from Ford Motor Company in 2014 after more than 33 years of service, including executive roles. Among her roles at Ford, she served as Director of Global Electrification, leading all aspects of the company’s electrified vehicle technologies and product portfolio. Her past board roles include Brady Corporation, Lucid Group, Meggitt PLC and Exelon Corporation, Exro Technologies, Inc. and Blue Current, Inc (where she served as Executive Chair). Ms. Gioia holds a bachelor’s degree in Electrical Engineering from the University of Michigan – Dearborn and a M.S. in Manufacturing Systems Engineering from Stanford University. She has also achieved the National Association of Corporate Directors’ (NACD) Cyber-Risk certification. Ms. Gioia was selected to serve on our board of directors because of her decades of experience in the automotive industry, her broad professional background spanning engineering, product development, manufacturing and strategic planning as well as her breadth of governance and leadership experience gained while serving on boards. Balakrishnan S. Iyer, age 69, has served as Chairman of the Board since February 2026 and as a director of Power Integrations since February 2004. He previously served as Lead Independent Director from May 2023 to February 2026. Mr. Iyer retired from Conexant Systems in 2003 after serving for five years as Senior Vice President and Chief Financial Officer. Mr. Iyer has served on public company boards since 2001. His past board experience includes Clarivate Plc, Skyworks Solutions, Churchill Capital Corp., IHS Markit, QLogic Corporation, IHS Inc., Life Technologies Corporation, Overture Systems, and Conexant Systems, Inc. Earlier in his career, Mr. Iyer served as Senior Vice President and Chief Financial Officer at VLSI Technology and in a variety of finance roles at Advanced Micro Devices, Cypress Semiconductor and VLSI Technology as well as in engineering roles at National Semiconductor Corporation. Mr. Iyer has a B.S. in Mechanical Engineering from the Indian Institute of Technology, an M.S. in Industrial Engineering from the University of California, Berkeley and an M.B.A. in Finance from the Wharton School, University of Pennsylvania. Mr. Iyer was selected to serve on our board of directors because of his extensive experience overseeing a wide range of public companies, his business expertise in the semiconductor industry, his deep experience with corporate transactions, and his extensive corporate governance and financial management expertise. Jennifer Lloyd, Ph.D., age 58, has served as President and Chief Executive Officer and as a director of Power Integrations since July 2025. She also previously served as a member of the board of directors from April 2021 through October 2022. From 1997 until July 2025, Dr. Lloyd served in a succession of increasingly senior technical and management roles at Analog Devices, Inc., a global semiconductor leader. Prior roles included Corporate Vice President leading Analog’s multi-market power business unit, leadership of Analog’s precision franchise and its healthcare and consumer unit. Dr. Lloyd holds doctoral, master’s, and bachelor’s degrees in Electrical Engineering and Computer Science from the Massachusetts Institute of Technology. Dr. Lloyd was selected to serve on our board of directors because of her role as our Chief Executive Officer, her deep technical and industry expertise, proven leadership in the semiconductor sector and her prior board experience. Gregg Lowe, age 63, has served as a director of Power Integrations since February 2025. Mr. Lowe was the President and Chief Executive Officer of Wolfspeed, Inc., a silicon carbide solutions company, from September 2017 until November 2024. Mr. Lowe previously served as President and Chief Executive Officer of Freescale Semiconductor and Senior Vice President and manager of the analog business for Texas Instruments. During his 27 years at Texas Instruments, Mr. Lowe served in various leadership positions across field sales, automotive sales, marketing and integrated circuits. Mr. Lowe currently serves on the boards of Silicon Laboratories, Inc., The Rock & Roll Hall of Fame Museum and North Carolina A&T University. Mr. Lowe has a B.S. in Electrical Engineering from Rose-Hulman Institute of Technology in Terre Haute, Indiana and is a graduate of the Stanford Executive Program at Stanford University. Mr. Lowe was selected to serve on our board of directors because of his extensive executive leadership in the semiconductor industry, his knowledge of the automotive and industrial semiconductor market, his experience guiding large and complex technology organizations through strategic transformations, and his prior board experience.

  4. Nominees for Director

    Ravi Vig, age 65, has served as a director of Power Integrations since April 2023. Mr. Vig served as President and Chief Executive Officer and on the board of directors of Allegro MicroSystems, Inc., a global leader in power and sensing semiconductors, until his retirement in June 2022. During his 38-year career at Allegro and its parent company, Sanken North America, Mr. Vig served in various roles including leadership of Allegro’s sensor business unit and its business-development organization before becoming Chief Executive Officer of Allegro in 2017. Mr. Vig served as a member of the board of directors of Anokiwave, a privately held, fabless semiconductor company, from February 2023 until February 2024 and is a member of the board of trustees for the Committee for Economic Development of the Conference Board. Mr. Vig holds a B.S. in Electrical Engineering from Rutgers University, an M.S. in Electrical Engineering from Dartmouth College, an M.B.A. from Southern New Hampshire University, and a leadership certificate from Yale University’s Graduate School of Management. Mr. Vig was selected to serve on our board of directors because of his extensive strategic, technical and operational knowledge of the semiconductor sector and automotive and industrial markets, his breadth of experience leading corporate transformations, and his global customer engagement expertise.

  5. Retiring Directors

    Retiring Directors Balu Balakrishnan, age 71, has served as a director of Power Integrations since 2002. From 2002 until 2025, Mr. Balakrishnan served as President and Chief Executive Officer of the Company. Prior to serving in this role, Mr. Balakrishnan served in various engineering, strategic marketing and business development roles at the Company. Mr. Balakrishnan has an M.S. in Electrical Engineering from the University of California, Los Angeles, and a B.S. in Electrical Engineering from UVCE College of Engineering, Bangalore University, India. He has also completed the Directors Certification Program at the University of California, Los Angeles. Mr. Balakrishnan was selected to serve on our board of directors because of his prior experience leading and growing the Company for over two decades, his extensive historical and institutional knowledge of the Company and his deep technical and strategic expertise. Nicholas E. Brathwaite, age 67, has served as a director of Power Integrations since January 2000. Mr. Brathwaite is a founding managing partner of Celesta Capital, a deep technology investment firm, which he joined in 2013 and is also a founding partner of Riverwood Capital, a growth equity, middle market technology investment firm, which he joined in January 2008. Prior to his investment experience, Mr. Brathwaite had extensive experience in various executive roles in the semiconductor industry. Mr. Brathwaite has served on various boards, including Tessera Technologies, Inc., Lighting Science Group Corporation, and Inphi Corporation. Mr. Brathwaite currently serves on the board of directors of Northwestern Mutual, a financial services organization. Mr. Brathwaite has an M.S. in Polymer Science & Engineering from University of Waterloo and a B.S. in Applied Chemistry from McMaster University. Mr. Brathwaite was selected to serve on our board of directors because of his breadth of executive experience in the semiconductor industry, his deep understanding of the Company’s business and his extensive leadership experience scaling semiconductor companies.

  6. Board Skills Matrix

    Board Skills Matrix Our directors have a wide variety of relevant skills, professional experience and backgrounds, and collectively bring to our Board viewpoints and perspectives that strengthen its ability to represent the interests of all corporate stakeholders, such as stockholders, creditors, employees, customers and suppliers. The table below illustrates broad categories of skills and expertise that our director nominees offer that we believe contribute to the effective leadership and exercise of oversight responsibilities by the Board.

  7. Board Skills Matrix

    | Competencies | Wendy Arienzo | Anita Ganti | Nancy Gioia | Balakrishnan S. Iyer | Jennifer Lloyd | Gregg Lowe | Ravi Vig | | Semiconductor/electronics industry experience | X | X | | X | X | X | X | | Engineering training/experience | X | X | X | X | X | X | X | | Public-company senior management experience | X | X | X | X | X | X | X | | Corporate finance/accounting expertise | X | X | X | X | X | X | X | | Human capital management | X | X | X | | X | X | X | | Supply chain/manufacturing experience | X | X | X | | | X | X | | Sales/marketing experience | | X | | | X | X | X | | Enterprise risk management | | X | X | X | | | | | Additional Information | | | | | | | | | Age | 70 | 54 | 65 | 69 | 58 | 63 | 65 | | Gender | F | F | F | M | F | M | M | | Board member since | 2017 | 2020 | 2023 | 2004 | 2025 | 2025 | 2023 |

  8. Independence of the Board

    Independence of the Board As required under the listing standards of The Nasdaq Stock Market LLC (“Nasdaq”), a majority of the members of our Board must qualify as “independent,” as affirmatively determined by the Board. The Board consults with Power Integrations’ counsel to ensure that the Board’s determinations are consistent with all relevant securities laws and other laws and regulations regarding the definition of “independent,” including those set forth in the applicable Nasdaq listing standards, as in effect from time to time. Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, or any of his or her family members, and Power Integrations, its senior management and its independent registered public accounting firm, the Board has affirmatively determined that all of the directors other than Dr. Lloyd and Mr. Balakrishnan are independent directors within the meaning of the applicable Nasdaq listing standards. In making this determination, the Board found that none of the directors or nominees for director other than Dr. Lloyd and Mr. Balakrishnan had a material or other disqualifying relationship with Power Integrations. Dr. Lloyd, by virtue of being Power Integrations’ President and Chief Executive Officer, is not an independent director. Mr. Balakrishnan, by virtue of having served as Power Integrations’ Executive Chairman until February 2026 and as President and Chief Executive Officer until July 2025, is not an independent director.

  9. Director Resignation Policy

    Director Resignation Policy Pursuant to our Corporate Governance Guidelines, each of the nominees has tendered an irrevocable resignation as a director, which resignation is conditioned upon both (A) such director failing to have received more “For” votes than “Withheld” votes in this election and (B) acceptance by the Board of such resignation. Under our Corporate Governance Guidelines, each of our director nominees was required to tender the nominee’s irrevocable resignation before the Board could nominate that individual for election as director. If, in an uncontested election such as the election at the Annual Meeting, a director fails to receive more “For” votes than “Withheld” votes for election, then, within 90 days following certification of the stockholder vote, the Nominating and Governance Committee will act to determine whether to accept the director’s conditional resignation and will submit such recommendation for prompt consideration by the Board, and the Board will act on the Nominating and Governance Committee’s recommendation. The Nominating and Governance Committee and the Board may consider any factors they deem relevant in deciding whether to accept a director’s conditional resignation.

  10. Information Regarding the Board and Its Committees*

    Information Regarding the Board and Its Committees* The Board has adopted our Corporate Governance Guidelines to help assure that the Board will have the necessary authority and practices in place to make decisions that are independent of Power Integrations’ management. The guidelines are also intended to align the interests of directors and management with Power Integrations’ stockholders. The Corporate Governance Guidelines set forth the practices the Board will follow with respect to, among other things, Board composition and selection, Board meetings, executive officer succession planning, Board committees, compensation, director stock ownership and director education and orientation. In addition, our Board has adopted a Code of Business Conduct and Ethics that applies to all our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior financial officers. The Corporate Governance Guidelines and Code of Business Conduct and Ethics are available on our website: www.power.com. The Board has an Audit Committee, a Talent and Compensation Committee, a Nominating and Governance Committee and a Cybersecurity Committee. The following table provides membership information and meeting information for fiscal year 2025 for each of the Audit, Talent and Compensation, Nominating and Governance and Cybersecurity Committees:

  11. Information Regarding the Board and Its Committees*

    | Name (b) | Audit | Nominating and Governance | Talent and Compensation | Cybersecurity | | Wendy Arienzo ☆ | | ■ | ■C | | | Balu Balakrishnan | | | | | | Nicholas E. Brathwaite ☆ | | ■C | | | | Anita Ganti ☆ | ■ | | | ■C | | Nancy Gioia ☆ | | | ■ | ■ | | Balakrishnan S. Iyer ☆ $ ✦ | ■C | ■ | | | | Jennifer Lloyd + | | | | | | Gregg Lowe ☆ $ | ■ | | ■ | | | Ravi Vig ☆ $ | ■ | ■ | | | | Total meetings in year 2025 (a) | 5 | 6 | 8 | 0 |

  12. Information Regarding the Board and Its Committees*

    | ☆ Independent Director | $ Financial Expert | ✦ Board Chairman | + CEO | ■ Committee Member | C Committee Chair |

  13. Information Regarding the Board and Its Committees*

    | (a) The Cybersecurity Committee was formed in October 2025 and held its first meeting in January 2026. |

  14. Information Regarding the Board and Its Committees*

    | (b) The table above provides membership information as of December 31, 2025. Mr. Brathwaite served on the Talent and Compensation Committee until October 2025. Mr. Lowe has served on the Talent and Compensation Committee since October 2025. Mr. Vig has served on the Nominating and Governance Committee since October 2025. |

  15. Information Regarding the Board and Its Committees*

    | * Wolfspeed, Inc., Mr. Lowe’s former employer, filed a petition under Chapter 11 of the Bankruptcy Code in June 2025. |

  16. Information Regarding the Board and Its Committees*

    Below is a description of each committee of the Board. Each of the committees has authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities. The Board has determined that each member of each committee meets the applicable rules and regulations regarding “independence” and that each member is free of any relationship that would interfere with his or her individual exercise of independent judgment with regard to the Company.

  17. Positive Plan Features

    | ● | Limits on annual director compensation aligned with the competitive market |

  18. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS Cash Compensation. Pursuant to our cash compensation policy, each of our non-employee directors currently receives an annual fee of $60,000 to serve as a member of the Board, and the Chairman of the Board, or Lead Independent Director when the Chairman of the Board is an employee of the Company, currently receives an additional annual fee of $30,000 to serve in such capacity. Our non-employee directors do not receive per-meeting fees. In addition, the chairs of the Audit Committee, Talent and Compensation Committee, Nominating and Governance Committee and Cybersecurity Committee currently receive annual fees of $25,000, $20,000, $10,000 and $7,500 respectively, in each case paid quarterly in arrears. Non-chair members of the Audit Committee, Talent and Compensation Committee, Nominating and Governance Committee and Cybersecurity Committee currently receive annual fees of $10,000, $9,000, $5,000 and $3,000 respectively, in each case paid quarterly in arrears, to serve on these committees. Equity Awards. Additionally, directors who are not employees of Power Integrations each receive equity compensation. Initial and annual equity incentive grants are made to non-employee directors primarily under the Power Integrations 2016 Incentive Award Plan (the “2016 Plan”) as follows (the “Directors Equity Compensation Program”):

  19. COMPENSATION OF DIRECTORS

    | ● | On the first trading day of July in each year beginning in 2025 (the “Regular Grant Date”), each continuing eligible director will receive a grant of an equity award in the form restricted stock units (“RSUs”) under the 2016 Plan with an aggregate value of $200,000 (the “Equity Award”). Each such Equity Award vests in full effective immediately prior to the commencement of the Company’s first annual meeting of stockholders in the year following the year of the Regular Grant Date, provided that the recipient is still providing services to the Company as a director and provided further, that 100% of the shares subject to such Equity Award would be deemed fully vested upon the occurrence of a “Change of Control,” as such term is defined in the 2016 Plan; |

  20. COMPENSATION OF DIRECTORS

    | ● | A new eligible director generally would receive an equity award consisting of RSUs equal to the prorated portion of the Company’s annual Equity Awards based on the time between the date the new director is appointed to the Board and the first trading day of Nasdaq in the month of July following such director’s appointment; and |

  21. COMPENSATION OF DIRECTORS

    | ● | The Directors Equity Compensation Program will remain in effect at the discretion of the Board or the Talent and Compensation Committee. |

