DEF 14A of Wolfspeed, Inc.
Filed Oct 23, 2025 · FY20250000895419-25-000121
Melissa Garrett
| | Equity Compensation Plans | 52 | | | Pay Versus Performance Disclosure | 53 | | PROPOSAL NO. 2—ADVISORY (NONBINDING) VOTE TO APPROVE EXECUTIVE COMPENSATION | | 57 | | DIRECTOR COMPENSATION | | 58 | | | Summary of Cash and Certain Other Compensation | 58 | | | Summary of Director Compensation Program | 59 | | | Compensation Committee Interlocks and Insider Participation | 59 | | PROPOSAL NO. 3—RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS | | 60 | | | Report of the Audit Committee | 60 | | | Independent Auditor Fee Information | 61 | | OTHER MATTERS | | 62 | | | Other Business | 62 | | | 2026 Annual Meeting of Stockholders | 62 | | | Procedures for Director Nominations | 62 | | | Stockholder and Interested Party Communications with Directors | 62 | | | Costs of Soliciting Proxies | 63 | | | Availability of Report on Form 10-K | 63 | | | Stockholders Sharing the Same Last Name and Address | 63 | | | Principal Executive Offices and Annual Meeting Location | 63 |
2025 PROXY SUMMARY
2025 PROXY SUMMARY This summary highlights information contained in this proxy statement. The summary does not contain all of the information that you should consider; please read the entire proxy statement carefully before voting.
2025 PROXY SUMMARY
| Annual Meeting of Stockholders | • | Place: Virtually at www.virtualshareholdermeeting.com/WOLF2025 | | | • | Date and time: Tuesday, December 16, 2025, at 12:00 p.m. | | | • | Record Date: October 14, 2025 | | | • | Approximate Date of Availability of Proxy Materials: October 30, 2025 | | | • | Voting: Stockholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and to one vote for each of the other proposals to be voted on. | | Voting matters and Board recommendations | • | Election of seven directors (FOR THE NOMINEES) | | | • | Advisory (nonbinding) vote to approve executive compensation (FOR) | | | • | Ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors for the fiscal year ending June 28, 2026 (FOR) | | Board nominees | • | Anthony M. Abate. Executive Chairman of GTT Communications, Inc. and the lead director of Southeastern Grocers. Director since September 2025. | | | • | Michael W. Bokan. Retired Senior Vice President of Worldwide Sales of Micron Technology. Director since September 2025. | | | • | Robert A. Feurle. Chief Executive Officer of the Company. Director since May 2025. | | | • | Hong Q. Hou. President and Chief Executive Officer of Semtech Corporation. Director since September 2025. | | | • | Mark E. Jensen. Director of Lattice Semiconductor Corporation and former executive at Deloitte & Touche LLP. Director since May 2025. | | | • | Eric S. Musser. Former President and Chief Operating Officer of Corning Incorporated. Director since September 2025. | | | • | Paul V. Walsh, Jr. Board member of Semtech Corporation and Kopin Corporation and former Chief Financial Officer at Allegro MicroSystems, Inc. Director since May 2025. |
2025 PROXY SUMMARY
| Executive officers | • | Robert A. Feurle, Chief Executive Officer | | | • | Gregor van Issum, Executive Vice President and Chief Financial Officer | | | • | David T. Emerson, Ph.D., Executive Vice President and Chief Operating Officer |
2025 PROXY SUMMARY
| Advisory (nonbinding) vote to approve executive compensation | Annually, our stockholders consider and vote on the compensation of our named executive officers on an advisory (nonbinding) basis. Our Board of Directors recommends a FOR vote. | | Independent auditors | Although not required, we ask stockholders to ratify the selection of PricewaterhouseCoopers LLP as our independent auditors for our fiscal year ending June 28, 2026. Our Board of Directors recommends a FOR vote. |
PROPOSAL NO. 1—ELECTION OF DIRECTORS
PROPOSAL NO. 1—ELECTION OF DIRECTORS
Nominees for Election as Directors
Nominees for Election as Directors All seven persons nominated for election to the Board of Directors at the Annual Meeting are currently serving as directors of the Company. The Company is not aware of any nominee who will be unable or will decline to serve as a director. If a nominee becomes unable or declines to serve, the proxies solicited by the Board of Directors may be voted for a substitute nominee, if any, designated by the Board. The term of office of each person elected as a director will continue until the later of the next annual meeting of stockholders or until such time as his or her successor has been duly elected and qualified. The following tables list the nominees for election and information about each nominee. The Governance and Nominations Committee has recommended each nominee to the Board of Directors. Each nominee meets the criteria set forth in the Corporate Governance Guidelines, including that no Company director shall serve on more than four public company boards of directors, inclusive of service on the Company’s Board. In addition, each nominee meets the minimum share ownership guidelines set forth in the Corporate Governance Guidelines, under which the Chief Executive Officer is expected to hold shares with a value not less than six times his base salary, and each non-employee member of the Board is expected to hold shares with a value not less than five times the sum of the director’s annual cash retainers for service on the Board and on Board committees, within five years after election or appointment to the Board. A copy of the Corporate Governance Guidelines is available on the Company’s website at https://investor.wolfspeed.com under “Governance”. Under the charter of the Governance and Nominations Committee, the Governance and Nominations Committee is responsible for identifying from a wide field of candidates, including women and minority candidates, and recommending that the Board select qualified candidates for membership on the Board. In identifying candidates, the Governance and Nominations Committee takes into account such factors as it considers appropriate, which may include (1) ensuring that the Board, as a whole, is diverse as to race, gender, culture, thought and geography, such that the Board reflects a range of viewpoints, backgrounds, skills, experience and expertise, and consists of individuals with relevant technical skills, industry knowledge and experience, financial expertise and local or community ties; (2) minimum individual qualifications, including strength of character, mature judgment, relevant career experience, independence of thought and an ability to work collegially; (3) questions of independence, possible conflicts of interest and whether a candidate has special interests or a specific agenda that would impair his or her ability to effectively represent the interests of all stockholders; (4) the extent to which the candidate would fill a present need on the Board; and (5) whether the candidate can make sufficient time available to perform the duties of a director.