  22. COMPENSATION OF DIRECTORS

    Dr. Lloyd and Mr. Balakrishnan were employee directors during 2025 and thus were not compensated for their services on the Board. Their compensation is fully reflected in the “Summary Compensation Table” below. Director Compensation Prior to July 2025. The above cash and equity compensation amounts reflect changes made to the program effective in July 2025 to align compensation with the median of our executive compensation comparator group, and in October 2025 (to add the Cybersecurity Committee and provide cash compensation for committee members). Prior to the July 2025 amendment, our non-employee directors were paid annual amounts as follows: (i) $45,000 to serve as a member of the Board; (ii) an additional $30,000 to serve in the capacity of non-employee Chairman of the Board or Lead Independent Director; (iii) annual fees of $20,000, $15,000 and $10,000 for service as the chair of the Audit Committee, Talent and Compensation Committee, Nominating and Governance Committee received respectively; (iv) annual fees of $10,000, $8,000 and $5,000 for service as non-chair members of the Audit Committee, Talent and Compensation Committee, Nominating and Governance Committee respectively; and (v) equity compensation of $120,000. All cash fees were paid quarterly in arrears. Prior to the October 2025 amendment, our Lead Director of Cybersecurity received an annual retainer of $7,500. Periodic Reviews of Competitive Market. Our Talent and Compensation Committee reviews director compensation periodically, and prior to the July 2025 adjustment had not changed director compensation since May 2021. In connection with its 2025 review of non-employee director compensation, Aon, the Talent and Compensation Committee’s independent compensation advisor as further described under “Compensation of Executive Officers – Compensation Discussion and Analysis” below, provided detailed information regarding competitive practices for annual cash and equity retainers for directors. Aon found our Board compensation to be positioned at or below the 25th percentile of our compensation peer group for both cash and equity components, and recommended adjustments to re-align the program with the market median. Based on these changes and the current roles and responsibilities in effect, our director compensation for 2025 ranges from $260,000 to $310,000. Further, non-employee directors are reimbursed for all reasonable travel and related expenses incurred in connection with attending Board and committee meetings. The following table shows for the fiscal year ended December 31, 2025 certain information with respect to the compensation of all non-employee directors of Power Integrations:

  23. Director Compensation for Fiscal Year 2025

    Director Compensation for Fiscal Year 2025

  24. Director Compensation for Fiscal Year 2025

    | | Fees Earned or | Stock | | | Name | Paid in Cash(1) | Awards(2)(3) | Total | | Wendy Arienzo | $75,000 | $197,129 | $272,129 | | Nicholas E. Brathwaite | $71,000 | $197,129 | $268,129 | | Anita Ganti | $70,000 | $197,129 | $267,129 | | Nancy Gioia | $61,000 | $197,129 | $258,129 | | Balakrishnan S. Iyer | $110,000 | $197,129 | $307,129 | | Gregg Lowe(4) | $51,875 | $241,822 | $293,697 | | Ravi Vig | $62,500 | $197,129 | $259,629 |

  25. Director Compensation for Fiscal Year 2025

    | (1) This column represents annual director fees and committee fees earned in 2025. |

  26. Director Compensation for Fiscal Year 2025

    | (2) Represents the grant date fair value of RSU awards granted in fiscal year 2025, determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”). The grant date fair value was calculated by multiplying the closing market price of our common stock on the grant date by the number of shares underlying the award, reduced by the discounted present value of dividends expected to be declared before the awards vest. On July 1, 2025, each director received an annual equity award with a grant date fair value of $197,129. |

  27. Director Compensation for Fiscal Year 2025

    | (3) As of December 31, 2025, each of the non-employee directors listed in the table held 3,473 unvested RSUs. |

  28. Director Compensation for Fiscal Year 2025

    | (4) On February 18, 2025, Mr. Lowe received an initial equity grant in connection with his appointment to the Board on February 15, 2025 with a grant date fair value of $44,693, which fully vested on May 15, 2025. |

  29. Executive Compensation and Governance Actions Implemented for 2025

    | ● | Assured an orderly transition by securing arrangements with the former Chief Executive Officer, including transitional Board and consulting roles tailored to the critical support of our intellectual property and ongoing litigation matters. As part of these agreements, Mr. Balakrishnan will receive no additional cash or equity compensation, and he has agreed to forfeit significant severance and change in control (“CIC”) rights under his former employment contract. |

  30. Executive Compensation and Governance Actions Implemented for 2025

    | ● | Updated our severance arrangements to align with governance best practices and stockholder expectations, including adoption of double-trigger vesting provisions in new executive employment and benefits agreements and elimination of legacy single-trigger features. |

  31. Executive Compensation and Governance Actions Implemented for 2025

    | ● | Enhanced transparency and responsiveness to investor feedback through expanded disclosure regarding incentive plan design, performance metrics, and outcomes. |

  32. Executive Compensation and Governance Actions Implemented for 2025

    | ● | Continued engagement of an independent compensation consultant reporting directly to the Talent and Compensation Committee to support compensation and governance decisions. |

  33. Executive Compensation and Governance Enhancements for 2026

    | ● | Established defined short-term incentive targets for each executive based on competitive market and internal equity considerations. |

  34. Executive Compensation and Governance Enhancements for 2026

    | ● | Redesigned short-term incentive plan for 2026 emphasizing rigorous, measurable financial performance metrics, streamlined strategic goals focused on the most critical priorities, and accountability reinforced through a threshold operating profit requirement. |

  35. Executive Compensation and Governance Enhancements for 2026

    | ● | Redesigned long-term incentive plan for 2026 focused on three-year net revenue compound annual growth rate (“CAGR”) and operating profit, eliminating the prior “either/or” construct and strengthening alignment with the Company’s multi-year strategy and long-term value creation. |

  36. Compensation Arrangement with Dr. Lloyd

    | ● | 2025 short- and long-term equity incentive awards with terms consistent with those described in the “2025 Short-term Performance-based Equity Incentive Awards” and “2025 Long-term Equity Incentive Awards” sections below, including: |

  37. Compensation Arrangement with Dr. Lloyd

    | o | Performance-based restricted stock units (“PSUs”) with an intended target value of $812,500, pro-rated to reflect Dr. Lloyd’s start date; |

  38. Compensation Arrangement with Dr. Lloyd

    | o | Performance-based restricted stock units (“PRSUs”) with an intended target value of $2,500,000; and |

  39. Compensation Arrangement with Dr. Lloyd

    | o | RSUs with an intended target value of $2,500,000, vesting over four years on each anniversary of Dr. Lloyd’s start date. |

  40. Compensation Arrangement with Dr. Lloyd

    | ● | Sign-on time-based restricted stock units (“RSUs”) with an intended target value of $1,000,000, to make Dr. Lloyd whole for a portion of equity awards forfeited upon resignation from her prior employer. These RSUs vest 50% upon the 12-month anniversary of Dr. Lloyd’s start date and 50% upon the 24-month anniversary of Dr. Lloyd’s start date, subject in each case to Dr. Lloyd’s continued full-time service through the applicable vesting date. |

  41. Compensation Arrangement with Dr. Lloyd

    For additional information regarding the severance protections also provided for under Dr. Lloyd’s employment agreement, please refer to “Severance Benefits” below.

  42. Recent Say on Pay Vote and Our Response to Stockholder Feedback

    | What We Heard | What We Did | | Existing severance terms not aligned with market / governance best practices | ● Re-examined all severance terms prior to the engagement of our new Chief Executive Officer. ● Evaluated stockholder concerns and market data and modified terms where our practices did not align with best practices. ● Made significant changes that apply to Dr. Lloyd and Ms. Erba, including removal of guaranteed payouts at maximum performance levels and removal of inclusion of leadership changes within the “good reason” definition, and we expect to include these terms in all future contracts. | | Problematic single-trigger CIC provisions | ● All new contracts, starting with Dr. Lloyd’s, provide double-trigger CIC benefits only. | | Employee-favorable treatment of equity at time of termination | ● Under all new contracts, upon termination, equity now vests in alignment with governance best practices, typically at the lesser of target or actual levels, with accelerated vesting only upon a double-trigger CIC. | | Dual-track structure for PSU and PRSU goal attainment | ● 2026 incentive plans both remove this aspect of the program. | | Overlapping metrics for short- and long-term performance-based grants | ● Beginning in 2026, we have changed short- and long-term incentive plans to remove overlapping metrics. ● Short-term incentive plan focuses on net revenue growth, operating income growth and product and quality strategic goals. ● Long-term incentive program focuses on three-year compound annual growth in net revenue and operating profit. ● All performance targets are linked to our strategic plan, which is reviewed and approved by the Board. | | Limited long-term incentive plan (“LTIP”) performance goal disclosure | ● Enhanced disclosure related to LTIP performance and goals is included in this CD&A. ● 2026 incentive plan changes directly align corporate performance with executive compensation and will facilitate more robust and transparent disclosure of goals, achievement and related payouts. | | Perceived disconnect between Chief Executive Officer pay and performance | ● Completed a full review of both short and long-term performance incentive plans as part of 2026 compensation planning. ● 2026 short- and long-term plans were carefully designed to reflect stockholder feedback, align with best practices, and focus management on performance tied to long-term incentive value. ● 2025 short-term incentive payout was 76.8% of target based entirely on performance goal achievement with no discretionary adjustments. ● No payouts were earned under the long-term incentive program for the 2023-2025 performance period because we did not meet our threshold goal. Accordingly, Mr. Balakrishnan forfeited PRSUs that had a grant date fair value of approximately $3.3 million and Messrs. Gupta, Nayyar and Barsan forfeited PRSUs that had an aggregate grant date fair value of approximately $1.5 million. | | Concerns about lack of separation between Chief Executive Officer and Chairman of the Board roles | ● Following Mr. Balakrishnan’s retirement, Chief Executive Officer and Chairman of the Board roles were separated. | | Lack of robust stock ownership guidelines disclosure | ● The Company enhanced stock ownership guidelines for the Chief Executive Officer from a multiple of 3x to 5x base salary. For additional details regarding current policies, see the “Stock Ownership Guidelines” section of this CD&A. | | Lack of robust responsibilities for the Lead Independent Director | ● Our Lead Independent Director approves the agendas for Board meetings, retains the ability to place items on the Board agenda unilaterally and assures that the independent members of the Board receive the information from management that they request, if the Chairman of the Board and Chief Executive Officer do not agree. Since Mr. Iyer’s appointment as Chairman of the Board, we no longer have a Lead Independent Director. |

  43. 2025 Performance and Alignment with Incentive Compensation Payouts

    2025 Performance and Alignment with Incentive Compensation Payouts As part of our ongoing commitment to aligning executive pay and the achievement of corporate goals designed to drive the creation of stockholder value, payouts relating to our 2025 short-term incentive PSU program and our 2023-2025 long-term incentive PRSU program were calibrated to our performance. Short-Term Incentive 2025 PSU Payouts. In 2025, short-term incentive compensation was delivered through performance stock units tied to net revenue (absolute and relative measures), non-GAAP operating income, and strategic goals (each as described below under “Executive Compensation Components – 2025 Short-Term Performance-Based Equity Incentive Awards”), with payout opportunities ranging from 25% to 100% based on performance. Based on 2025 results, payouts were 20.8% for the net revenue component, 0% for the non-GAAP operating income component, and 56% for strategic goals, resulting in an overall payout of 76.8% of target. As described in greater detail below, our short-term incentive program has been significantly redesigned for 2026 in recognition of the Company’s go-forward strategy and stockholder feedback. Long-Term Incentive 2023-2025 PRSU Payouts. For the 2023-2025 PRSU program, payout was determined based on the greater of the Company’s 2025 net revenue and the relative three-year net revenue CAGR versus the analog semiconductor industry over the three-year period. Based on the Company’s 2025 net revenue and net revenue CAGR versus the industry, the Company did not reach the threshold required for any portion of the PRSUs to vest and as a result Messrs. Balakrishnan, Gupta, Nayyar and Barsan, who had been granted these awards in 2023, forfeited all 2023-2025 PRSUs.

  44. Changes to Our 2026 Compensation Program

    | ● | Revised short-term incentive compensation program – In 2026, our short-term incentive compensation will be earned based on performance in net revenue growth (40%), operating income growth (40%), and product and quality strategic goals (20%). If the threshold level of operating profit is not achieved, no payouts will be earned under the program. This design places greater emphasis on financially focused, measurable performance outcomes, streamlines and prioritizes strategic goals, and addresses stockholder feedback critiquing “greater of” conditions in our incentive programs; and |

  45. Changes to Our 2026 Compensation Program

    | ● | Revised long-term incentive program – In 2026, our long-term performance-vested incentive program will be based on three-year net revenue CAGR (50%) and three-year operating profit (50%). There is no “greater of” absolute or relative performance goal component. This redesign is intended to reinforce focus on our strategic plan, better align with market best practices and industry standards, and address stockholder feedback. In addition, we are intentionally increasing the relative weighting of performance-based equity compensation in our long-term incentive mix for the executive population (from 25% performance-based for the non-Chief Executive Officer population to 40% for the Chief Financial Officer and 30% for other named executives) to further strengthen pay-for-performance alignment. |

  46. Our Compensation Philosophy

    | ● | Align compensation with the creation of long-term stockholder value through performance-based pay and equity ownership; |

  47. Our Compensation Philosophy

    | ● | Balance cash and equity to support both near-term execution and long-term value creation. |

  48. How We Make Compensation Decisions

    How We Make Compensation Decisions Comparative Compensation Analysis and Role of Compensation Consultant. Power Integrations generally determines cash and equity compensation by considering several factors, including market comparables. The Talent and Compensation Committee has the authority, in its sole discretion, to retain or obtain advice or assistance from compensation consultants or other advisors as appropriate to perform its duties at Power Integration’s expense, including for assistance with the Company’s compensation programs. In 2025, the Talent and Compensation Committee continued to work with an independent compensation consulting firm, Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”), to assist in the performance of its duties. Pursuant to applicable SEC rules, the Talent and Compensation Committee assessed the independence of Aon and concluded that no conflict of interest existed or exists that would prevent Aon from independently advising the Talent and Compensation Committee. Aon reports directly to the Talent and Compensation Committee. Aon attends Talent and Compensation Committee meetings and assists in development of a competitive peer group and provides a competitive market analysis of the base salary, annual cash incentive awards and long-term incentive compensation of our executive officers compared against the compensation peer group. Aon also reviews director compensation compared against the compensation peer group, provides updates on general market practices regarding incentive plan design and governance matters, and provides updates on trends and regulatory developments. Aon does not perform other non-compensation related services for the Company and will not do so without the prior consent of the Talent and Compensation Committee. The Talent and Compensation Committee utilized Aon’s compensation study presented in early 2025 to complete the 2025 compensation review. The 2025 peer analysis considered peer companies to be U.S. based semiconductor companies with similar global scope and complexity, and businesses falling into specific categories of semiconductors and related services, such as integrated circuits, semiconductor solutions and computer communications and with revenues between 50% to 250% of Power Integrations’ revenues and market capitalizations of 33% to 300% of Power Integrations’ market capitalization. The full list of 16 companies was as follows:

  49. How We Make Compensation Decisions

    In 2025, the Talent and Compensation Committee considered a variety of general reference points, including the 25th, 50th and 75th percentiles, when determining compensation for the NEOs. The Talent and Compensation Committee did not target a specific percentile when setting the level of compensation for the NEOs and did not otherwise use a formulaic approach to setting pay against the market data. The Talent and Compensation Committee is not bound by award formulas and is free to exercise its discretion to adjust salaries, annual and long-term incentive awards. The Talent and Compensation Committee evaluates a number of factors when determining executives’ total compensation structure. Considerations such as market competitiveness using our peer group data, the executive’s role in achieving key objectives, overall company performance, the competitive landscape and stockholder feedback are used to guide compensation decisions. The Committee discusses the allocation between short- and long-term incentives as well as cash versus non-cash compensation. Generally, in arriving at compensation levels, the Talent and Compensation Committee also considers the pay history of each executive, the relative pay among executives, and the performance and experience of each executive. Role of Management in Determining Compensation. Our Chief Executive Officer regularly reviews our compensation philosophy and programs with the Talent and Compensation Committee, including with respect to the named executive officers, to keep the Company’s compensation philosophy and programs aligned with the Company’s business objectives. Our Chief Executive Officer makes recommendations to the Talent and Compensation Committee with respect to the compensation of the named executive officers. The Talent and Compensation Committee considers, but is not bound to and does not always accept, management’s recommendations with respect to executive compensation. The Talent and Compensation Committee deliberates and makes decisions with respect to Chief Executive Officer compensation in executive session, without the presence of management. Role of Stockholder Say on Pay Votes. Each year since 2011, we have provided our stockholders with the opportunity to cast an advisory vote on executive compensation, and at each of these annual meetings of stockholders our stockholders approved our executive compensation plans. In 2025, approximately 77.7% of the votes cast at the annual meeting of stockholders were cast in favor of the compensation of our named executive officers. Although the stockholder vote is non-binding, the Talent and Compensation Committee considers the outcome of these votes when making future compensation decisions for named executive officers. The views and opinions of our stockholders, particularly on matters of executive compensation and related practices, are extremely important to us. For a detailed description of our response to the 2025 Say on Pay Vote, please see the section entitled “Recent Say on Pay Vote and Our Response to Stockholder Feedback.”

  50. Executive Compensation Components

    | ● | short-term performance-based equity incentive awards (PSUs), |

  51. Executive Compensation Components

    | ● | long-term performance-based equity incentive awards (PRSUs) and |

  52. Executive Compensation Components

    | ● | long-term time-based equity incentive awards (RSUs). |

  53. Executive Compensation Components

    The following discussion describes the Company’s short-term incentive program design for fiscal year 2025, which reflected a legacy structure that has been revised for 2026. The 2026 program includes significant revisions in recognition of our corporate strategy and in response to stockholder feedback. For additional information, please see the section entitled “Changes to Our 2026 Compensation Program” above. In 2025, as in prior years, short-term incentive compensation was awarded in the form of PSUs. These PSUs were granted at the beginning of the fiscal year in an amount equal to 200% of the number of shares that would vest if one-year target performance criteria are met but not exceeded. PSU vesting depends on the extent to which the Company meets or exceeds the minimum performance criteria described under “Mechanics of 2025 Performance-based Equity Incentive Awards” below, and may range from zero to 100% of the shares awarded. When determining the size of 2025 PSU awards, management and the Talent and Compensation Committee referenced market data for executives in comparable roles at peer companies, internal equity across the leadership team, incumbent-specific factors including performance, experience, expertise, tenure at the organization, past contributions and anticipated future contributions. At target, PSU grant values for each officer were generally between the 25th and 75th percentiles of the value of annual incentive targets for each position. Overall, 2025 PSU target compensation represented approximately 128% of annual base salary for the Company’s former Chief Executive Officer, 125% for the current Chief Executive Officer and approximately 57% to 73% of annual base salary for the Company’s other named executive officers, consistent with 2024. As noted above, in recognition of the Company’s corporate strategy and stockholder feedback, and to ensure continued alignment of the compensation program with strategic objectives, the Talent and Compensation Committee approved changes to the Company’s 2026 incentive compensation program, including significant revisions to the short-term performance-based equity incentive award program design. For additional information, please see “Changes to Our 2026 Compensation Program” above.

  54. Mechanics of 2025 Performance-Based Equity Incentive Awards

    Mechanics of 2025 Performance-Based Equity Incentive Awards In 2025, based on the 2025 Aon assessment and other relevant factors, the Talent and Compensation Committee determined it was appropriate that Mr. Balakrishnan’s and the other named executive officers’ equity compensation and equity grants for 2025 be the same combination of RSUs, PSUs and PRSUs as was granted in 2024. The PRSU grants are intended to promote and retain stability within the executive team by setting multi-year performance targets. For the 2025 Plan, the Talent and Compensation Committee determined that the number of shares subject to the PSUs that would ultimately vest, and therefore our officers would receive, would be determined based upon the Company’s 2025 performance in three areas: net revenue, non-GAAP operating income (as defined below) and strategic goals. The Talent and Compensation Committee’s intent in the design of the 2025 Plan was to emphasize net revenue growth and to focus management on operating profitability by tying vesting to non-GAAP operating income and create long-term value for our stockholders. The weighting of these components was as follows:

  55. Mechanics of 2025 Performance-Based Equity Incentive Awards

    | | Threshold(1) | Target(2) | Maximum(3) | | Net revenue | 7.5% | 30% | 60% | | Non-GAAP operating income | 7.5% | 30% | 60% | | Strategic goals | —% | 40% | 80% | | Total | 15% | 100% | 200% |

  56. Mechanics of 2025 Performance-Based Equity Incentive Awards

    | (1) No PSUs would vest for a specific performance goal if Power Integrations’ 2025 actual net revenue or revenue growth rate, actual non-GAAP operating income and strategic goals, as applicable, did not exceed at least an established minimum amount as set forth in the 2025 Plan. |

  57. Mechanics of 2025 Performance-Based Equity Incentive Awards

    | (2) Target represents the number of PSUs which would vest for a specific goal if Power Integrations’ 2025 actual net revenue or revenue growth, actual non-GAAP operating income and strategic goals, as applicable, met but did not exceed the established target amount as set forth in the 2025 Plan. |

  58. Mechanics of 2025 Performance-Based Equity Incentive Awards

    | (3) Maximum represents the maximum awards which could vest for a specific goal if Power Integrations’ 2025 actual net revenue or revenue growth, actual non-GAAP operating income and strategic goals, as applicable, met or exceeded the established maximum amounts as set forth in the 2025 Plan. |

  59. Mechanics of 2025 Performance-Based Equity Incentive Awards

    “Non-GAAP operating income” means operating income for 2025 determined in accordance with the generally accepted accounting principles in the United States (“GAAP”) but excluding the following items: (i) stock-based compensation expenses recorded under Accounting Standard Codification 718-10; (ii) amortization of acquisition-related intangible assets and the fair-value write-up of acquired inventory, (iii) any other expenses related to mergers and acquisitions and (iv) any other adjustment made to arrive at the Company’s non-GAAP financial information as presented in our SEC filings. The Talent and Compensation Committee excluded these items because the Talent and Compensation Committee reasoned that these items were not indicative of operating performance and did not relate to achieving Power Integrations’ compensation objectives. Short-Term Incentive Performance Goals and Payouts for 2025 PSUs

  60. Mechanics of 2025 Performance-Based Equity Incentive Awards

    | Metric | Weighting | Threshold | Target | Maximum | Achievement | Payout | | Net revenue (greater of): | | | | | | | | Absolute | 30% | $440M | $470M | $500M | $443.5M | 20.8% | | Relative vs. Index | | Index -4% | Index | Index +4% | -1.64% | | | Non-GAAP Operating Income | 30% | $62.1M | $78.5M | $94.8M | $61.7M | 0% | | Strategic Goals | 40% | See “Mechanics of 2025 Performance-based Equity Incentive Awards – Strategic Goals Component” for details. | | | 140% | 56% | | | | | | | Total Payout: | 76.8% |

  61. Mechanics of 2025 Performance-Based Equity Incentive Awards

    Net Revenue Component: The Company regards net revenue growth as a key measure of its success and maintains a goal of growing net revenues at a rate exceeding that of the analog semiconductor industry as reported by World Semiconductor Trade Statistics (“WSTS”). The Talent and Compensation Committee set the below net revenue thresholds based on the prevailing macroeconomic and industry conditions, intending that the difficulty of attaining the thresholds would be consistent with that of prior years, i.e., that the target and maximum levels under the 2025 Plan represented challenging, aggressive goals. The PSUs vesting under the net revenue component shall be calculated based on an Absolute Measure and Relative Measure, each as described below, with the higher of the two calculations resulting in the actual shares vested. Absolute Measure: The PSUs would not vest for the named executive officers with respect to the net revenue component of the 2025 Plan if 2025 net revenues failed to exceed $440 million. To the extent 2025 actual net revenues exceeded $470 million, the number of shares subject to the PSUs vesting would have increased linearly from 25% at $440 million, up to 100% of the target amount at $470 million, and linearly from that level up to a maximum of 200% of the target amount at $500 million. Relative Measure: The PSUs would not vest for the named executive officers with respect to the net revenue component of the 2025 Plan if the Company’s net revenue annual growth rate (“AGR”) for the year ended December 31, 2025, failed to exceed a minimum threshold set at four percentage points lower than the revenue AGR of the analog semiconductor industry (the “Index”), derived using historical and forecasted revenue data reported by WSTS. To the extent the Company’s net revenue AGR exceeded the minimum threshold of four percentage points below the Index, the number of PSU shares vesting would have increased linearly from 25% at the minimum threshold, up to 100% of the target amount when the Company’s net revenue AGR was equal to the Index, and linearly from that level up to a maximum of 200% of the target amount when the Company’s net revenue AGR was equal to or greater than four percentage points higher than the Index. In the event that the Company’s net revenue AGR is zero or negative, vesting is limited to no more than 100% of the target amount. In January 2026, under the net revenue component, we achieved 69% of the target Relative Measure for 2025, and accordingly the Talent and Compensation Committee approved vesting of approximately 20.8% of the total target PSUs awarded. Non-GAAP Operating Income Component: The PSUs would not vest for the named executive officers with respect to the non-GAAP operating income component of the 2025 Plan if 2025 non-GAAP operating income failed to exceed $62.1 million. To the extent actual non-GAAP operating income exceeded $62.1 million, the number of shares subject to the PSUs vesting would have increased linearly from 25% at $62.1 million of non-GAAP operating income up to 100% of the target amount at $78.5 million, and linearly from that level up to a maximum of 200% of the target amount at $94.8 million. The non-GAAP operating income thresholds were derived from the revenue thresholds based on the Board-approved budget for 2025. The Talent and Compensation Committee believed that reaching these levels would have been unlikely without market-share gains and operational effectiveness. In January 2026, under the non-GAAP operating income component, based on the $61.7 million of non-GAAP operating income achieved in 2025, the Talent and Compensation Committee determined that none of the total target PSUs awarded would vest in 2026. Strategic Goals Component: The PSUs would not vest for the named executive officers with respect to the strategic-goals component of the 2025 Plan if the established goals were not achieved. Each of the strategic goals was assigned a percentage of 1% to 12% adding up to 40% of the target. The strategic-goals portion of the 2025 Plan consisted of seven strategic goals, including goals related to product development, design wins impacting future revenue growth, targeted market penetration through flat rate of design wins, increased wafer and manufacturing capacity and manufacturing cost reductions. If all of the strategic goals met or exceeded the minimum established threshold, then the number of shares subject to PSU vesting for the strategic goals component would have increased linearly from zero at the minimum level up to 100% if the target strategic goals were met, and up to a maximum of 200% if the stretch strategic goals were met or exceeded. In January 2026, under the strategic goals component, based on the level of strategic goals achieved in 2025, the Talent and Compensation Committee approved achievement of approximately 140% of the strategic goals for 2025 and accordingly, vesting of approximately 56% of the total target PSUs awarded in 2026. 2026 Short-Term Incentive Program Changes As noted above, our 2026 short-term incentive plan has been significantly revised to better align with our corporate strategy and stockholder feedback. For additional information, please see the section entitled “Changes to Our 2026 Compensation Program” above. 2025 Long-Term Equity Incentive Awards. The following section describes the Company’s long-term incentive program design for fiscal year 2025, which reflects a legacy structure. The 2026 program includes significant revisions in recognition of our new corporate strategy and in response to stockholder feedback. For additional information, please see the section entitled “Changes to Our 2026 Compensation Program” above. In 2025, the Talent and Compensation Committee approved grants of RSUs and PRSUs to the Company’s named executive officers. RSUs generally vest over four years, with one-fourth vesting on each anniversary of the grant date, consistent with the Company’s standard RSU vesting schedule. PRSUs are subject to a three-year performance period ending December 31, 2027 and vest based on the Company’s performance against established performance targets. The relative measure compares the Company’s net revenue CAGR to the revenue CAGR of the analog semiconductor industry over the applicable three-year period. The absolute measure is based on the Company’s net revenue growth relative to defined internal net revenue targets over the same period. Both measures are designed to be challenging to achieve. The number of PRSUs that vest will be determined based on achievement relative to the established minimum, target, and maximum thresholds for the three-year period ending December 31, 2027, and will vest in early 2028 following certification of performance by the Talent and Compensation Committee. If the Company’s net revenue CAGR or net revenue growth do not exceed the applicable minimum threshold under either measure, no PRSUs will vest. Above the minimum threshold, vesting increases on a straight-line basis from 25% up to 100% at target and up to a maximum of 200% of target based on higher achievement under the relative or absolute measure. In the event of mergers, acquisitions, divestitures, or patent or other litigation settlements or judgments during the performance period, the minimum, target, and maximum net revenue thresholds will be adjusted based on an approved plan presented to the Board. Determination of RSU and PRSU Grant Amounts In determining long-term incentive awards for the named executive officers, the Talent and Compensation Committee considered both the leadership and relative contribution of each executive to the performance of the Company, as well as long-term incentive pay at peer companies and market data provided by Aon.

  62. Mechanics of 2025 Performance-Based Equity Incentive Awards

    For the Chief Executive Officers’ 2025 equity grants, the Talent and Compensation Committee also considered the value of the PRSU award as a percentage of the total long-term equity award and determined that an allocation of 50% target PRSUs and 50% RSUs was appropriate.

  63. 2025 Long-Term Incentive Awards

    2025 Long-Term Incentive Awards

  64. 2025 Long-Term Incentive Awards

    | Named Executive Officer | Target PRSUs | Grant Date Fair Value | RSUs | Grant Date Fair Value | | Current Employees | | | | | | Jennifer Lloyd | 52,487 | $2,370,281 | 52,487(1) | $2,327,037 | | Robert Eric Verity | — | — | 2,008(2) | $96,280 | | Sunil Gupta | 5,500 | $310,184 | 16,500 | $916,994 | | Gagan Jain | 3,200 | $360,941 | 9,600 | $533,523 | | Former Employees | | | | | | Balu Balakrishnan | 60,000 | $3,383,826 | 60,000 | $3,334,522 | | Sandeep Nayyar | 10,000 | $563,970 | 30,000 | $1,667,261 | | Douglas Bailey | 4,000 | $225,588 | 12,000 | $666,904 | | Radu Barsan | 6,000 | $338,382 | 18,000 | $1,000,357 | | Cliff Walker | 4,500 | $253,787 | 13,500 | $750,267 |

  65. 2025 Long-Term Incentive Awards

    | (1) Dr. Lloyd received a sign-on equity grant in connection with her commencement of services as the Company’s President and Chief Executive Officer. Such grant is not reflected in this table. |

  66. 2025 Long-Term Incentive Awards

    | (2) Mr. Verity served as interim Chief Financial Officer from October 4, 2025 through January 5, 2026, and for this reason was not eligible for a 2025 PRSU grant. Mr. Verity received an RSU award in recognition of the commencement of his services as the Company’s interim Chief Financial Officer. Such grant is not reflected in this table. |

  67. 2025 Long-Term Incentive Awards

    2026 Long-Term Incentive Program Changes As noted above, our 2026 long-term incentive plan includes significant revisions in recognition of our new corporate strategy and stockholder feedback. For additional information, please see the section entitled “Changes to Our 2026 Compensation Program” above.