Nominees for Election as Directors
| Name | Age | Principal Occupation and Background | Director Since | | Anthony M. Abate | 61 | Mr. Abate has been a member of the Board of Directors since September 2025. He is an experienced board director, entrepreneur, and executive with more than four decades of leadership in technology, telecom, and consumer sectors. Mr. Abate currently serves as chairperson of GTT Communications, Inc., a global Tier-1 IP network as a service provider, Mitel Networks Corporation, a business communications and collaboration service provider, and Tacora Resources Inc., a specialty iron-ore mining company. Previously he served as independent director and audit committee chair of Denbury Inc. (NYSE:DEN) until it was acquired by Exxon Mobil Corporation in 2023, chairperson and lead director of Southeastern Grocers, and independent director of TOPS Markets (now Northeastern Grocers), Broadview Networks, Looking Glass Networks, and Cbeyond Communications. Mr. Abate spent 20 years in operating roles, most recently as executive chairperson of GTT Communications post its financial restructuring, reverting to non-executive chair in 2024 after rebuilding the management team. Mr. Abate also served as chief operating officer and chief financial officer of Echo360, Inc., a global SaaS education and corporate training platform, from 2007 to 2021. Prior to his operating roles, Mr. Abate spent a decade as an investor at Battery Ventures and Whitney & Co, serving on the boards of several private equity-backed businesses. Mr. Abate also served as a strategy consultant in the TMT sector for McKinsey & Company. Mr. Abate began his career as a US Air Force officer developing advanced radar and analytics systems for stealth aircraft. Mr. Abate holds a MBA from Harvard Business School and a Bachelor of Science in Electrical Engineering from Duke University. | 2025 | | Michael W. Bokan | 64 | Mr. Bokan has been a member of the Board of Directors since September 2025. Mr. Bokan is a seasoned semiconductor executive with nearly three decades of leadership positions at Micron Technology (Nasdaq:MU), a semiconductor manufacturing company. He most recently served as Senior Vice President of Worldwide Sales from September 2018 until his retirement in May 2025. Prior to that, he held a number of leadership positions at Micron, including Corporate Vice President of Worldwide Sales and Vice President of OEM Sales. Before joining Micron, Mr. Bokan worked in the medical industry in sales, management, and organizational development roles. He holds a Bachelor of Science in Business from Colorado State University. Mr. Bokan’s qualifications to serve as a director include his long history of executive leadership positions at a semiconductor company that involved experience leading global sales organizations through business growth initiatives. | 2025 |
Nominees for Election as Directors
| Name | Age | Principal Occupation and Background | Director Since | | Robert A. Feurle | 55 | Robert Feurle has served as the Company’s Chief Executive Officer and as a member of the Board of Directors since May 2025. Previously, Mr. Feurle served as Executive Vice President and General Manager of the Business Unit Opto Semiconductors at ams-OSRAM AG (SIX:AMS), a light and sensor developer and producer and semiconductor manufacturer, and a member of the company’s Executive Committee since March 2022. He also served as Executive Vice President and General Manager of the Business Unit Image Sensor Solutions at ams-OSRAM AG from July 2020 to March 2022. Mr. Feurle previously served as Vice President and General Manager of Integrated Solutions and Discretes at Infineon Technologies AG from November 2015 to June 2020. Prior to Infineon Technologies, he served as Vice President of Marketing and Program Management for the Compute and Networking Business at Micron Technology, Inc. (Nasdaq: MU) from April 2009 to November 2015. Earlier, he served as Senior Vice President and General Manager of the DRAM Business Unit and then the Graphics DRAM Business Unit at Qimonda AG from December 2005 to March 2009. He also held various roles at Infineon Technologies from August 1999 to May 2005, including Director of Embedded DRAM Development and later Senior Director of the Specialty DRAM Product Line. He began his career at Siemens AG in 1996. Mr. Feurle holds a degree in Electrical Engineering from the University of Applied Sciences in Konstanz, Germany. Mr. Feurle brings to the board extensive leadership and deep industry experience from his long career serving in management positions in the semiconductor industry. Further, Mr. Feurle’s leadership position as the Chief Executive Officer of the Company equips him with a unique perspective to inform Board deliberations on the vision for the Company moving forward in addition to crucial insights on the general management and operations of the Company. | 2025 |
Nominees for Election as Directors
| Name | Age | Principal Occupation and Background | Director Since | | Hong Q. Hou | 61 | Dr. Hou has been a member of the Board of Directors since September 2025. Dr. Hou has served as president and chief executive officer of Semtech Corporation (Nasdaq:SMTC), a fabless semiconductor IC and cellular IoT systems and service company, since June 2024 and as a member of Semtech’s Board of Directors since July 2023. Before this, Dr. Hou most recently served as president of the Semiconductor Group at Brooks Automation, a provider of automated wafer handling and contamination control solutions for the semiconductor manufacturing industry, from February 2023 until June 2024. Prior to that, Dr. Hou was corporate vice president and general manager of the cloud and edge networking group of Intel Corporation (Nasdaq:INTC), a semiconductor manufacturing company, from August 2018 until February 2023. Previously, Dr. Hou held executive leadership positions at Fabrinet (NYSE:FN), AXT, Inc. (Nasdaq:AXTI), and EMCORE Corporation (Nasdaq:EMKR). He also held technical roles at Bell Laboratories and Sandia National Laboratories. Dr. Hou holds a Ph.D. in Electrical Engineering from the University of California at San Diego and a Bachelor of Science from Jilin University, China. Mr. Hou’s qualifications to serve as a director include his extensive experience as an accomplished, multi-national technology executive who has been recognized as a global enterprise leader with a strong technical and business transformation record in dynamic, competitive markets. | 2025 | | Mark E. Jensen | 75 | Mr. Jensen has been a member of the Board of Directors since May 2025. He served as an executive at Deloitte & Touche LLP until his retirement in 2012, holding a variety of leadership roles including U.S. Managing Partner–Audit and Enterprise Risk Services, Technology Industry, and U.S. Managing Partner–Venture Capital Services Group. Prior to joining Deloitte, Mr. Jensen was Chief Financial Officer of Redleaf Group and served as Managing Partner of Arthur Andersen LLP’s Silicon Valley Office, where he also led the firm’s Global Technology Industry Practice. Mr. Jensen currently serves on the boards of Lattice Semiconductor Corporation (Nasdaq:LSCC) and Chrome Holding Co. (formerly known as 23andMe Holding Co.) (OTC:MEHCQ), and previously served on the boards of Exabeam, Inc., Unwired Planet, Inc., Control4 Corporation, and ForeScout Technologies, Inc. He brings extensive experience in finance, accounting, and corporate governance, particularly within the technology and semiconductor sectors. Mr. Jensen’s qualifications to serve as a director include business experience in a number of advanced technology industry segments and substantial financial expertise. Mr. Jensen has experience in executive management derived from his service as an executive officer, as the managing partner of a significant practice of a major accounting firm and service as a member of a public company board of directors. | 2025 |
Nominees for Election as Directors
| Name | Age | Principal Occupation and Background | Director Since | | Eric S. Musser | 66 | Mr. Musser has been a member of the Board of Directors since September 2025. Mr. Musser had a 39-year career with Corning Incorporated (NYSE:GLW), a materials science company, serving in progressively responsible leadership positions culminating as President and Chief Operating Officer from April 2020 until September 2025. In 2014, he was appointed Executive Vice President, Corning Technologies and International. Mr. Musser served as General Manager, Corning Greater China from 2007 to 2012 and President of Corning International from 2012 to 2014. Prior to joining Corning in 1986, he served five years in the U.S. Army. He is a graduate of the U.S. Military Academy at West Point (B.S.) and George Washington University (M.S.). Mr. Musser’s qualifications to serve as a director include his years in executive leadership positions of a publicly traded company where he exhibited operational expertise at all levels of management. Mr. Musser also has technical aptitude related to materials, products, and manufacturing processes and equipment. Mr. Musser has significant experience conducting business in China. | 2025 | | Paul V. Walsh, Jr. | 61 | Mr. Walsh has been a member of the Board of Directors since May 2025. He served as Chief Financial Officer, Senior Vice President and Treasurer at Allegro MicroSystems, Inc. (Nasdaq:ALGM), a global semiconductor company focused on sensor and power integrated circuits for automotive and industrial applications, from 2014 until his retirement in 2022. Prior to Allegro, Mr. Walsh was Chief Financial Officer and Senior Vice President at Rocket Software, Inc., a global software development firm, from 2013 to 2014. From 2004 to 2013, he held several financial leadership roles at Silicon Laboratories Inc. (Nasdaq:SLAB), including Chief Financial Officer and Senior Vice President from 2011 to 2013 and Chief Accounting Officer and Vice President of Finance from 2006 to 2011. Mr. Walsh currently serves on the boards of Semtech Corporation (Nasdaq:SMTC) and Kopin Corporation (Nasdaq:KOPN), and previously served on the boards of Nitero, Inc. and Grande Communications Networks, LLC. He brings more than 30 years of operational and financial leadership in the semiconductor industry. Mr. Walsh’s qualifications to serve as a director include his extensive experience in the global semiconductor industry, with service as Chief Financial Officer for two public companies in the industry, which we believe provides our Board with valuable executive-level insights and broad and diverse operational industry experience. | 2025 |
Nominees for Election as Directors
Summary of Skills of Nominees
Executive Summary
Executive Summary Who We Are. Wolfspeed is an innovator of wide bandgap semiconductors, focused on silicon carbide materials and devices for power applications. Our product families include power devices and silicon carbide and gallium nitride materials. Our products are targeted for various applications such as electric vehicles, fast charging and renewable energy and storage. Our materials products and power devices are used in electric vehicles, motor drives, power supplies, solar and transportation applications. Our materials products are also used in military communications, radar, satellite and telecommunication applications. Full fiscal 2025 Financial Highlights. (Continuing operations only. All comparisons are to fiscal 2024.) •Consolidated revenue of approximately $758 million, compared to approximately $807 million. •GAAP gross margin of (16)%, compared to 10%. •Non-GAAP gross margin of 2%, compared to 13%. Fiscal 2025 was one of the most consequential in Wolfspeed’s history, requiring the Board of Directors and management team to take decisive action to position the Company for sustainable, long-term success. The decisions made during this period involved a leadership transition and a comprehensive operational and financial restructuring, strategic execution, and prudent capital discipline. The management team, under the Board’s oversight, continued to execute on a core strategy, which underpins the long-term rationale for our compensation programs: •Driving scale at our world-class Mohawk Valley and Siler City facilities. •Strengthening relationships with leading automotive and industrial customers. •Advocating for U.S. semiconductor leadership through policy priorities. These operational milestones reflect the Company’s belief that Wolfspeed’s integrated platform and technical leadership has the potential to create significant long-term growth. Fiscal 2025 Executive Compensation Highlights. In building the executive team to guide Wolfspeed in its next chapter following the restructuring of its capital structure, the Compensation Committee of our Board of Directors (the “Committee”) took the following key actions with respect to our NEOs in fiscal 2025. (i)Base salary: As a key step in establishing Wolfspeed’s new executive leadership, the Committee and the Board developed a compensation package for Mr. Feurle consistent with its philosophy of aligning executive compensation with its plan for building future growth following the Company’s restructuring. The Committee established an initial base salary for Mr. Feurle based on a review of an analysis of competitive market data and individual negotiations with Mr. Feurle. Similarly, the Committee established an initial base salary for Dr. Emerson in connection with his June 2025 hiring based on a review of an analysis of competitive market data and individual negotiations with Dr. Emerson. No change was made to Mr. Speirits’ base salary in connection with his appointment as interim Chief Financial Officer. The base salary for Mr. Werner was set in connection with his appointment following consideration of his experience, responsibilities, peer practices and the interim nature of his appointment at a critical time in the restructuring process. Given the Company’s financial performance in fiscal 2024, the Committee determined not to increase the base salary for Messrs. Lowe and Reynolds for the third consecutive year. (ii)Annual performance-based cash incentive awards: Mr. Feurle, Dr. Emerson, and Mr. Werner did not participate in the fiscal 2025 annual performance-based cash incentive program given their appointments during the fiscal year. The Committee maintained the annual target performance-based cash incentive compensation opportunities and weighting of the financial performance metrics from fiscal 2024 for the annual performance-based cash incentive awards for Messrs. Speirits, Lowe and Reynolds. Our aggregate weighted performance resulted in an approximately 10% achievement level for fiscal 2025; however, the Committee determined to increase the payout to 20% for retention purposes. There were no payouts to Messrs. Lowe and Reynolds under the annual performance-based cash incentive program for fiscal 2025. (iii)Long-term incentive compensation awards: The Committee implemented a robust equity program for Mr. Feurle and Dr. Emerson described below under “Long-Term Incentive Compensation Program” including sign-on equity awards in the form of stock options, time-based restricted stock unit (“RSU”) awards, and performance-based stock unit (“PSU”) awards to be granted following approval by the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”) of our plan of reorganization and subsequent emergence from Chapter 11 bankruptcy, which occurred on September 29, 2025. In connection with his appointment as our Executive Chair, Mr. Werner was initially granted an RSU award on the last business day of each month with a value equal to $225,000 for each month of service as Executive Chair (prorated for partial months). In March 2025, Mr. Werner voluntarily elected to forgo receipt of the full value of the monthly RSU awards to which he was entitled and instead receive a monthly award of 22,500 RSUs thereafter. With the goal of aligning pay with performance, the grant value of our fiscal 2025 annual equity awards was delivered as a mix of 60% PSUs and 40% RSUs to Messrs. Lowe and Reynolds. Mr. Speirits’ annual equity award was delivered as 100% RSUs in fiscal 2025. PSU awards were to be based on relative total shareholder return (“TSR”) performance and require performance at the 55th percentile of the comparator group to earn a 100% target payout. The Committee determined not to increase the target value of the long-term incentive awards for Messrs. Lowe and Reynolds for fiscal 2025 from their fiscal 2024 target value. Pay-for-Performance Analysis. Our executive compensation program is comprised of three primary elements: base salary, annual performance-based cash incentive compensation opportunities (cash bonus), and long-term incentive compensation in the form of PSUs and RSUs. A significant percentage of the target total direct compensation opportunities for our NEOs (other than those serving on an interim basis) is structured as “performance-based” compensation, comprised of an annual short-term cash bonus opportunity and PSU awards. Executive Compensation Policies and Practices. We endeavor to maintain sound governance standards consistent with our executive compensation policies and practices. The Committee evaluates our executive compensation program on an annual basis to ensure that it is consistent with our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent. The following summarizes our executive compensation and related policies and practices during fiscal 2025:
Executive Summary
| ☑ What We Do | ☒ What We Don’t Do | | •Design our executive compensation program to align pay and performance | •No hedging or pledging of our common stock by our executive officers and our non-employee directors | | •Design compensation programs that do not encourage excessive or unnecessary risk-taking | •No excise tax “gross ups” in connection with change in control payments | | •Grant performance-based long-term incentive compensation awards subject to multi-year performance requirements | •No repricing or exchange of underwater stock options without stockholder approval | | •Provide limited perquisites and other personal benefits | •No discounted or reloaded stock options | | •Maintain share ownership guidelines applicable to our CEO and other Executive Officers, equal to 6x and 2x their base salary, respectively, and to our non-employee directors equal to 5x their annual cash retainer | •No share-dividend equivalents paid pursuant to our long-term incentive compensation program before vesting of the underlying shares occurs | | •Maintain a post-employment compensation policy that requires “double-trigger” change in control equity award vesting | •No special retirement plans exclusively for executive officers | | •Maintain a SEC and NYSE compliant compensation recovery (“clawback”) policy that provides for the recovery of certain executive compensation in the event of accounting restatements resulting from material noncompliance with financial reporting requirements under securities laws | | | •Engage an independent compensation consultant for the Committee that does no other work for us | |
Compensation-Setting Process
Role of Compensation Consultant. During fiscal 2025, the Committee continued to retain Compensia to act as the Committee’s independent compensation consultant. The Committee assessed the independence of Compensia under the applicable SEC rules and NYSE listing standards and determined its independence and that no conflicts of interest arose in connection with their provision of services to the Committee. The compensation consultant reports directly to the Committee and works with management only at the Committee’s direction. For fiscal 2025, Compensia assisted the Committee with the following: •Prepared analyses of competitive market data for purposes of determining the target total direct compensation opportunity for our executive officer hires during fiscal 2025, including Mr. Feurle in connection with his appointment as CEO and Dr. Emerson in connection with his appointment as COO, as well as the compensation arrangements for Messrs. Speirits and Werner for their interim positions; •Reviewing our Compensation Peer Group (as described below) and making recommendations for any changes to the Peer Group to the Committee; •Reviewing the current executive compensation levels relative to the market and our performance and assisting the Committee with its determinations with respect to each compensation element and target total direct compensation opportunity; •Reviewing the current compensation arrangements for the non-employee members of our Board of Directors and assisting with the formulation of recommendations; •Reviewing aggregate equity usage relative to market; •Supporting our preparation of materials to be filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K and definitive proxy statement, with respect to compensation matters; and •Advising the Committee of executive compensation-related trends and developments over the course of the year. Use of Competitive Market Data. During fiscal 2025, the Committee used analyses of competitive market data prepared by Compensia as a reference point to evaluate the competitiveness of our executive compensation program and the compensation packages for our SLT members, including our NEOs, and our executive officer hires. Compensia developed a market composite (referred to herein as “market data”) using data from two sources: (1) public company filings from a select peer group (the “Compensation Peer Group”); and (2) the Radford Global Technology survey. The data presented in the survey is aggregated and individual company information is not determinable. Jobs of similar scope and responsibility as those at the companies in the Compensation Peer Group and included in the Radford survey were identified and a market composite was created for each of the executive officer roles. The Committee used these analyses of competitive market data to evaluate and determine base salary, annual short-term cash bonus opportunities and actual bonus payments, target total cash compensation, equity compensation, and target total direct compensation opportunities for our executive officers, including our NEOs.
Peer Group
Peer Group The Committee, assisted by Compensia, conducted a rigorous annual evaluation of our Compensation Peer Group in the spring of fiscal 2024 to assist with compensation decisions for fiscal 2025. The companies in the Compensation Peer Group were selected based on the following criteria: •companies operating in the semiconductor industry; •companies that operate fabrication plants (or “fabs”); •“clean” technology companies (those who offer products and services to reduce the use of natural resources); •companies with comparable annual revenue and market capitalization; •companies against which we compete for executive talent; •companies that allow for sufficient room to grow without over- or under-extending; and •sensitivity to the criteria the major proxy advisor services (e.g., ISS and Glass Lewis) will apply when determining their “Say on Pay” proposal voting recommendations. In April 2024, following its annual review, the Committee approved the following changes to the Compensation Peer Group effective for fiscal 2025. For fiscal 2025, the Committee removed four peer group companies (Enphase Energy, Inc., Entegris, Inc., Monolithic Power Systems, Inc., and Teradyne, Inc.) from the Compensation Peer Group due to size relative to Wolfspeed and added four companies (Cohu Inc., MaxLinear, Inc., Novanta Inc., and Photronics Inc.). The companies comprising the fiscal 2025 Compensation Peer Group were:
Peer Group
| Advanced Energy Industries, Inc. | Novanta Inc. | | Allegro Microsystem, Inc. | Photronics Inc. | | Cirrus Logic, Inc. | Power Integrations, Inc. | | Coherent Corp. | Qorvo, Inc. | | Cohu Inc. | Semtech Corporation | | Diodes Incorporated | Silicon Laboratories Inc. | | Lattice Semiconductor Corporation | Synaptics Incorporated | | MACOM Technology Solutions Holdings, Inc. | Universal Display Corp. | | MaxLinear, Inc. | |
Peer Group
Compensia used the foregoing Compensation Peer Group to develop its analyses of competitive market data that was provided to the Committee to assist it in its fiscal 2025 executive compensation decision-making. The Committee, assisted by Compensia, also undertook a rigorous annual evaluation of our compensation peer group in the spring of 2025 to assist with compensation decisions for fiscal 2026. The companies in the fiscal 2026 Compensation Peer Group were selected based on the same criteria as described above taking into account changes in both our business and the businesses of the companies in the peer group. For fiscal 2026, the Committee approved the following changes to the Compensation Peer Group effective for fiscal 2026. For fiscal 2026, the Committee removed four peer group companies (Cirrus Logic, Inc., Coherent Corp., Novanta Inc., and Qorvo, Inc.) from the Compensation Peer group due to size relative to Wolfspeed and added four companies (ACM Research, Alpha and Omega Semiconductor, Ichor, and SkyWater Technology). While the Committee relies on the Compensation Peer Group analysis to provide data about and understand the competitive market and relevant trends, it does not consider the peer group analysis as a substitute for its members’ collective business judgment.