  68. Leadership Transitions

    Leadership Transitions Board Oversight of Chief Executive Officer Succession. Following Mr. Balakrishnan’s announcement of his retirement, the Board delegated oversight of the Chief Executive Officer succession process to two members of the Nominating and Governance Committee. These directors interviewed three executive search firms and selected one firm to lead the Chief Executive Officer search process. The selected search firm interviewed all members of the Board to develop role requirements, interviewed internal candidates and external candidates and prepared development plans for each internal candidate. Following interviews and deliberations, the two directors identified two finalist candidates. Each finalist was interviewed by every member of the Board, following which the Board unanimously selected Dr. Lloyd to serve as Chief Executive Officer. New Chief Executive Officer Compensation. Dr. Lloyd’s new hire compensation package was developed by the Talent and Compensation Committee and other Board members based on market data provided by Aon and is described above under “Compensation Arrangement with Dr. Lloyd”. In addition to the compensation package provided under her employment agreement with the Company, under her Executive Officer Benefits Agreement (“EOBA”), Dr. Lloyd is entitled to certain severance and other benefits. Prior to extending the offer to Dr. Lloyd, the Talent and Compensation Committee conducted an extensive review of best practices with regards to severance and change in control benefits for other executives in our industry. Accordingly, terms extended to Dr. Lloyd conform with governance best practice and industry standards and differ materially from those previously accorded to Mr. Balakrishnan. Changes include, but are not limited to, removal of single-trigger benefits, removal of employee-favorable treatment of outstanding equity at time of termination (for example, accelerated payments and payments at maximum, regardless of actual performance), and removal of inclusion of leadership changes in the “good reason” definition. For additional details, please see section below entitled “Employment, Severance and Change of Control Agreements.” Transition of Former Chief Executive Officer to Executive Chairman. On July 21, 2025, Mr. Balakrishnan resigned as Chief Executive Officer and President of the Company. At the request of the Board, Mr. Balakrishnan continued to serve as Executive Chairman through February 9, 2026 and will serve as a member of the Board until the 2026 annual meeting of stockholders. Beginning on February 9, 2026, Mr. Balakrishnan also agreed to serve as a consultant to the Company, providing expertise as requested with respect to intellectual property and patent litigation matters that the Board believes are important to the Company’s future success. The Company and Mr. Balakrishnan have entered into a transition agreement and a consulting agreement which provide for the following:

  69. Leadership Transitions

    | ● | During his service as a consultant to the Company, Mr. Balakrishnan will not receive any additional cash or equity compensation for his services, inclusive of time associated with the preparation for and defense of pending patent litigation matters. |

  70. Leadership Transitions

    | ● | Mr. Balakrishnan’s outstanding equity awards will remain eligible to vest in accordance with their original terms and the terms of the Balakrishnan EOBA (as defined below). The majority of these awards are subject to performance criteria established at the time of grant and will generally vest only if those criteria are achieved at the end of the applicable performance period, subject to acceleration upon certain change in control or termination events as described in the Balakrishnan EOBA. The Company is not providing, and does not expect to provide, Mr. Balakrishnan with any additional compensation for services during the consulting period. |

  71. Leadership Transitions

    | ● | Mr. Balakrishnan also agreed to modify the existing Chief Executive Officer Benefits Agreement (the “Balakrishnan EOBA”) to eliminate certain severance benefits, including cash severance, payment of outstanding PSU awards at maximum performance levels, COBRA premium payments, and retirement benefits in connection with certain qualifying terminations, including following a change of control. Mr. Balakrishnan’s right to accelerated vesting of equity awards following a change of control that occurs after a non-change-of-control qualifying termination was limited to change-of-control events occurring within three months following such termination. In addition, as of February 9, 2026, the Balakrishnan EOBA was further amended to eliminate eligibility for benefits in the event of Mr. Balakrishnan’s death or permanent disability. The definition of “cause” in the Balakrishnan EOBA was also amended to include a material breach by Mr. Balakrishnan of any agreement between him and the Company, including his transition agreement and the consulting agreement. |

  72. Leadership Transitions

    | ● | 2025 short- and long-term incentive equity awards, including: |

  73. Leadership Transitions

    oPSUs with an intended target value of $425,000, pro-rated to reflect Ms. Erba’s start date, subject to the terms and conditions of the Company’s 2026 PSU program providing for PSU vesting based on achievement of performance conditions for the 2026 calendar year oRSU award with an intended target value of $3,000,000, vesting over four years on each anniversary of Ms. Erba’s start date oPRSUs award with an intended target value of $2,000,000 subject to the terms and conditions of the Company’s 2026 PRSU program vesting based on achievement of performance conditions over the three-year period starting on January 1, 2026

  74. Leadership Transitions

    | ● | Under her EOBA, Ms. Erba is entitled to certain severance and other benefits. Ms. Erba’s EOBA is substantially similar to that of Dr. Lloyd, and all terms conform with governance best practice and industry standards. For additional details, please see section below entitled “Employment, Severance and Change of Control Agreements.” |

  75. Updated Severance Benefits

    Updated Severance Benefits Some of our current executive officers are party to EOBAs and offer letters (collectively, the “Employment Benefits Agreements”) that contain provisions regarding severance benefits in the event the executive is terminated without cause or resigns for good reason. The Talent and Compensation Committee believes these benefits will help the Company to attract and retain executive officers by mitigating the risk of employment and compensation loss due to a change of control. As part of our commitment to reviewing our overall compensation program and ensuring alignment with governance best practices and industry standards, and to be responsive to stockholder feedback, we made significant changes to our severance benefits agreements in 2025. Changes to contract terms include, but are not limited to, removal of single-trigger benefits, removal of employee-favorable treatment of outstanding equity at time of termination (for example, accelerated payments / payments at max, regardless of actual performance), and modification of “good reason” definition to remove inclusion of leadership changes in the definition. Beginning with Dr. Lloyd’s employment agreement and EOBA (as described above under “Compensation Related to Leadership Transitions – New Chief Executive Officer Compensation”), and for all agreements extended to executives hired after Dr. Lloyd, have included substantially similar terms. In addition, we do not provide any tax gross-up payments on severance benefits. We expect to maintain these terms going forward. A summary of the material terms of these EOBAs, together with a quantification of the benefits available under the benefits agreements, may be found in the section below entitled “Employment, Severance and Change of Control Agreements.”

  76. Additional Compensation Policies and Practices

    Additional Compensation Policies and Practices Accounting Considerations. We take financial reporting implications into consideration in designing compensation plans and arrangements for the members of our executive team, other employees and members of our Board. These accounting considerations include the recognition of stock-based compensation expense under ASC 718, which governs the accounting treatment of stock-based compensation awards. Part of our Talent and Compensation Committee and Board’s analysis of equity compensation awards is the aggregate financial accounting expense and timing of when that expense would be recognized, both on a stand-alone basis and in connection with other stock-based compensation. Tax Considerations. We do not provide any of our named executive officers with a gross-up or other reimbursement for tax amounts the individual might pay pursuant to Sections 280G, 4999, or 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Code Sections 280G and 4999 provide that named executive officers, directors who hold significant stockholder interests and certain other service providers could be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of our Company that exceeds certain limits, and that we or our successor could lose a deduction on the amounts subject to the additional tax. Code Section 409A also imposes significant taxes on the individual in the event that an executive officer, director, or other service provider receives “deferred compensation” that does not meet the requirements of Code Section 409A. Under Code Section 162(m), the deductibility of executive compensation is limited to $1 million per year for the Chief Executive Officer and certain of our current and former highly compensated executive officers (collectively “covered employees”). While we cannot predict how the deductibility limit may impact our compensation program in future years, we intend to maintain an approach to executive compensation that strongly links pay to performance. In addition, although we have not adopted a formal policy regarding tax deductibility of compensation paid to our named executive officers, the Board may consider tax deductibility under Code Section 162(m) as a factor in its compensation decisions. Stock Ownership Guidelines. Our Chief Executive Officer is subject to our Chief Executive Officer stock ownership guideline. The Talent and Compensation Committee believes that ownership of the Company’s common stock is an effective means to reinforce alignment of the chief executive officer’s interests with those of the Company’s stockholders. In 2025, we strengthened our Chief Executive Officer ownership requirement from three times to five times base salary. Under the guideline, our Chief Executive Officer is required to own a number of shares of the Company’s common stock having a value equal to at least five times their then current base salary, with a five-year period to attain the target ownership level. At the Board’s discretion, this requirement may be evaluated to be waived or the date for compliance be extended, in the case of a Chief Executive Officer who, because of his or her personal circumstances, would incur hardship by complying with this requirement, including in the event of the Chief Executive Officer ceasing to be in compliance as a result of a decrease in the price of the Company’s common stock. As part of our continued efforts to conform our compensation program with best practices and industry standards, the Talent and Compensation Committee also intends to complete a comprehensive review of executive and Board stock ownership guidelines in 2026 and make changes as appropriate. Prohibition on Hedging and Insider Trading Policy. Our Board has adopted a policy that prohibits directors, executive officers and other insiders (as defined in such policy) from engaging in short sales, transactions in put or call options, hedging transactions or other inherently speculative transactions with respect to our common stock at any time. Our Board has also adopted an insider trading policy governing the purchase, sale and/or other dispositions of the Company’s securities by directors, officers and employees that is designed to promote compliance with insider trading laws, rules and regulations, as well as procedures designed to further the foregoing purposes. A copy of our insider trading policy is filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. In addition, from time to time, the Company may engage in transactions in Company securities. It is the Company’s intent to comply with applicable laws and regulations relating to insider trading. Perquisites and Generally Available Benefit Programs. We annually review the perquisites that named executive officers receive. Our named executive officers, like our other employees, are eligible to participate in our employee stock purchase plan. In addition, the named executive officers may participate in the various employee benefit plans that are generally available to all employees, including medical, vision and dental care plans; flexible spending accounts for healthcare; life, accidental death and dismemberment and disability insurance; and paid time off. We also maintain a 401(k) retirement savings plan for the benefit of all of our employees, including our named executive officers. In 2025, 2024 and 2023 Power Integrations contributed to the employee 401(k) plan; the plan provided a contribution match of 4% of salary up to a maximum of $14,000 in 2025, $13,800 in 2024, and $13,200 in 2023. The Company’s contribution is discretionary and the decision to contribute is made by the Company each year based on business conditions. We do not provide specified retirement programs such as pension plans, or deferred compensation plans. We provide certain retirement benefits to the named executive officers, as described below under the heading “Retirement Benefits.” Compensation “Clawback”. In 2009, we implemented a compensation “clawback” mechanism with respect to compensation of our executive officers. The clawback conditions the payment of any cash or equity bonuses to executive officers on an agreement to repay a portion of the bonuses in the event of a financial accounting restatement resulting from error or intentional misconduct by the officers. Specifically, any officer determined by the Board to have engaged in intentional misconduct resulting in material noncompliance by the Company with any financial reporting requirements of federal securities laws, in turn resulting in the restatement of any financial statement filed in the twelve months prior to the bonus payout, will reimburse the Company the difference between the amount of any bonus received and the amount the officer would have received had the amount of the bonus been calculated based on the restated financial statements. We adopted a new Incentive Compensation Recoupment Policy, effective as of October 2, 2023 to comply with Nasdaq listing standards, which requires the “clawback” of incentive compensation paid to current and former executive officers when that compensation is based upon achievement of financial results that later require a restatement whether or not resulting from error or intentional misconduct by such executive officers. A copy of the Incentive Compensation Recoupment Policy was filed as Exhibit 97 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and is incorporated by reference on our Form 10-K for the fiscal year ended December 31, 2025.

  77. Additional Compensation Policies and Practices

    Equity Grant Policy. Awards under our current compensation programs consist of RSUs, PSUs and PRSUs. We do not take material nonpublic information into account when determining the timing or terms of executive awards, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. We did not grant stock options to any employees (including the NEOs) in 2025 and have never granted stock appreciation rights. We have no policies or practices to disclose pursuant to Item 402(x)(1) of Regulation S-K.

  78. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding the compensation of services performed during the fiscal years ended December 31, 2025, 2024 and 2023 for the Company’s named executive officers as defined under Item 402 of Regulation S-K. We refer to these employees collectively as our “named executive officers.”

  79. Summary Compensation Table

    | | | | | | Change in | | | | | | | | | Retirement Value | | | | | | | | | and Nonqualified | | | | | | | | | Deferred | | | | | | | | Stock | Compensation | All Other | | | Name and Principal Position | Year | Salary | Bonus(1) | Awards(2) | Earnings(3) | Compensation(4) | Total | | Current Employees | | | | | | | | | Jennifer Lloyd (5) | 2025 | $295,000 | — | $6,024,623 | — | $1,816 | $6,321,439 | | President and Chief | | | | | | | | | Executive Officer | | | | | | | | | Robert Eric Verity (6) | 2025 | $336,781 | — | $244,545 | — | $17,162 | $598,488 | | Interim Chief Financial Officer | | | | | | | | | Sunil Gupta | 2025 | $409,154 | — | $1,517,385 | — | $16,439 | $1,942,978 | | Vice President, | 2024 | $399,327 | — | $1,703,531 | $5,367 | $15,739 | $2,123,964 | | Operations | 2023 | $380,000 | $250 | $1,790,980 | $2,083 | $14,510 | $2,187,823 | | Gagan Jain (7) | 2025 | $316,385 | — | $1,277,538 | — | $21,572 | $1,615,495 | | Vice President, | | | | | | | | | Worldwide Sales | | | | | | | | | Former Employees | | | | | | | | | Balu Balakrishnan | 2025 | $580,269 | — | $7,647,010(8) | — | $16,154 | $8,243,433 | | Former President and | 2024 | $738,192 | $1,500 | $7,856,013 | — | $14,454 | $8,610,159 | | Chief Executive Officer | 2023 | $706,250 | $1,500 | $7,497,159 | — | $14,073 | $8,218,982 | | Sandeep Nayyar | 2025 | $361,904 | — | $2,579,480 | — | $66,289 | $3,007,673 | | Former Chief Financial | 2024 | $464,827 | — | $2,945,949 | — | $15,739 | $3,426,515 | | Officer | 2023 | $445,000 | — | $3,078,389 | $5,382 | $15,274 | $3,544,045 | | Douglas Bailey (7) | 2025 | $182,192 | — | $1,113,050 | — | $652,068 | $1,947,310 | | Former Vice President, Marketing | | | | | | | | | Radu Barsan | 2025 | $285,255 | — | $1,628,946 | — | $46,320 | $1,960,521 | | Former Vice President, | 2024 | $418,192 | — | $1,857,278 | — | $14,454 | $2,289,924 | | Technology | 2023 | $411,250 | $1,000 | $2,121,483 | — | $13,521 | $2,547,254 | | Cliff Walker (7) | 2025 | $404,135 | — | $1,236,220 | — | $16,989 | $1,657,344 | | Former Vice President, | 2024 | $394,288 | — | $1,298,066 | — | $15,289 | $1,707,643 | | Corporate Development | | | | | | | |

  80. Summary Compensation Table

    | (1) The bonus for Mr. Balakrishnan in 2024 and 2023 was awarded for work on individual patents that were assigned to Power Integrations. The bonus for Mr. Barsan and Mr. Gupta in 2023 includes a discretionary cash bonus. |

  81. Summary Compensation Table

    | (2) The grant date fair value for all stock awards has been calculated in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in Note 7 to our audited consolidated financial statements for the fiscal year ended December 31, 2025, included in our Annual Report on Form 10-K. In the case of annual and long-term performance-based equity incentive awards granted in 2025, 2024, and 2023, all of which were subject to certain performance conditions, as further described in the “Compensation Discussion & Analysis” section with respect to the 2025 grants, the fair value at the grant date is based upon the probable outcome of the satisfaction of the performance conditions. The grant-date fair value of time-based equity incentive awards was calculated by multiplying the closing stock price on the grant date by each award, reduced by the discounted present value of dividends expected to be declared before the awards vest. |