Compensation Elements
| Element | Why We Pay This Element | Key Characteristics | How We Determined Amount | | Base Salary | •Provides market competitive levels of fixed pay to attract and retain our NEOs | •Cash •Fixed •Annual | •Competitive market data, internal pay equity, experience, and critical skills | | Cash Bonus | •Provides competitive incentives to achieve difficult annual financial, operational and strategic business goals •Pay-for-performance •Stockholder alignment •Strategic alignment with long-term business strategy | •Cash •At-risk •Performance-based •Annual | •90% financial •30% revenue •30% non-GAAP gross margin •30% Adjusted EBITDA •10% ESG initiatives | | PSU Awards | •Provides strategic alignment incentivizing achievement of multi-year business plan based on TSR relative to Nasdaq Composite Index filtered by the Semiconductor, Semiconductor Equipment, and Electronics Equipment, Instruments and Component Sectors and NYSE-traded companies with Semiconductor or Semiconductor Equipment as primary classification •Pay-for-performance •Stockholder alignment | •Equity •At-risk •Performance-based | •Competitive market data, internal pay equity, experience, and critical skills | | RSU Awards | •Achieves retention objectives •Stockholder alignment | •Equity •At-risk •Time-based | •Competitive market data, internal pay equity, experience, and critical skills |
Compensation Elements
________________ (1)Mr. Feurle was appointed as Chief Executive Officer effective May 1, 2025. (2)Dr. Emerson was appointed as Executive Vice President and Chief Operating Officer effective June 23, 2025. (3)Mr. Speirits was appointed as Interim Chief Financial Officer on May 30, 2025 upon Mr. Reynolds’s separation from the Company. The information in the table above reflects the base salary Mr. Speirits received as the Company’s Senior Vice President, Finance, as no changes were made to his base salary in connection with his appointment as Interim Chief Financial Officer. (4)Mr. Werner was appointed as Executive Chair, in which role he served as our principal executive officer, upon Mr. Lowe’s separation from the Company on November 18, 2024. Pursuant to Mr. Werner’s offer letter, he was paid a monthly salary of $150,000 during the term of his employment as Executive Chair. Mr. Werner resigned as an employee of the Company and stepped down from his role as Executive Chair effective May 1, 2025 in connection with the appointment of Mr. Feurle as our new CEO. (5)Mr. Lowe separated from the Company effective November 18, 2024. (6)Mr. Reynolds separated from the Company effective May 29, 2025. Fiscal 2025 Annual Short-Term Cash Bonus Program: We provide the opportunity to earn performance-based cash bonuses based on the Committee’s determination of the achievement of annual performance objectives established at the beginning of the fiscal year. Commencing in fiscal 2027, Mr. Feurle will be eligible to receive an annual performance-based cash bonus based on a target bonus opportunity equal to 100% of his then-current base salary. In connection with his appointment as our Chief Executive Officer and as an inducement to join the Company, Mr. Feurle received a one-time cash sign-on bonus in the aggregate amount of $1,000,000, to be paid in two equal installments, with the first installment paid on the first payroll date following Mr. Feurle’s employment start date and the second installment having been paid on the first payroll date on or after the six-month anniversary of Mr. Feurle’s start date. The bonus must be immediately repaid in full by Mr. Feurle if his employment is terminated for “cause” (as defined in his Employment Agreement) or he voluntarily leaves the Company within one year of his start date. Commencing in fiscal 2026, Dr. Emerson will be eligible to receive an annual performance-based cash bonus based on a target bonus opportunity equal to 100% of his then-current base salary. Messrs. Speirits (based on his role as Senior Vice President, Finance), Lowe, and Reynolds were eligible to receive annual short-term cash bonuses under the Fiscal Year 2025 Wolfspeed Bonus Plan. Awards were to be earned and paid based on achievement of one or more pre-established performance objectives and calculated using a pre-established formula based on the level of our performance. For purposes of the Fiscal Year 2025 Wolfspeed Bonus Plan, the Committee determined to hold the target bonus opportunities flat to 2024 levels. The target bonus opportunities for Messrs. Speirits, Lowe and Reynolds remained 50%, 140% and 100% respectively (expressed as a percentage of base salary). Mr. Feurle, Dr. Emerson and Mr. Werner did not participate in the annual short-term cash bonus for fiscal 2025. Goal Setting Process and Rationale: After evaluating the Company’s financial, operational, and strategic objectives for fiscal 2025, the Committee selected annual revenue, annual non-GAAP gross margin, and adjusted EBITDA (each equally weighted) as the corporate performance metrics for fiscal 2025 and established performance objectives for each metric. In addition, the Committee determined to maintain the corporate performance goal weighting at 90% with the remaining 10% based on ESG initiatives. For fiscal 2025, the ESG initiatives include water recycling and other initiatives, and the Company’s Total Recordable Incident Rate (“TRIR”). TRIR is a key safety metric used to measure the number of work-related injuries and illnesses that occur each year, typically expressed per 100 full-time employees. This measure helps the Company assess our safety performance and identify areas for improvement. The design of our fiscal 2025 Annual Performance-Based Cash Bonus Program was as follows: When determining the level of award payable as short-term cash bonuses, performance against each corporate performance objective is weighted in determining the amount of the annual award payment. If attainment of an individual corporate performance objective did not meet the threshold performance level for that objective, no payment would be earned for that objective. If attainment of an individual corporate performance objective was met or exceeded at the threshold performance level for that objective, but fell below the target performance level, a payment would be earned of at least 25% for that objective but less than 100% of the target award opportunity for such individual objective. If attainment of an individual corporate performance objective met or exceeded the target performance level but fell below the maximum performance level, a payment would be earned of at least 100% but less than 200% of the target award opportunity for such individual objective. The maximum payment for any individual corporate performance objective, and subsequently the total annual award payout is 200% of the target annual short-term cash bonus award opportunity. Performance Results: The corporate performance objectives established by the Committee for fiscal 2025 and our corresponding actual performance with respect to each objective are set forth in the following table:
Compensation Elements
| Feurle | an RSU award with a target value of $2,500,000, with 25% of the RSUs subject to the award vesting on each of the first four anniversaries of his employment start date. | | | an option to purchase the minimum number of shares of common stock necessary for the option to reflect a Black-Scholes value equal to at least $2,500,000. The option will vest and become exercisable as to 25% of the shares of common stock subject to the award on each of the first four anniversaries of his employment start date. | | Emerson | an RSU award with a target value of $1,000,000, with 25% of the RSUs subject to the award vesting on each of the first four anniversaries of May 22, 2025. | | | an option to purchase the minimum number of shares of common stock necessary for the option to reflect a Black-Scholes value equal to at least $1,000,000. The option will vest and become exercisable as to 25% of the shares of common stock subject to the award on each of the first four anniversaries of May 22, 2025. |
Compensation Elements
| Feurle | an RSU award with a target value of $2,000,000, vesting ratably in equal annual increments over four years from the grant date. | | | a PSU award with a target value of $3,000,000, with the number of shares of common stock issuable upon the vesting of the PSUs to be determined using a pre-established formula tied to the achievement of relative TSR targets set by the Board or Committee for the Company compared to an index determined by the Board or Committee, commencing on August 1, 2025 and ending on the earlier of July 31, 2028 or the consummation of a Change in Control (as defined in Mr. Feurle’s Employment Agreement) on the same terms and conditions as PSU awards granted to other executives of the Company on or about August 1, 2025. | | Emerson | an RSU award with a target value of $800,000, vesting ratably in equal annual increments over four years from the grant date. | | | a PSU award with a target value of $1,200,000, with the number of shares of common stock issuable upon the vesting of the PSUs to be determined using a pre-established formula tied to the achievement of relative TSR targets set by the Board or Committee for the Company compared to an index determined by the Board or Committee, commencing on August 1, 2025 and ending on the earlier of July 31, 2028 or the consummation of a Change in Control (as defined in Dr. Emerson’s Employment Agreement) on the same terms and conditions as PSU awards granted to other executives of the Company on or about August 1, 2025. |
Compensation Elements
In May 2025, the Board adopted the Wolfspeed, Inc. 2025 Inducement Award Plan (the “Inducement Plan”) and reserved 2,000,000 shares of common stock for issuance pursuant to equity awards granted under the Inducement Plan. The Inducement Plan provides for the grant of equity-based awards, including stock options, stock appreciation rights, restricted stock and restricted stock units, performance shares and performance stock units, and other awards. The terms of the Inducement Plan are substantially similar to the Company’s 2023 Long-Term Incentive Compensation Plan. Each award under the Inducement Plan is intended to qualify under Section 303A.08 of the New York Stock Exchange Company Listed Manual as a material employment inducement grant or as a limited exemption applicable to awards in the context of qualifying corporate acquisitions or mergers. Subsequent to the adoption of the Inducement Plan and entering into the employment arrangements with Mr. Feurle and Dr. Emerson, the Board determined to delay granting the awards to Mr. Feurle and Dr. Emerson described above until following the Company’s exit from Chapter 11 bankruptcy. For fiscal 2025, the Committee approved an equity award for Mr. Speirits in the form of RSUs with an equity award value of $350,000. To determine the actual number of RSUs awarded, the Committee-approved target value is divided by a 30 trading-day average of our closing price up to and including the grant date, which average was $22.14. The total grant date values based on the closing price of $16.43 on August 1, 2024 is 26% lower than the award value used by the Committee to calculate the number of units awarded. The amounts reported below are not the grant date fair values calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation, or ASC Topic 718. In connection with his appointment as Executive Chair, Mr. Werner was entitled to receive an RSU award on the last business day of each month during the term of his employment under his Offer Letter with a value equal to $225,000 for each month of service (or a prorated portion thereof for each partial month of service) as Executive Chair, with the actual number of shares of common stock subject to each RSU award to be determined based on the 30 trading-day average of the closing market price of the common stock up to and including the grant date. In March 2025, Mr. Werner voluntarily elected to forego receipt of the full value of the monthly RSU awards and instead receive a monthly award of 22,500 RSUs thereafter. The RSU awards granted to Mr. Werner vest on the one-year anniversary of the grant date, provided that Mr. Werner remains in continuous service with the Company, including continuing service as a director following the conclusion of his service as Executive Chair, through each applicable vesting date. For fiscal 2025, the Committee approved equity awards for Messrs. Lowe and Reynolds as a mix of 60% PSUs and 40% RSUs with target values of $7,000,000 and $2,800,000, respectively, which amounts were equal to the target equity award values approved by the Committee for fiscal 2024. To determine the actual number of RSUs and PSUs granted, the Committee-approved target value was divided by a 30 trading-day average of the closing market price of the common stock up to and including the grant date, which average was $22.138 per share. The total grant date values based on the closing market price of $16.43 per share on August 1, 2024 (the date of grant) was 26% lower than the award value used by the Committee to calculate the number of units awarded. Consequently, the amounts reported below are not the grant date fair values calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation, or ASC Topic 718. The Committee approved and granted RSU and PSU equity awards for Messrs. Speirits, Lowe, and Reynolds during fiscal 2025 as follows:
Compensation Elements
| Executive Officer | FY25 Total Grant Date Value | RSUs | | | PSUs | | | | | | Number Awarded | Grant Date Value | Percentage of Total Grant Value | Number Awarded | Grant Date Value | Percentage of Total Grant Value | | Kevin Speirits | $259,742 | 15,809 | $259,742 | 100% | — | — | — | | Gregg A. Lowe | $5,195,133 | 126,479 | $2,078,050 | 40% | 189,719 | $3,117,083 | 60% | | Neill P. Reynolds | $2,078,034 | 50,591 | $831,210 | 40% | 75,887 | $1,246,823 | 60% |
Compensation Elements