  82. Summary Compensation Table

    | a. | The amounts for 2025 are presented at target. Assuming the maximum level of performance conditions was achieved for performance-based awards, the grant-date fair value of the stock awards granted to Dr. Lloyd, Mr. Verity, Mr. Balakrishnan, Mr. Nayyar, Mr. Bailey, Mr. Barsan, Mr. Gupta, Mr. Jain, and Mr. Walker in 2025 is $8,756,767, $292,839, $11,959,498, $3,491,699, $1,559,196, $2,257,536, $2,117,776, $2,021,553 and $1,722,173, respectively. |

  83. Summary Compensation Table

    | b. | The amounts for 2024 are presented at target. Assuming the maximum level of performance conditions was achieved for performance-based awards, the grant-date fair value of the stock awards granted to Mr. Balakrishnan, Mr. Nayyar, Mr. Barsan, Mr. Gupta, and Mr. Walker in 2024 is $12,304,723, $3,961,320, $2,556,209, $2,358,453 and $1,803,575, respectively. |

  84. Summary Compensation Table

    | c. | The amounts for 2023 are presented at target. Assuming the maximum level of performance conditions was achieved for performance-based awards, the grant-date fair value of the stock awards granted to Mr. Balakrishnan, Mr. Nayyar, Mr. Barsan and Mr. Gupta in 2023 is $11,755,296, $4,112,345, $2,896,047 and $2,451,509, respectively. |

  85. Summary Compensation Table

    | (3) Includes an estimate of the aggregate change in the actuarial present value of each named executive officer’s accumulated benefit under the named executive officer’s retirement plan. |

  86. Summary Compensation Table

    | (4) Includes 401(k) plan contribution match, including in the amounts of $13,472 for Mr. Verity, $14,000 for Mr. Gupta, $11,190 for Mr. Jain, $14,000 for Mr. Walker, $14,000 for Mr. Balakrishnan and $14,000 for Mr. Nayyar. Includes life insurance premiums as well as vacation cash-out which all employees have the option to participate in after one full year of service. Amounts for Mr. Bailey include a severance payment of $586,850 related to his termination in June 2025. Amounts for Mr. Balakrishnan, Mr. Verity, Mr. Nayyar, Mr. Gupta, Mr. Walker and Mr. Barsan include service-related employee recognition awards. Amounts for Mr. Verity, Mr. Nayyar and Mr. Jain include amounts paid for wellness benefits. For Mr. Jain, the amounts include commission payments. Amounts for Mr. Barsan include cash in lieu of medical benefits. |

  87. Summary Compensation Table

    | (5) The Board elected Dr. Lloyd as President and Chief Executive Officer effective in July 2025. |

  88. Summary Compensation Table

    | (6) The Board appointed Mr. Verity as interim Chief Financial Officer effective in October 2025. Mr. Verity previously served as the Company’s senior director of finance and remained in this role during and following his service as interim Chief Financial Officer. |

  89. Summary Compensation Table

    | (7) Mr. Bailey and Mr. Jain were not named executive officers in 2024 or 2023. Mr. Walker was not a named executive officer in 2023. |

  90. Summary Compensation Table

    | (8) In addition to the equity grants described above, in connection with Mr. Balakrishnan’s transition from Chief Executive Officer and President, all of his unvested equity awards were treated as modified for financial accounting purposes in FY2025. The modification resulted in approximately $8.4 million of accounting expense being recognized for those awards during the year ended December 31, 2025 with such expense recognized as described in Note 7 to the financial statements filed with our Form 10-K. |

  91. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 The following table shows for the fiscal year ended December 31, 2025, certain information regarding grants of plan-based awards to the named executive officers:

  92. Grants of Plan-Based Awards in 2025

    | | | | | | All Other | | | | | Estimated Future Payouts Under | | | Stock | | | | | Equity Performance-based Incentive | | | Awards: | | | | | Plan Awards and Long-term | | | Number of | Grant Date Fair | | | | Performance-based Incentive Awards(1) | | | Shares of | Value of Stock | | Name | Grant Date | Threshold | Target | Maximum | Stock or Units | Awards(6) | | Current Employees | | | | | | | | Jennifer Lloyd | 08/01/2025(2) | 1,150 | 7,664 | 15,328 | | $361,864 | | | 08/01/2025(3) | 13,122 | 52,487 | 104,974 | | $2,370,281 | | | 08/01/2025(4) | | | | 52,487 | $2,327,037 | | | 08/01/2025(5) | | | | 20,995 | $965,441 | | Robert Eric Verity | 04/01/2025(2) | 143 | 954 | 1,908 | | $48,294 | | | 04/01/2025(4) | | | | 2,008 | $96,280 | | | 11/03/2025(5) | | | | 2,402 | $99,971 | | Sunil Gupta | 01/28/2025(2) | 750 | 5,000 | 10,000 | | $290,207 | | | 01/28/2025(3) | 1,375 | 5,500 | 11,000 | | $310,184 | | | 01/28/2025(4) | | | | 16,500 | $916,994 | | Gagan Jain | 01/28/2025(2) | 495 | 3,300 | 6,600 | | $383,074 | | | 01/28/2025(3) | 800 | 3,200 | 6,400 | | $360,941 | | | 01/28/2025(4) | | | | 9,600 | $533,523 | | Former Employees | | | | | | | | Balu Balakrishnan | 01/28/2025(2) | 2,400 | 16,000 | 32,000 | | $928,662 | | | 01/28/2025(3) | 15,000 | 60,000 | 120,000 | | $3,383,827 | | | 01/28/2025(4) | | | | 60,000 | $3,334,522 | | Sandeep Nayyar | 01/28/2025(2) | 900 | 6,000 | 12,000 | | $348,249 | | | 01/28/2025(3) | 2,500 | 10,000 | 20,000 | | $563,970 | | | 01/28/2025(4) | | | | 30,000 | $1,667,261 | | Douglas Bailey | 01/28/2025(2) | 570 | 3,800 | 7,600 | | $220,558 | | | 01/28/2025(3) | 1,000 | 4,000 | 8,000 | | $225,588 | | | 01/28/2025(4) | | | | 12,000 | $666,904 | | Radu Barsan | 01/28/2025(2) | 750 | 5,000 | 10,000 | | $290,207 | | | 01/28/2025(3) | 1,500 | 6,000 | 12,000 | | $338,382 | | | 01/28/2025(4) | | | | 18,000 | $1,000,357 | | Cliff Walker | 01/28/2025(2) | 600 | 4,000 | 8,000 | | $232,166 | | | 01/28/2025(3) | 1,125 | 4,500 | 9,000 | | $253,787 | | | 01/28/2025(4) | | | | 13,500 | $750,267 |

  93. Grants of Plan-Based Awards in 2025

    | (1) These columns set forth the threshold, target and maximum amounts of PSUs for each named executive officer for the year ended December 31, 2025 under the 2025 Plan. The actual grant date fair values of the awards earned for the year ended December 31, 2025, for each named executive officer are set forth in the “Summary Compensation Table” above. As such, the amounts set forth in these columns do not represent additional compensation earned by the named executive officers for the year ended December 31, 2025. For a description of the 2025 Plan, see “Compensation Discussion and Analysis.” |

  94. Grants of Plan-Based Awards in 2025

    | (2) Reflects PSUs granted pursuant to the 2025 Plan, which were granted under the 2016 Plan. No PSUs were to vest if Power Integrations’ 2025 actual revenue or revenue AGR relative to the analog semiconductor industry, actual non-GAAP operating income and strategic goals did not exceed at least established minimum amounts as set forth in the 2025 Plan; target represents the number of PSUs which would have vested if the metrics in the 2025 Plan were met at target; and maximum represents the maximum awards which would have vested if the metrics in the 2025 Plan were met at or above the maximum amounts, which maximum performance is 200% of the target number. Payouts were to increase linearly from the minimum to target and target to maximum, based on performance. The Talent and Compensation Committee determined that Power Integrations satisfied the relative measure of the revenue component at 20.8% of the target level and the strategic goals component under the 2025 Plan at approximately 56% of the target level. Accordingly, approximately 76.8% of the target PSUs vested and the underlying shares were issued in February 2026. |

  95. Grants of Plan-Based Awards in 2025

    | (3) Reflects PRSUs granted. No PRSUs are to vest if Power Integrations’ revenue Compound Annual Growth Rate (“CAGR”) for the three-year period ending December 31, 2027, or its revenue growth relative to defined internal revenue targets over the same period, do not exceed at least the minimum amounts specified in the relative and absolute performance measures respectively. Target represents the number of PRSUs which would vest if Power Integrations’ performance equals the target threshold specified by either measure; maximum represents the awards which would vest if Power Integrations’ performance equals or exceeds the established maximum amounts relative to that respective measure. Above the minimum threshold, vesting increases on a straight-line basis up to 100% at target and up to a maximum of 200% of target based on higher achievement under the relative or absolute measure. |

  96. Grants of Plan-Based Awards in 2025

    | (4) Restrictions on the RSU awards lapse at the rate of 25% per year, with the first annual vest in 2026. |

  97. Grants of Plan-Based Awards in 2025

    | (5) Restrictions on the RSU awards lapse at the rate of 50% per year, with the first annual vest in 2026. |

  98. Grants of Plan-Based Awards in 2025

    | (6) Represents the grant-date fair value of stock awards as determined in accordance with ASC 718. In the case of time-based RSUs, the grant-date fair value was calculated by multiplying the closing price of our common stock on the grant date by the number of shares underlying the award reduced by the discounted present value of dividends expected to be declared before the awards vest. In the case of performance-based equity incentive awards, the grant-date fair value is presented at target, which represented the probable outcome of the satisfaction of the performance conditions at the date of grant. |

  99. Grants of Plan-Based Awards in 2025

    The amount of salary and grant-date fair value of performance-based equity incentive awards in proportion to total compensation in 2025 varied by executive but was consistent with the Talent and Compensation Committee’s objectives with respect to executive compensation. See “Compensation Discussion and Analysis” above for a discussion of our 2025 annual and long-term performance-based equity incentive awards and other elements of compensation.

  100. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table shows for the fiscal year ended December 31, 2025, certain information regarding outstanding equity awards at fiscal year-end for the named executive officers. None of our named executive officers held any stock options as of December 31, 2025.

  101. Outstanding Equity Awards as of December 31, 2025

    Outstanding Equity Awards as of December 31, 2025

  102. Outstanding Equity Awards as of December 31, 2025

    | | Stock Awards | | | | | | | | Equity Incentive | Equity Incentive | | | | | Plan Awards: | Plan Awards: | | | | | Number of | Market Value of | | | Number of | Market Value of | Unearned Shares, | Unearned Shares, | | | Shares or Units | Shares or Units | Units or Other | Units or Other | | | of Stock That | of Stock That | Rights That Have | Rights That Have | | Name | Have Not Vested | Have Not Vested (16) | Not Vested | Not Vested (18) | | Current Employees | | | | | | Jennifer Lloyd | 52,487(1) | $1,865,388 | 52,487(14) | $1,865,388 | | | 20,995(2) | $746,162 | 5,885(15) | $209,153 | | Robert Eric Verity | 363(3) | $12,901 | 732(15) | $26,015 | | | 1,200(5) | $42,648 | — | — | | | 726(7) | $25,802 | — | — | | | 1,278(8) | $45,420 | — | — | | | 2,008(11) | $71,364 | — | — | | | 2,402(12) | $85,367 | — | — | | Sunil Gupta | 2,100(4) | $74,634 | 5,160(13) | $183,386 | | | 7,050(6) | $250,557 | 5,500(14) | $195,470 | | | 11,610(8) | $412,619 | 3,840(15) | $136,474 | | | 16,500(10) | $586,410 | | | | Gagan Jain | 375(3) | $13,328 | 2,000(13) | $71,080 | | | 1,200(5) | $42,648 | 3,200(14) | $113,728 | | | 850(7) | $30,209 | 2,534(15) | $90,058 | | | 1,287(8) | $45,740 | — | — | | | 3,900(9) | $138,606 | — | — | | | 9,600(10) | $341,184 | — | — | | Former Employees | | | | | | Balu Balakrishnan | 8,500(4) | $302,090 | 40,400(13) | $1,435,816 | | | 20,200(6) | $717,908 | 60,000(14) | $2,132,400 | | | 37,725(8) | $1,340,747 | 12,288(15) | $436,716 | | | 60,000(10) | $2,132,400 | — | — | | Sandeep Nayyar | — | — | — | — | | Douglas Bailey | — | — | 1,720(16) | $61,129 | | | | | 667(17) | $23,705 | | Radu Barsan | — | — | 3,292(16) | $116,998 | | | | | 1,463(17) | $51,995 | | | | | 3,840(15) | $136,474 | | Cliff Walker | 1,800(4) | $63,972 | 3,900(13) | $138,606 | | | 4,650(6) | $165,261 | 4,500(14) | $159,930 | | | 8,775(8) | $311,864 | 3,072(15) | $109,179 | | | 13,500(10) | $479,790 | — | — |

  103. Outstanding Equity Awards as of December 31, 2025

    | (1) Represents RSU awards granted on August 1, 2025 which vest at the rate of 25% per year with the initial vest date of July 21, 2026, subject to continuous service. |

  104. Outstanding Equity Awards as of December 31, 2025

    | (2) Represents RSU awards granted on August 1, 2025 which vest at the rate of 50% per year with the initial vest date of July 21, 2026, subject to continuous service. |

  105. Outstanding Equity Awards as of December 31, 2025

    | (3) Represents RSU awards granted on February 1, 2022 which vest at the rate of 25% per year with full vesting on the fourth anniversary of the date of grant, subject to continuous service. |

  106. Outstanding Equity Awards as of December 31, 2025

    | (4) Represents RSU awards granted on February 2, 2022 which vest at the rate of 25% per year with full vesting on the fourth anniversary of the date of grant, subject to continuous service. |

  107. Outstanding Equity Awards as of December 31, 2025

    | (5) Represents RSU awards granted on June 9, 2022 which vest at the rate of 12.5% per year with the initial vest date of November 1, 2022, subject to continuous service. |

  108. Outstanding Equity Awards as of December 31, 2025

    | (6) Represents RSU awards granted on February 9, 2023 which vest at the rate of 25% per year with the full vesting on the fourth anniversary of the date of grant, subject to continuous service. |

  109. Outstanding Equity Awards as of December 31, 2025

    | (7) Represents RSU awards granted on April 3, 2023 which vest at the rate of 25% per year with full vesting on the fourth anniversary of the date of grant, subject to continuous service. |

  110. Outstanding Equity Awards as of December 31, 2025

    | (8) Represents RSU awards granted on April 1, 2024 which vest at the rate of 25% per year with full vesting on the fourth anniversary of the date of grant, subject to continuous service. |

  111. Outstanding Equity Awards as of December 31, 2025

    | (9) Represents RSU awards granted on September 25, 2024 which vest at the rate of 25% per year with full vesting on the fourth anniversary of the date of grant, subject to continuous service. |

  112. Outstanding Equity Awards as of December 31, 2025

    | (10) Represents RSU awards granted on January 28, 2025 which vest at the rate of 25% per year with the initial vest date of January 28, 2026, subject to continuous service. |

  113. Outstanding Equity Awards as of December 31, 2025

    | (11) Represents RSU awards granted on April 1, 2025 which vest at the rate of 25% per year with full vesting on the fourth anniversary of the date of grant, subject to continuous service. |

  114. Outstanding Equity Awards as of December 31, 2025

    | (12) Represents RSU awards granted on November 3, 2025 which vest at the rate of 50% per year with full vesting on the second anniversary of the date grant, subject to continuous service. |