Restricted Stock Unit (RSU) Awards. The RSU awards granted to Messrs. Speirits, Lowe and Reynolds for fiscal 2025 were to vest ratably in equal annual increments over four years from the grant date, contingent on continued employment as of each vesting date. Vesting ends upon termination of employment, and all unvested RSUs are forfeited; however, vesting accelerates upon death or termination of employment due to disability. Under the terms of the SLT Severance Plan (or for Mr. Lowe, his Change in Control Agreement), however, the vesting of RSU awards may also be accelerated in certain circumstances as discussed below. The RSU award granted to Mr. Lowe for fiscal 2025 will continue to vest for 18 months in connection with the termination of his employment in November 2024 and the RSU award granted to Mr. Reynolds for fiscal 2025 was forfeited in connection with his separation of employment in May 2025, each as discussed under “Post-Termination Compensation Arrangements” below. Performance Stock Unit (PSU) Awards. For fiscal 2025, in July 2024 the Committee approved the grant of PSUs to Messrs. Lowe and Reynolds that, if earned, vest three years after the date of grant. The actual number of shares of our common stock received under the PSU awards at the end of the three-year performance period will be equal to the number of units awarded multiplied by the “Payout Factor” described below. The performance threshold for the PSU awards will be based on our relative TSR compared to a peer group of companies listed on the Nasdaq Composite Index filtered by the Semiconductor, Semiconductor Equipment, and Electronics Equipment, Instruments and Component Sectors and, for fiscal 2025, NYSE-traded companies with Semiconductor or Semiconductor Equipment as the primary classification (the “TSR Peer Group”) over the period beginning on August 1, 2024 and ending immediately prior to the vesting date of July 31, 2027 (the “Measurement Period”). The starting value for the calculation of the Payout Factor was the 90 calendar-day average closing market price for our common stock through July 31, 2024 and the ending value for the calculation will be the average closing market price for our common stock for the 90 calendar days prior to the end of the Measurement Period. Our TSR will then be compared to the performance of the TSR Peer Group over the three-year period. The number of shares of our common stock that will be issued as payment for the number of units earned will be calculated in accordance with the following schedule:
Compensation Elements
| Relative Total Shareholder Return Ranking over Measurement Period | Payout Factor | | 75th Percentile or Higher | 200% | | 55th Percentile | 100% | | 25th Percentile | 50% | | Below 25th Percentile | 0% |
Compensation Elements
Straight line interpolation will be used to determine the payout factor for performance that falls between the ranking levels shown above, provided that the payout factor for performance below the 25th percentile will be 0%, and the payout factor for performance at or above the 75th percentile will be capped at 200%. Vesting of the fiscal 2025 PSU awards ends upon termination of employment. Under the terms of the SLT Severance Plan (or for Mr. Lowe, his Change in Control Agreement) or in the case of death or termination of employment due to disability, however, vesting of the PSU awards may be accelerated in certain circumstances as discussed below. The PSUs granted to Mr. Lowe for fiscal 2025 will continue to vest during the 18 months following the date of his termination in accordance with the terms of such awards as if Mr. Lowe’s employment had not terminated, although PSUs that may vest will be paid out based upon actual Company performance in accordance with the terms of the LTIP and the applicable award agreements. The PSUs granted to Mr. Reynolds for fiscal 2025 were forfeited in connection with his separation in May 2025, each as discussed under “Post-Termination Compensation Arrangements” below.
Results of Prior PSU Awards
Results of Prior PSU Awards With respect to our July 2021 (fiscal 2022) PSU awards granted to Messrs. Lowe and Reynolds, our three-year TSR of (74.12)% for the three-year performance period ended August 1, 2024 placed us at the 17th percentile of the TSR Peer Group. Based on the pre-established payout schedule, Messrs. Lowe and Reynolds earned none of the shares of our common stock subject to their respective fiscal 2022 PSU awards.
Results of Prior PSU Awards
| Relative Total Shareholder Return Ranking over Measurement Period | Payout Factor | | 75th Percentile or Higher | 150% | | 50th Percentile to 74th Percentile | 100% | | 25th Percentile to 49th Percentile | 50% | | Below 25th Percentile | 0% |
Results of Prior PSU Awards
Mr. Speirits’ Retention Agreement. In connection with his appointment as Interim Chief Financial Officer, Mr. Speirits received a one-time lump sum payment of $100,000. Mr. Speirits must repay the lump sum cash payment if his employment is terminated for cause or he voluntarily terminates his employment with the Company prior to January 31, 2026. In connection with his service as Interim Chief Financial Officer and support as the Company transitioned to a new successor Chief Financial Officer, Mr. Speirits was also to receive additional compensation pursuant to a Retention Agreement. Pursuant to the Retention Agreement, Mr. Speirits is entitled to receive the following lump sum amounts upon the completion of each of the following milestones: (i) $100,000 for providing services as Interim Chief Financial Officer until a date determined by the Company in its sole discretion no earlier than September 1, 2025 and no later than January 31, 2026; (ii) $100,000 for providing transition services to the Company’s new Chief Financial Officer; and (iii) $100,000 for providing necessary support to oversee and complete debt restructuring work on behalf of the Company. Upon separation of employment, subject to execution by Mr. Speirits of a Severance Agreement, Mr. Speirits will receive (a) 12 months of base salary, (b) annual bonus paid at target, (c) one year of continued vesting of outstanding equity, and (d) 12 months of the employer portion of COBRA continuation payments, paid directly to the provider if Mr. Speirits timely enrolls in COBRA post-separation. A copy of Mr. Speirits’ Retention Agreement is attached as Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 28, 2025.
Post-Termination Compensation Arrangements
Post-Termination Compensation Arrangements The Committee has approved the severance payments and benefits described below following termination of employment, both in the context of a change in control of the Company and in other circumstances, to encourage our SLT members, including our NEOs, to act in our best interests without regard to potential concerns for loss of income in the event of certain involuntary terminations of employment, including in connection with a change in control of the Company.