  115. Outstanding Equity Awards as of December 31, 2025

    | (13) Represents the target number of PRSUs granted in 2024 which could vest if the performance vesting criteria with respect to such PRSUs were met but not exceeded at the target level and if the participant remained in continuous service as an employee, director or consultant through the employment vesting date indicated in the participant’s grant notice. PRSUs will not be deemed to be vested based upon the attainment of performance conditions unless and until Power Integrations’ Talent and Compensation Committee makes such determination. Vesting occurs in connection with filing of the Company’s Form 10-K in 2027 based on Company performance measured against established revenue targets for the three-year period ending December 31, 2026, subject to continuous service. |

  116. Outstanding Equity Awards as of December 31, 2025

    | (14) Represents the target number of PRSUs granted in 2025 which could vest if the performance vesting criteria with respect to such PRSUs were met but not exceeded at the target level and if the participant remained in continuous service as an employee, director or consultant through the employment vesting date indicated in the participant’s grant notice. PRSUs will not be deemed to be vested based upon the attainment of performance conditions unless and until Power Integrations’ Talent and Compensation Committee makes such determination. Vesting occurs in connection with filing of the Company’s Form 10-K in 2028 based on Company performance measured against established revenue and operating income targets for the three-year period ending December 31, 2027, subject to continuous service. |

  117. Outstanding Equity Awards as of December 31, 2025

    | (15) Represents the number of PSUs earned under the 2025 Plan. Vesting occurred upon filing of the Company’s 2025 Form 10-K based on Company performance measured against an established net revenue, non-GAAP operating income and strategic goals targets for fiscal year 2025, subject to continuous service. These PSUs vested at approximately 76.8% of target based on achievement of the revenue and strategic goals component, as discussed in “Compensation Discussion and Analysis” above. |

  118. Outstanding Equity Awards as of December 31, 2025

    | (16) Represents a prorated number of target shares based on target number of PRSUs granted in 2024 and the prorated service period for which executive served relative to the full service period for original award. Vesting occurs in connection with filing of the Company’s Form 10-K in 2027 based on Company performance measured against established revenue targets for the three-year period ending December 31, 2026. |

  119. Outstanding Equity Awards as of December 31, 2025

    | (17) Represents a prorated number of target shares based on target number of PRSUs granted in 2025 and the prorated service period for which executive served relative to the full service period for original award. Vesting occurs in connection with filing of the Company’s Form 10-K in 2028 based on Company performance measured against established revenue targets for the three-year period ending December 31, 2027. |

  120. Outstanding Equity Awards as of December 31, 2025

    | (18) Value calculated by multiplying the number of shares underlying the award by $35.54, the closing price of our common stock on December 31, 2025, which was the last trading day of 2025. |

  121. Option Exercises, Stock Vested and Stock Forfeited in Fiscal Year 2025

    Option Exercises, Stock Vested and Stock Forfeited in Fiscal Year 2025 The following table presents for the fiscal year ended December 31, 2025, certain information concerning the aggregate number of shares for which stock awards were vested during fiscal year 2025 for each of the named executive officers. None of our named executive officers held any stock options during fiscal year 2025.

  122. Option Exercises, Stock Vested and Stock Forfeited in Fiscal Year 2025

    | | Stock Awards | | | | Number of Shares | Value Realized on | | Name | Acquired on Vesting(1) | Vesting(2) | | Current Employees | | | | Jennifer Lloyd | — | — | | Robert Eric Verity | 2,919 | $156,475 | | Sunil Gupta | 14,490 | $884,682 | | Gagan Jain | 4,036 | $203,934 | | Former Employees | | | | Balu Balakrishnan | 68,800 | $4,023,172 | | Sandeep Nayyar | 27,761 | $1,660,766 | | Douglas Bailey | 12,850 | $755,903 | | Radu Barsan | 20,400 | $1,214,990 | | Cliff Walker | 14,329 | $846,467 |

  123. Option Exercises, Stock Vested and Stock Forfeited in Fiscal Year 2025

    | (1) Consists of shares acquired upon vesting of RSUs, PSUs and PRSUs. |

  124. Option Exercises, Stock Vested and Stock Forfeited in Fiscal Year 2025

    | (2) Represents the aggregate market price of the common stock on the date of vesting. |

  125. Option Exercises, Stock Vested and Stock Forfeited in Fiscal Year 2025

    The following table presents for the fiscal year ended December 31, 2025, certain information concerning the aggregate number of shares for which stock awards were forfeited during fiscal year 2025 for each of the named executive officers.

  126. Option Exercises, Stock Vested and Stock Forfeited in Fiscal Year 2025

    | | Stock Awards | | | | Number of Shares | Value Forfeited | | Name | Forfeited in Fiscal Year(1) | on Cancellation(2) | | Current Employees | | | | Jennifer Lloyd | 9,443 | $335,604 | | Robert Eric Verity | 1,176 | $41,795 | | Sunil Gupta | 15,560 | $553,002 | | Gagan Jain | 4,066 | $144,506 | | Former Employees | | | | Balu Balakrishnan | 100,512 | $3,572,196 | | Sandeep Nayyar | 135,500 | $5,230,300 | | Douglas Bailey | 37,590 | $1,999,481 | | Radu Barsan | 59,285 | $2,358,539 | | Cliff Walker | 11,128 | $395,489 |

  127. Option Exercises, Stock Vested and Stock Forfeited in Fiscal Year 2025

    | (1) Consists of shares forfeited due to performance conditions not met for PRSUs granted in 2023 and PSUs granted in 2025. For Mr. Nayyar, Mr. Bailey and Mr. Barsan include RSUs forfeited from retirement, voluntary resignation or termination, as applicable. |

  128. Option Exercises, Stock Vested and Stock Forfeited in Fiscal Year 2025

    | (2) Represents the aggregate market price of the common stock on the date of forfeiture. |

  129. Employment, Severance and Change of Control Agreements

    Employment, Severance and Change of Control Agreements Beginning with the employment of Dr. Lloyd in July 2025, we made meaningful updates to our severance arrangements to align with governance best practices and stockholder expectations. A summary of the respective severance benefits under the Go-Forward EOBAs and Legacy EOBAs (each as defined below) is provided below. Descriptions in the table below are qualified by more detailed descriptions of the agreements provided after the table.

  130. Employment, Severance and Change of Control Agreements

    | Severance Arrangements for Executives(1) | | | | | | | Termination with Change in Control | | Termination Absent Change in Control | | | Element | Go-Forward | Legacy(2) | Go-Forward | Legacy | | Severance Payments (Salary & Annual Incentives) | ● 12 months current base salary (24 months for CEO) ● 1x annual incentive at target performance (2x for CEO) | ● 12 months highest base salary in the last 3 years (24 months for CEO) ● 1x annual incentive at maximum performance (2x for CEO) | ● 12 months current base salary(3) ● 1x annual incentive at target performance | ● 6 months highest base salary in the last 3 years ● 0.5x annual incentive at maximum performance | | In-Progress Annual Incentive Compensation | ● Pro rata annual incentive at target performance level | ● Pro rata annual incentive at maximum performance level | ● Pro rata annual incentive at target performance level (lesser of target or actual for CFO) | ● Pro rata annual incentive at maximum performance level | | Time-Vested Long-Term Incentives | Accelerated vesting for all awards | | Unvested awards forfeited | | | Performance-Vested Long-Term Incentives | ● Prorated vesting at target performance level (CEO not prorated) | ● Full awards vesting at maximum performance level | ● Prorated vesting at payout level determined by Compensation Committee (CEO only) | ● Prorated vesting; payout factor determined by Compensation Committee | | Benefits | 12 months (24 months for CEO) | | ● 12 months | ● 6 months | | Protection Period | ● 3 months prior / 12 months post CIC | ● 18 months post CIC or 18 months post CEO termination | N/A | | | Excise Tax | Modified economic cutback / best-net | | N/A | |

  131. Employment, Severance and Change of Control Agreements

    | (1) In addition to compensation terms described below, executives are entitled to accrued benefits (salary, accrued but unused vacation benefits and expenses) through the date of termination. |

  132. Employment, Severance and Change of Control Agreements

    | (2) Represents benefits for senior executives (>5 years of service). Benefits for new executives (<5 years of service) reflect a six-month severance period, with payout multiples reduced from 12 months / 1x to 6 months / 0.5x the applicable compensation element or benefit. |

  133. Employment, Severance and Change of Control Agreements

    | (3) Represents benefits for Chief Executive Officer and Chief Financial Officer. Go-forward benefits for other executives are 6 months current base salary and .5x target annual incentive. |

  134. Employment, Severance and Change of Control Agreements

    In addition to the benefits described above, certain of our named executive officers are (or previously were) entitled to retirement and death and permanent disability benefits, as further described below. Go-Forward EOBAs for Dr. Lloyd and Ms. Erba. In July and November 2025, respectively, the Company entered into an EOBA with each of Dr. Lloyd and Ms. Erba (the “Go-Forward EOBAs”). Pursuant to these Go-Forward EOBAs, Dr. Lloyd and Ms. Erba are entitled to certain benefits in the event of different types of termination. Termination in Connection with a Change in Control Dr. Lloyd and Ms. Erba are entitled to severance benefits in the event that each is terminated without cause or resigns for good reason within three months prior to or 12 months following a change of control. These severance benefits include:

  135. Employment, Severance and Change of Control Agreements

    | ● | Annual base salary continuation of 24 months (12 months for Ms. Erba), payable in a lump sum, |

  136. Employment, Severance and Change of Control Agreements

    | ● | Lump sum cash payment equal to prorated annual incentive PSUs at target performance determined as of date of termination, |

  137. Employment, Severance and Change of Control Agreements

    | ● | Lump sum cash payment equal to 200% (100% for Ms. Erba) annual incentive PSUs at target performance level, |

  138. Employment, Severance and Change of Control Agreements

    | ● | Fully accelerated vesting for then outstanding RSUs, |

  139. Employment, Severance and Change of Control Agreements

    | ● | Accelerated vesting of outstanding PRSUs at target performance level (prorated for Ms. Erba), and |

  140. Employment, Severance and Change of Control Agreements

    | ● | Company’s payment of COBRA premiums for up to 24 months (or 12 months for Ms. Erba) following such cessation of employment subject to certain limitations. |

  141. Employment, Severance and Change of Control Agreements

    Termination Absent a Change in Control Dr. Lloyd and Ms. Erba are entitled to severance benefits in the event of termination of employment by Power Integrations without cause or resignation by Dr. Lloyd or Ms. Erba for good reason that is not in connection with a change of control. Such severance benefits include:

  142. Employment, Severance and Change of Control Agreements

    | ● | Annual base salary continuation of 12 months, payable in a lump sum, |

  143. Employment, Severance and Change of Control Agreements

    | ● | Lump sum cash payment equal to prorated annual incentive PSUs as of date of termination, measured at target for Dr. Lloyd and the lesser of target or actual performance for Ms. Erba, |

  144. Employment, Severance and Change of Control Agreements

    | ● | Lump sum cash payment equal to 100% of annual incentive PSUs at target performance level, and |

  145. Employment, Severance and Change of Control Agreements

    | ● | Company’s payment of COBRA premiums for up to 12 months following such cessation of employment subject to certain limitations. |

  146. Employment, Severance and Change of Control Agreements

    Dr. Lloyd is also entitled to:

  147. Employment, Severance and Change of Control Agreements

    | ● | Accelerated vesting of a pro rata portion of outstanding PRSUs, vesting at the performance levels as determined by the Power Integrations’ Board or Compensation Committee on the date of determination, and |

  148. Employment, Severance and Change of Control Agreements

    | ● | Company’s payment of COBRA premiums for up to 12 months following such cessation of employment subject to certain limitations. |

  149. Employment, Severance and Change of Control Agreements

    Termination Due to Death or Permanent Disability In the event Dr. Lloyd’s service is terminated due to death or permanent disability, she will be entitled to receive a pro-rated portion of any outstanding annual incentive PSUs and PRSUs based on the number of days served, at the performance levels as determined by the Power Integrations’ Board or Compensation Committee on the date of determination. In the event Ms. Erba’s service is terminated due to death or permanent disability, Ms. Erba, or her beneficiaries, will be entitled to a lump sum cash payment equal to the prorated portion of her then outstanding annual performance-based equity incentive awards measured as of the date of termination at the applicable target (i.e., 100%) performance level in effect as of the date of termination and vesting of 100% of then unvested shares subject to options or stock awards (to the extent such stock awards do not constitute a portion of her annual performance-based equity incentive awards). In addition, Ms. Erba will be deemed as remaining in continuous employment for purposes of her outstanding PRSUs. Retirement Dr. Lloyd is entitled to receive a pro-rated portion of any outstanding annual incentive PSUs and PRSUs based on the number of days served, at the performance levels as determined by the Power Integrations’ Board or Compensation Committee on the date of determination. Ms. Erba is entitled to a lump sum cash payment equal to the value of a prorated portion of her then outstanding annual performance award of annual performance-based equity incentive awards at the applicable target (i.e., 100%) performance level in effect as of the date of termination. Other Terms Dr. Lloyd and Ms. Erba must execute a release of claims in a form reasonably satisfactory to the Company and continue to abide by the terms and conditions of any confidentiality and/or proprietary rights agreement between the respective executive officers and the Company. A “change of control” is generally defined in the EOBAs as an acquisition by any person of a beneficial ownership of 50% or more of Power Integrations’ voting stock or outstanding shares of common stock, certain mergers or other business combinations involving Power Integrations, the sale of 50% or more of Power Integrations’ assets, dissolution or liquidation of Power Integrations, or a change in the majority of the incumbent members of the Board within a two-year period (except changes in the Board’s composition approved by a majority of the directors). “Cause” generally includes, among other acts, a material act of theft, dishonesty, fraud, intentional falsification of records, improper disclosure of confidential information, an intentional act by the executive causing or reasonably expected to cause material harm to the reputation of Power Integrations, or the conviction for a felony causing material harm to the reputation and standing of the Company, and “good reason” generally includes, among other acts, a material decrease in the executive’s base salary or target opportunity, a demotion or material reduction in responsibility level, relocation of more than 50 miles (or 30 minutes, with respect to Ms. Erba) from the executive’s current work place or a material adverse change in working conditions or established working hours which persist for a period of six months or any material breach of the EOBAs. If any of the payments and benefits provided under the EOBAs in connection with a change of control (the “Payments”) would result in a “parachute payment” under Section 280G of the Code, the amount of such Payments will be either (i) the full amount of the Payments or (ii) a reduced amount which would result in no portion of the Payments being subject to excise tax (as defined in the EOBAs, as amended), whichever amount provides the greatest amount of benefit to the executive (the “Best After Tax Treatment”). Balakrishnan EOBA. The Balakrishnan EOBA was amended in connection with Mr. Balakrishnan’s entrance into the transition agreement and consulting agreement in July 2025. Mr. Balakrishnan served as Executive Chairman through February 9, 2026 and now serves as a consultant to the Company. In connection with this transition, Mr. Balakrishnan agreed to terminate certain provisions of the Balakrishnan EOBA relating to cash severance in the event of a termination other than for cause or resignation for good reason, and all benefits upon death, permanent disability and retirement benefits were forfeited in connection with the commencement of his consulting services. As the sole compensation for his service as a consultant to the Company providing critical support on intellectual property and ongoing litigation matters, Mr. Balakrishnan’s outstanding equity will continue to vest pursuant to the original terms of each grant and the Balakrishnan EOBA. The vast majority of these awards are subject to performance criteria established at the time of grant and will only be earned if such criteria are met at the conclusion of the applicable performance period, subject to acceleration upon certain change in control or termination events as described in the Balakrishnan EOBA. The Company is not providing, and does not expect to provide in the future, Mr. Balakrishnan with any additional compensation for service during the consulting period. The term of the consulting agreement will continue until February 2, 2029, unless terminated earlier by the Company or Mr. Balakrishnan in accordance with its terms. Legacy EOBAs. Prior to the commencement of Dr. Lloyd’s employment in July 2025, the Company entered into EOBAs with each of Messrs. Balakrishnan, Gupta and Walker and Messrs. Nayyar and Barsan (prior to the cessation of their services), the “Legacy EOBAs”). These legacy benefits, as further outlined below, are coupled with non-competition obligations that might not be enforceable in the absence of additional consideration. The executives must also execute a release of claims in a form reasonably satisfactory to the Company and continue to abide by the terms and conditions of any confidentiality and/or proprietary rights agreement between the respective executive officers and the Company. Change of Control Under the Legacy EOBA, upon a change of control and provided the executive’s employment has not terminated, 100% of the then-unvested shares subject to annual performance-based equity incentive awards and PRSUs shall accelerate and vest at the maximum performance level for each applicable award immediately prior to the consummation of the change of control, and 25% of then-unvested shares subject to options or RSUs will vest (100% for Mr. Balakrishnan). However, if an acquiring company does not assume the options or RSUs, 50% of then-unvested shares will vest if the executive is a “new executive” (generally an executive with fewer than five years of service to Power Integrations as an executive officer) and 100% of the then-unvested shares will vest if the executive is a “senior executive” (generally an executive with at least five years of continuous service to Power Integrations as an executive officer). Termination in Connection with a Change of Control

  150. Employment, Severance and Change of Control Agreements

    Under the Legacy EOBA, each executive is entitled to severance benefits in the event he is terminated without “cause” or resigns for “good reason” within 18 months after (i) a change of control or (ii) for officers other than Mr. Balakrishnan, the date that Mr. Balakrishnan ceased to serve as Chief Executive Officer. These severance benefits include (i) a lump sum cash payment equal to six months of his highest annual salary in the preceding three years (or his currently effective salary if it would be his highest annual salary) from Power Integrations plus the cash value of 50% of the executive’s targeted annual performance-based equity incentive awards at the maximum achievable performance level (whether consisting of cash or stock awards measured as of the date of termination) and (ii) for a senior executive, up to an additional six months of the highest annual salary and the cash value of 50% of the annual performance-based equity incentive awards at the maximum achievable performance level (whether consisting of cash or stock awards, measured as of the date of termination) until such senior executive secures new employment, paid on a ratable monthly basis. Also, each executive shall receive a lump sum cash payment of the cash value of that portion of the then effective targeted annual performance-based equity incentive awards at the maximum achievable performance level as measured on the date of termination, prorated based on days through the date of termination (i.e., a fraction, the numerator of which is the number of days in the applicable performance period prior to such termination of employment and the denominator of which is the total number of days in the applicable performance period). In addition, each executive is entitled to the accelerated vesting of 50% of then-unvested shares subject to options or stock awards (to the extent such stock awards do not constitute a portion of the executive’s annual performance-based equity incentive awards) if the executive is a new executive, or vesting of 100% of then unvested shares subject to options or stock awards (to the extent such stock awards do not constitute a portion of his annual performance-based equity incentive awards) if the executive is a senior executive (with PRSUs vesting at the applicable maximum performance level), extension of the post-termination stock option exercise period to one year for vested options, and continued medical and dental coverage under the Power Integrations’ health plans at Power Integrations’ expense for up to six months for new executives, or for up to twelve months for senior executives. Termination Absent a Change of Control Under the Legacy EOBA, each executive is entitled to severance benefits in the event of termination of employment by Power Integrations without cause or resignation for good reason that is not in connection with a change of control. Such severance benefits include (i) a lump sum cash payment equal to six months of his highest annual salary in the preceding three years (or the his currently effective salary if it would be his highest annual salary) plus 50% of the cash value of his annual performance-based equity incentive awards at the maximum achievable performance level (whether consisting of cash or stock awards, measured as of the date of termination), and (ii) a lump sum cash payment of the cash value of that portion of his then effective targeted annual performance-based equity incentive awards at the maximum achievable performance level as measured on the date of termination, prorated based on days through the date of termination. In addition, each executive is entitled to receive a pro rata portion of any outstanding PRSUs based on the number of days served prior to the date of termination as compared to the performance period for such PRSUs, with any such PRSU vesting at the performance levels as determined by the Power Integrations’ Board or Compensation Committee on the date of determination. Immediately prior to the consummation of any change of control to occur after such termination, a pro rata portion of any outstanding PRSUs will be deemed vested at the applicable maximum achievable performance level. Each executive shall be entitled to continued medical and dental coverage under the Power Integrations’ health plans for six months at Power Integrations’ expense. Terminations Due to Retirement, Death or Permanent Disability Under the Legacy EOBA, each executive is entitled to retirement benefits if he has served Power Integrations for 15 years and has achieved an age of 50, or has served Power Integrations for 10 years and has achieved an age of 55, is not employed elsewhere, full time (other than for an organization described in section 501(c) (3) of the Code), or otherwise engaged in “Competition” (as defined in the EOBA) with Power Integrations or in material breach of the terms and conditions of the executive’s confidentiality agreement with the Company (as applicable). The executive is entitled to the extension of his post-termination stock option exercise period for vested options for the earlier of the term of the option (not to exceed five years) or the termination of the option in connection with any change of control. Each of Mr. Gupta and Mr. Walker is entitled to receive (i) a pro rata portion of any outstanding PRSUs and annual performance-based equity incentive awards based on the number of days served prior to the date of termination as compared to the performance period for such PRSUs or annual performance-based equity incentive awards, with any such PRSU and annual performance-based equity incentive awards vesting at the performance levels as determined by the Power Integrations’ Board or Compensation Committee on the date of determination, and (ii) immediately prior to the consummation of any change of control to occur after such termination, a pro rata portion of any outstanding PRSUs will be deemed vested at the applicable maximum achievable performance level. The Company shall also pay medical and dental premiums for Mr. Gupta and Mr. Walker until the executive achieves the age of Medicare eligibility, as described in the applicable EOBA. Power Integrations will use commercially reasonable efforts to provide that the executive will continue to be eligible for coverage under Power Integrations’ medical and dental plans upon retirement. These retirement benefits will also become available if an executive was eligible for such benefits and his or her employment terminates due to death or disability; Mr. Balakrishnan was entitled to such benefits prior to the commencement of his consulting services on February 9, 2026. Legacy EOBA Terms. A “change of control” is generally defined in the EOBAs as an acquisition by any person of a beneficial ownership of 50% or more of Power Integrations’ voting stock or outstanding shares of common stock, certain mergers or other business combinations involving Power Integrations, the sale of 50% or more of Power Integrations’ assets, dissolution or liquidation of Power Integrations, or a change in the majority of the incumbent members of the Board within a two-year period (except changes in the Board’s composition approved by a majority of the directors).

  151. Employment, Severance and Change of Control Agreements

    “Cause” generally includes, among other acts, a material act of theft, dishonesty, fraud, intentional falsification of records, improper disclosure of confidential information, or an intentional act by the executive causing or expected to cause material harm to the reputation of Power Integrations, or conviction for a felony causing material harm to the reputation and standing of the Company, and “good reason” generally includes, among other acts, a material decrease in the executive’s base salary, target opportunity or employee benefits following a demotion or material reduction in responsibility level, relocation of more than 50 miles (or 30 minutes, with respect to Ms. Erba) from the executive’s current work place or a material adverse change in working conditions or established working hours which persist for a period of six months or any material breach of the EOBA. Nayyar Resignation. On September 16, 2025, Mr. Nayyar informed the Company of his resignation from his position effective October 4, 2025. Mr. Nayyar was not entitled to or paid any severance benefits in connection with his resignation. Bailey Termination. Mr. Bailey ceased providing services to the Company on June 29, 2025. Pursuant to a separation agreement by and between the Company and Mr. Bailey, dated June 30, 2025, in exchange for the execution of the separation agreement and an effective release of claims in favor of the Company, Mr. Bailey was entitled to the severance benefits described in his EOBA upon a termination without cause not in connection with a change of control, as described above under “Employment, Severance and Change of Control Agreements – Legacy EOBAs – Termination Absent a Change in Control.” Barsan Retirement. On August 3, 2025, Mr. Barsan, informed the Company of his intention to retire from employment with the Company on or about September 24, 2025. Mr. Barsan received a service-related employee recognition of $10,000 in connection with his retirement, as well as the retirement benefits he was entitled to under his EOBA, consistent with the terms described above under “Employment, Severance and Change of Control Agreements – Legacy EOBAs – Terminations Due to Retirement, Death or Permanent Disability.”

  152. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control The following table provides information concerning the estimated payments and benefits that would be provided in each of the circumstances described above. Payments and benefits are estimated assuming that the triggering event took place on December 31, 2025, and the price per share of Power Integrations’ common stock is $35.54, the closing price on the Nasdaq Global Select Market on December 31, 2025, the last trading day of 2025. There can be no assurance that a triggering event would produce the same or similar results as those estimated below if such event occurs on any other date or at any other price, or if any other assumption used to estimate potential payments and benefits is not correct. Due to the number of factors that affect the nature and amount of any potential payments or benefits, any actual payments and benefits may be different. The information presented below assumes no adjustment of the payment of benefits to help avoid excise tax under Section 409A of the Internal Revenue Code.

  153. Potential Payments upon Termination or Change of Control

    | | | | Potential Payments Upon Involuntary | | | | | | | | Termination Other Than for Cause or | | | | | | | | Voluntary Termination for Good | | Continuation of Service Without Termination | | | | | | Reason | | After Change of Control | | | | Death or | | Not in connection | In connection | | | | | Permanent | | with a | with a | Acquiring Company | Acquiring Company | | | Disability | Retirement | Change of | Change of | Assumes | Does Not Assume | | | Benefits | Benefits | Control (1) | Control (2) | RSUs/PSUs/PRSUs(3) | RSUs/PSUs/PRSUs(4) | | Current Employees | | | | | | | | Jennifer Lloyd | | | | | | | | Cash Severance-Base Salary | $— | $— | $650,000 | $1,300,000 | $— | $— | | Severance-Equity Bonus (5) | 209,153 | — | 272,379 | 544,757 | — | — | | RSU Vesting Acceleration (6) | — | — | — | 2,611,550 | — | — | | PRSU Vesting Acceleration (7) | 952,591 | — | 952,591 | 1,865,388 | — | — | | Continued Coverage of Employee Benefits (8) | — | — | 54,115 | 108,230 | — | — | | Total Termination Benefits: (9) | $1,161,744 | $— | $1,929,085 | $6,429,925 | $— | $— | | Robert Eric Verity | | | | | | | | Total Termination Benefits: (10) | $— | $— | $— | $— | $— | $— | | Sunil Gupta | | | | | | | | Cash Severance-Base Salary | $— | $— | $205,000 | $410,000 | $— | $— | | Severance-Equity Bonus (5) | — | — | 88,850 | 177,700 | 177,700 | 177,700 | | RSU Vesting Acceleration (6) | — | — | — | 1,324,220 | 331,055 | 1,324,220 | | PRSU Vesting Acceleration (7) | — | — | 160,949 | 1,091,789 | 1,091,789 | 1,091,789 | | Continued Coverage of Employee Benefits (8) | — | — | 27,860 | 55,720 | — | — | | Total Termination Benefits: (9) | $— | $— | $482,659 | $3,059,429 | $1,600,544 | $2,593,709 | | Gagan Jain | | | | | | | | Total Termination Benefits: (10) | $— | $— | $— | $— | $— | $— | | Former Employees | | | | | | | | Balu Balakrishnan | | | | | | | | Cash Severance-Base Salary | $— | $— | $— | $— | $— | $— | | Severance-Equity Bonus (5) | 436,716 | — | 568,640 | 1,137,280 | 568,640 | 568,640 | | RSU Vesting Acceleration (6) | — | — | 2,246,572 | 4,493,145 | 4,493,145 | 4,493,145 | | PRSU Vesting Acceleration (7) | 1,684,833 | — | 10,711,756 | 10,711,756 | 10,711,756 | 10,711,756 | | Continued Coverage of Employee Benefits (8) | — | — | — | — | — | — | | Total Termination Benefits: (9)(11) | $2,121,549 | $— | $13,526,968 | $16,342,181 | $15,773,541 | $15,773,541 | | Sandeep Nayyar | | | | | | | | Total Termination Benefits: (12) | $— | $— | $— | $— | $— | $— | | Douglas Bailey | | | | | | | | Total Termination Benefits: (13) | $— | $— | $— | $— | $— | $— | | Radu Barsan | | | | | | | | Total Termination Benefits: (14) | $— | $— | $— | $— | $— | $— | | Cliff Walker | | | | | | | | Cash Severance-Base Salary | $— | $— | $202,500 | $405,000 | $— | $— | | Severance-Equity Bonus (5) | 109,179 | 109,179 | 71,080 | 142,160 | 142,160 | 142,160 | | RSU Vesting Acceleration (6) | — | — | — | 1,020,887 | 255,222 | 1,020,887 | | PRSU Vesting Acceleration (7) | 127,873 | 127,873 | 127,873 | 817,420 | 817,420 | 817,420 | | Continued Coverage of Employee Benefits (8) | — | — | 21,753 | 43,506 | — | — | | Total Termination Benefits: (9)(15) | $237,052 | $237,052 | $423,206 | $2,428,973 | $1,214,802 | $1,980,467 |

  154. Potential Payments upon Termination or Change of Control

    | (1) Reflects benefits in the event of involuntary termination other than for cause or voluntary termination for good reason. With respect to Dr. Lloyd, is comprised of twelve months’ salary, plus cash payment equal to the prorated portion of her then-outstanding PSUs at target level, plus cash payment equal to her PSUs at target level, plus prorated vesting of PRSUs, plus twelve months medical and dental coverage. With respect to other named executive officers (as applicable), is comprised of six months of salary plus 50% of the cash value of the executive officer’s PSUs at the maximum applicable performance level, plus prorated cash value of the portion of the executive officer’s PSUs at maximum level, plus prorated vesting of PRSUs vesting at the performance levels as determined by the Power Integrations’ Board or Compensation Committee on the date of determination, plus six months of medical and dental coverage; immediately prior to the consummation of any change of control to occur after such termination, a pro rata portion of any outstanding PRSUs would vest at the applicable maximum achievable performance level. |

  155. Potential Payments upon Termination or Change of Control

    | (2) With respect to Dr. Lloyd, for termination within three months prior to 12 months following a change of control: twenty-four months’ salary, plus cash value of 200% of her PSUs at the target applicable performance level (measured as of the termination date), 100% acceleration of all her then-unvested RSUs and PRSUs at target performance level and two years medical and dental coverage. With respect to other named executive officers, termination for within 18 months of a change of control (which includes Mr. Balakrishnan ceasing to be our Chief Executive Officer, except with respect to himself), in each case other than for cause or voluntary termination for good reason: six months’ salary, plus 50% of the cash value of executive officer’s PSUs at the maximum applicable performance level, plus prorated cash value of the portion of the executive officer’s PSUs at maximum level, plus 100% of unvested RSUs would vest for senior executives and 50% of unvested RSUs would vest for new executives (with PRSUs vesting at the applicable maximum performance level) and 12 months medical and dental coverage for senior executives and six months medical and dental coverage for new executives. If executive is a senior executive, payment of up to an additional six months’ salary and the cash value of 50% of the executive officer’s PSUs at the maximum applicable performance level (measured as of the termination date) will be paid in ratable monthly installments until the executive secures new employment. The amounts set forth in the table assume that the senior executives will not secure new employment. |

  156. Potential Payments upon Termination or Change of Control

    | (3) Reflects benefits in the event of a change of control in which the acquiring company assumes outstanding equity incentive awards; 100% of the unvested PRSUs and PSUs would vest at maximum performance level and 25% (or 100% for Mr. Balakrishnan) of the unvested RSUs would vest. |

  157. Potential Payments upon Termination or Change of Control

    | (4) Reflects benefits in the event of a change of control in which the acquiring company did not assume outstanding equity incentive awards; 100% of the unvested PRSUs and PSUs would vest at maximum performance level and 100% of the unvested RSUs would vest. |

  158. Potential Payments upon Termination or Change of Control

    | (5) In mid-2009, Power Integrations began utilizing annual PSUs in lieu of cash for Power Integrations’ annual performance-based compensation for executive officers. The applicable PSU agreements relating to the annual performance-based compensation as entered into with each of Power Integrations’ executive officers provide |

  159. Potential Payments upon Termination or Change of Control

    | that PSUs will be treated in the same manner as cash for the payments of the target bonus in connection with Retirement, a Termination Upon Change in Control or Termination of Employment (as defined in the EOBAs). The PSUs deemed vested will be paid in shares of Power Integrations’ common stock equal to the number of PSUs deemed vested, and the market value is determined using $35.54 per share, the closing price per share on the Nasdaq Global Select Market as of December 31, 2025, the last trading day of 2025. |

  160. Potential Payments upon Termination or Change of Control

    | (6) Reflects the aggregate market value of unvested RSU awards for which vesting would accelerate in such event. The aggregate market value is computed by multiplying (i) $35.54, the closing price per share on the Nasdaq Global Select Market on December 31, 2025, the last trading day of 2025, by (ii) the number of unvested awards that would be subject to accelerated vesting in such event as of December 31, 2025. |

  161. Potential Payments upon Termination or Change of Control

    | (7) Reflects the aggregate market value of unvested PRSU awards for which vesting would accelerate in such event. The aggregate market value is computed by multiplying (i) $35.54, the closing price per share on the Nasdaq Global Select Market on December 31, 2025, the last trading day of 2025, by (ii) the number of unvested awards that would be subject to accelerated vesting in such event as of December 31, 2025. |

  162. Potential Payments upon Termination or Change of Control

    | (8) For retirement, upon completion of service and age requirements, health coverage is paid until the age of 65. For severance, reflects the cost of health coverage (COBRA) to maintain the benefits currently provided, calculated based upon the rates as of December 31, 2025. |

  163. Potential Payments upon Termination or Change of Control

    | (9) The total termination benefits received by the executive officer for termination in connection with a change of control may be lower than what is stated in this table in light the Best After Tax Treatment. |

  164. Potential Payments upon Termination or Change of Control

    | (10) Mr. Verity and Mr. Jain did not have an EOBA with the Company as of December 31, 2025. |

  165. Potential Payments upon Termination or Change of Control

    | (11) Mr. Balakrishnan entered into a transition and consulting agreement with the Company in July 2025. In connection with his transition, Mr. Balakrishnan agreed to terminate certain provisions in his EOBA relating to cash severance in the event of a termination other than for cause or resignation for good reason and all retirement benefits. All benefits upon death and permanent disability were forfeited in connection with the commencement of his consulting services on February 9, 2026. |

  166. Potential Payments upon Termination or Change of Control

    | (12) Mr. Nayyar was no longer employed with the Company as of December 31, 2025. Mr. Nayyar was not entitled to or paid any severance in connection with his resignation. For additional information, please refer to the section above titled, “Employment, Severance and Change of Control Agreements.” |

  167. Potential Payments upon Termination or Change of Control

    | (13) Mr. Bailey was no longer employed with the Company as of December 31, 2025. Pursuant to a separation agreement by and between the Company and Mr. Bailey, dated June 30, 2025, in exchange for the execution of the separation agreement and an effective release of claims in favor of the Company, Mr. Bailey received the severance benefits described in his EOBA upon a termination without cause not in connection with a change of control equal to $862,450 in total value, which included cash severance in an amount of $586,850, pro-rated vesting of his PRSUs with any such PRSUs vesting at the performance levels as determined by the Board or Compensation Committee on the date of determination (with a target value on separation date of $249,873) and up to six months of continued medical and dental coverage (valued at $25,728). |

  168. Potential Payments upon Termination or Change of Control

    | (14) Mr. Barsan was no longer employed with the Company as of December 31, 2025. Mr. Barsan received a service-related employee recognition of $10,000 in connection with his retirement, as well as the retirement benefits he was entitled to under his EOBA. Specifically, Mr. Barsan received pro-rated vesting of his outstanding PRSUs and PSUs based on the number of days served prior to the date of retirement as compared to the performance period for such PRSUs or PSUs, with any such PRSUs and PSUs vesting at the performance levels as determined by the Board or Compensation Committee on the date of determination (with a target value on separation date of $551,420). In addition, immediately prior to the consummation of any change of control to occur after such retirement, a pro rata portion of any outstanding PRSUs will be deemed vested at the applicable maximum achievable performance level (valued at $1,102,840). |

  169. Potential Payments upon Termination or Change of Control

    | (15) With respect to Mr. Walker, reflects the following retirement benefits: a pro rata portion of any outstanding PRSUs and PSUs based on the number of days served prior to the date of termination as compared to the performance period for such PRSUs or PSUs, with any such PRSU and PSUs vesting at the performance levels as determined by the Power Integrations’ Board or Compensation Committee on the date of determination; and immediately prior to the consummation of any change of control to occur after such termination, a pro rata portion of any outstanding PRSUs will be deemed vested at the applicable maximum achievable performance level. |

  170. Potential Payments upon Termination or Change of Control

    | (16) The retirement benefits above will also become available if the executive was eligible for such benefits and his employment terminates due to death or disability. |

  171. Potential Payments upon Termination or Change of Control

    The table above describes potential payments to our named executive officers in the event of retirement, qualifying termination or a change of control as of December 31, 2025. The table includes the acceleration of outstanding performance stock units in connection with a change of control.

  172. Pay Ratio

    Pay Ratio The annual total compensation of the median employee and the annual total compensation of our Chief Executive Officer were calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. Using the methodology described below, our Chief Executive Officer’s annual total compensation in 2025 as reported in the Summary Compensation Table and annualized pursuant to requirements of Item 402 was $7,127,075 and our median employee’s annual total compensation in 2025 was $95,584. As a result, our 2025 Chief Executive Officer to median employee pay ratio was approximately 75:1. Consistent with SEC rules, the 2025 Chief Executive Officer to median employee pay ratio was calculated using the median employee identified in 2025. We chose December 1, 2025 as the date for establishing the employee population used in identifying the median employee and used fiscal 2025 as the measurement period. We identified the median employee using a consistently applied compensation measure which includes annual base salary or wages, target annual performance-based equity awards based on their grant date fair values, target commissions and target long-term equity awards based on their grant date fair values. Permanent employees who joined in 2025 and permanent employees who were on leave during 2025 were assumed to have worked for the entire year. All U.S. and non-U.S. employees employed as of 2025 were captured. No cost-of-living adjustments were made. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our human resources system of record and the methodology described above. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  173. PAY VERSUS PERFORMANCE DISCLOSURE

    PAY VERSUS PERFORMANCE DISCLOSURE The Compensation Actually Paid (“CAP”) disclosed below for our Principal Executive Officers (each, a “PEO”) and Non-PEO named executive officers (“Non-PEO NEOs”), which represents the average amounts of all named executive officers excluding our PEO, was calculated in accordance with the requirements of Item 402(v) of Regulation S-K. The CAP figures presented in the table below incorporate total executive compensation as reported in the Summary Compensation Table adjusted for changes in the fair value of equity awards and pension benefits. Accordingly, CAP does not equate to the amount that is actually paid to any executive in a given year and is merely a measurement determined by the SEC in an effort to identify the relationship between executive compensation and a Company’s financial performance. The following table sets forth the CAP to our PEOs and average of our Non-PEO NEOs, serving in such capacity, along with certain measures of Company performance in each of the fiscal years ended on December 31 as listed below:

  174. PAY VERSUS PERFORMANCE DISCLOSURE

    | | Summary | Summary | | | Average Summary | Average | Value of Initial Fixed | | | | | | Compensation | Compensation | Compensation | Compensation | Compensation | Compensation | $100 Investment Based on | | | | | | Table | Table | Actually Paid | Actually Paid | Table Total for | Actually Paid | Total Stockholder | Peer Group | | | | | Total | Total | to the | to the | Non-PEO | to Non-PEO | Return | Total Stockholder | (in thousands) | | | Year | For PEO 1(1) | For PEO 2 (1) | PEO 1 (1) (2) | PEO 2 (1) (2) | NEOs | NEOs (1) (3) | ("TSR") - POWI | Return (4) | Net Income (5) | Net Revenue | | 2025 | $8,243,433 | $6,321,439 | $(839,142) | $5,975,872 | $1,818,544 | $(260,793) | $45.83 | $268.23 | $22,093 | $443,504 | | 2024 | $8,610,159 | $— | $8,846,860 | $— | $2,387,012 | $1,966,748 | $78.10 | $286.98 | $32,234 | $418,973 | | 2023 | $8,218,982 | $— | $6,836,603 | $— | $2,503,959 | $2,415,342 | $102.74 | $155.35 | $55,735 | $444,538 | | 2022 | $7,015,329 | $— | $(13,137,041) | $— | $1,737,581 | $(725,064) | $88.91 | $93.02 | $170,851 | $651,138 | | 2021 | $6,564,685 | $— | $16,724,842 | $— | $1,784,763 | $3,351,766 | $114.13 | $142.85 | $164,413 | $703,277 |

  175. PAY VERSUS PERFORMANCE DISCLOSURE

    | (1) See supplemental disclosures below for adjustments made to arrive at CAP for PEO and Non-PEO NEOs. |

  176. PAY VERSUS PERFORMANCE DISCLOSURE

    | (2) For fiscal years 2021 through 2024, Balu Balakrishnan served as our PEO. For fiscal year 2025, Mr. Balakrishnan served as our PEO until July 2025 when Jennifer Lloyd was appointed as our President and Chief Executive Officer. |

  177. PAY VERSUS PERFORMANCE DISCLOSURE

    | a. | Mr. Balakrishnan served as PEO until July 2025 (“PEO 1”). |

  178. PAY VERSUS PERFORMANCE DISCLOSURE

    | b. | Dr. Lloyd has served as PEO since July 2025 (“PEO 2”). |

  179. PAY VERSUS PERFORMANCE DISCLOSURE

    | (3) For fiscal year 2025, Non-PEO NEOs were Robert Eric Verity, Sandeep Nayyar, Douglas Bailey, Radu Barsan, Sunil Gupta, Gagan Jain and Cliff Walker. For fiscal year 2024, Non-PEO NEOs were Sandeep Nayyar, Radu Barsan, Sunil Gupta and Cliff Walker. For fiscal year 2023, Non-PEO NEOs were Sandeep Nayyar, Radu Barsan, Sunil Gupta and Yang Chiah Yee. For fiscal years 2022 and 2021, Non-PEO NEOs were Sandeep Nayyar, Radu Barsan, Mike Matthews and Yang Chiah Yee. |

  180. PAY VERSUS PERFORMANCE DISCLOSURE

    | (4) Peer Group TSR is based on Philadelphia Stock Exchange Semiconductor Sector Index (SOX) (the “Industry Index”). SOX is a market cap weighted index of 30 US-listed semiconductor companies. |

  181. PAY VERSUS PERFORMANCE DISCLOSURE

    | (5) The dollar amounts reported represent net income as reported in the Company’s audited financial statements for the applicable year, in accordance with GAAP. |

  182. PAY VERSUS PERFORMANCE DISCLOSURE

    The following graph shows the relationship between CAP and TSR for both the Company and Industry Index, as represented by the Philadelphia Stock Exchange Semiconductor Sector Index. TSR shows the cumulative total return on an investment of $100 in cash on December 31, 2020, through December 31, 2025, in our common stock and the Industry Index, assuming that all dividends were reinvested. The return shown on the graph below is not necessarily indicative of future performance, and we do not make or endorse any predictions as to future stockholder returns. The following graph shows the relationship between CAP and Net Income: The following graph shows the relationship between CAP and Net Revenue: The following are the Company’s three most important financial performance measures used by the Company to link CAP to NEO compensation for 2025:

  183. PAY VERSUS PERFORMANCE DISCLOSURE

    | 2025 Performance Measures | | Net Revenue | | Non-GAAP Operating Income (1) | | Relative Revenue (2) |

  184. PAY VERSUS PERFORMANCE DISCLOSURE

    | (1) “Non-GAAP operating income” means operating income for 2025 determined in accordance with GAAP but excluding the following items: (i) stock-based compensation expenses recorded under Accounting Standard Codification 718-10; (ii) amortization of acquisition-related intangible assets and the fair-value write-up of acquired inventory, (iii) any other expenses related to mergers and acquisitions and (iv) any other adjustment made to arrive at the Company’s non-GAAP financial information as presented in our SEC filings. |

  185. PAY VERSUS PERFORMANCE DISCLOSURE

    | (2) “Relative Revenue” refers to the Company’s revenue CAGR as compared to the revenue CAGR of the analog semiconductor industry over similar periods. See section “2025 Long-Term Equity Incentive Awards” above for further details. |

  186. Pay versus Performance Supplemental Disclosures

    Pay versus Performance Supplemental Disclosures As demonstrated graphically above, the compensation of our named executive officers is structured in a way that closely aligns compensation with overall Company performance and further serves to align executive and stockholders’ interests. As described in the “Executive Compensation Components” section above, a significant portion of executive compensation is given in the form of RSUs, PSUs and PRSUs. That section also describes the performance conditions upon which PSUs and PRSUs are valued and thresholds which ultimately determine the number of shares that would vest. For purposes of calculating CAP, the fair value of stock awards is driven by changes in the Company’s stock price and in the case of performance-based awards, changes in the expected achievement of the performance targets. The fair value of our equity awards is determined in accordance with the provisions of ASC 718-10, Stock Compensation. Time-vested restricted stock unit grant date fair values are calculated using the stock price as of date of grant. Adjustments have been made using the stock price as of year-end and as of each date of vest to reflect the change in fair value. Performance-based restricted stock unit grant date fair values are calculated using the stock price as of date of grant assuming target performance. Adjustments have been made using the stock price and performance expectations as of year-end and as of the date of vest to reflect the change in fair value. The table below presents the reconciliation between amounts reported in the Summary Compensation Table and CAP for our PEO and average for Non-PEO NEOs for the year ended December 31, 2025.

  187. Pay versus Performance Supplemental Disclosures

    | | PEO 1 | PEO 2 | Non-PEO NEOs | | Summary Compensation Table total | $8,243,433 | $6,321,439 | $1,818,544 | | Grant date fair value of awards as reported in the Stock Awards column in the Summary Compensation Table for the current fiscal year | (7,647,010) | (6,024,623) | (1,371,023) | | Fair value of unvested current year awards at fiscal year end | 5,837,090 | 5,679,056 | 489,343 | | Change in value of prior year awards vesting during the year | (221,788) | — | (35,488) | | Change in value of unvested equity from prior years | (7,050,867) | — | (338,782) | | Fair value as of the vesting date of awards that are granted and vested in the same year | — | — | — | | Dollar value of any dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | — | — | — | | Fair value of last day of prior year for awards forfeited during fiscal year end | — | — | (823,387) | | Compensation actually paid | $(839,142) | $5,975,872 | $(260,793) |

  188. Pay versus Performance Supplemental Disclosures

    All information provided above under the “Pay Versus Performance Disclosure” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.