Employment Agreement with Mr. Feurle and SLT Severance Plan
Employment Agreement with Mr. Feurle and SLT Severance Plan In connection with his appointment as our CEO in May 2025, we entered into an Employment Agreement with Mr. Feurle which, among other things, sets forth his eligibility for severance payments and benefits in the event of the termination of his employment by us without “cause” or by him for “good reason” (as each such term is defined in the Employment Agreement), including in connection with a change in control of the Company. See “Potential Payments upon Termination or Change in Control” below for details about this Employment Agreement. The SLT Severance Plan (as amended and restated as of June 21, 2024) is designed to provide severance payments and benefits to our executive officers who report directly to our CEO and who serve on the SLT, including Dr. Emerson, in the event of their termination of employment without “cause” or their resignation for “good reason” (as each such term is defined in the SLT Severance Plan), including in connection with a change in control of the Company. Under the Employment Agreement and the SLT Severance Plan, severance payments and benefits in connection with a change in control of the Company are subject to a “double-trigger” feature, which means that payments are not triggered on a change in control unless, in connection with the change in control, the employment of the executive officer either (1) is terminated without cause (but not as a result of his death or long-term disability); or (2) terminated by the executive officer for good reason within 24 months of such change in control. See “Potential Payments upon Termination or Change in Control” below for additional information on our severance arrangements with our NEOs.
Change in Control Agreement with Mr. Lowe
Change in Control Agreement with Mr. Lowe On November 18, 2024, the Company announced the departure of Mr. Lowe, our former President and Chief Executive Officer, following the determination of the Board of Directors to terminate Mr. Lowe’s employment without cause. Following his termination, Mr. Lowe was entitled to receive the severance payments and benefits applicable to a termination of employment without cause as described in the Change in Control Agreement between the Company and Mr. Lowe, dated September 17, 2017, as amended May 4, 2018, which are filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 28, 2017 and Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 4, 2018, respectively, except that Mr. Lowe, at the request of the Board, agreed to forgo receipt of the lump sum payment equal to 150% of his target bonus opportunity for fiscal 2025 that would have otherwise been payable to him under the Change in Control Agreement. Please see “—Potential Payments upon Termination or Change in Control” below for a description of these payments.
Separation Agreement with Mr. Reynolds
Separation Agreement with Mr. Reynolds In May 2025, the Company and Mr. Reynolds initially agreed that Mr. Reynolds would voluntary resign as the Company’s Executive Vice President and Chief Financial Officer, effective May 30, 2025. At that time, Mr. Reynolds and the Company entered into an Executive Transition and Separation Agreement, pursuant to which Mr. Reynolds was entitled to receive a one-time cash payment equal to the approximate value of 12 months of his base salary and fiscal 2025 target bonus opportunity, an additional 12 months of vesting of his unvested RSUs, and 12 months of the employer portion of COBRA continuation payments. Subsequently on May 29, 2025, Mr. Reynolds and the Company entered into a Separation Agreement and Release of Claims superseding the Executive Transition and Separation Agreement. Pursuant to the Separation Agreement and Release of Claims, Mr. Reynolds’ sole separation payment and benefit was a single lump sum cash payment of $100,000 paid following the execution of a customary release of claims in favor of the Company.
Other Compensation Elements and Practices
Other Compensation Elements and Practices Health and Welfare Benefits. Generally, our NEOs are eligible to and participate in only those benefit and retirement programs available to other U.S. employees, including our Section 401(k) retirement savings plan, health and welfare plans and group term life insurance plan. Our NEOs receive matching contributions under the Section 401(k) plan consistent with other participating employees. We match 100% of the first 1% of an employee’s contribution, and 50% of the next 5% of an employee’s eligible contribution. Consistent with our compensation philosophy, the Committee seeks to limit the perquisites and other personal benefits provided to our NEOs. Our SLT members, including our NEOs, are eligible to participate in a voluntary executive physical program. This benefit is intended to encourage our SLT members to receive regular comprehensive physical examinations, as their future health and well-being are important to our success. Each participant is encouraged to voluntarily elect a comprehensive physical examination once per calendar year at a facility designated by us. In connection with Mr. Feurle’s appointment as CEO in May 2025, the Company agreed to reimburse Mr. Feurle up to $200,000 for expenses incurred in connection with his relocation to the Durham, North Carolina area, grossed up for income and withholding taxes based on the marginal tax rate applicable to compensation disbursed at the time of payment. No NEO other than Mr. Feurle received perquisites or other personal benefits exceeding $10,000 in fiscal 2025. Share Ownership Guidelines. Our Board of Directors has adopted Corporate Governance Guidelines that include share ownership guidelines for the non-employee members of our Board of Directors and our executive officers, including our NEOs. Under these guidelines, within five years after election or appointment: •our CEO is encouraged to hold shares of our common stock with a value not less than six times his annual base salary; •each other executive officer, including our CFO, is encouraged to hold shares of our common stock with a value not less than two times the executive officer’s annual base salary; and •each non-employee member of our Board of Directors is encouraged to hold shares of our common stock with a value not less than five times the sum of the director’s annual cash retainers for service on our Board of Directors and on Board Committees. Shares held and owned, including outstanding RSU awards, count toward the share ownership requirement. Any outstanding stock option (vested or unvested) and outstanding PSU award does not count toward the share ownership requirement. Given the five-year transition period, presently all non-employee directors and executive officers are compliant with their respective stock ownership guideline. Anti-Hedging and Pledging Policies. We have adopted a Securities Trading Policy that prohibits all employees, including our executive officers and the non-employee members of our Board of Directors from entering into any pledging or margin account transactions involving our equity securities. In addition, the Securities Trading Policy provides that hedging transactions in our equity securities are prohibited for all employees (including our executive officers) and the non-employee members of our Board of Directors. Compensation Recovery Policy. The Committee has adopted a compensation recovery policy as required by Exchange Act Rule 10D-1 and the corresponding listing standards of the NYSE, which provides for the mandatory recovery from current and former executive officers of incentive-based compensation that was erroneously awarded during the three years preceding the date that the Company is required to prepare an accounting restatement due to material non-compliance of the Company with any financial reporting requirement under the securities laws, including to correct an error in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The amount required to be recovered is the excess of the amount of incentive-based compensation received over the amount that otherwise would have been received had it been determined based on the restated financial measure. Deductibility of Executive Compensation. Section 162(m) of the Code limits the deduction certain employers may take for otherwise deductible compensation payable to certain current or former executive officers of the employer to the extent the compensation paid to such an officer for the taxable year exceeds $1 million. The Committee believes that tax deductibility is only one of several relevant considerations when structuring our executive compensation program and strives to balance the effectiveness and overall goals of our executive compensation program with the materiality of reduced tax deductions. Accordingly, the Committee may approve compensation that is not deductible for federal income tax purposes in order to achieve the desired flexibility in the design and delivery of compensation. Accounting for Stock-Based Compensation. FASB ASC Topic 718, Compensation—Stock Compensation, requires us to recognize an expense for the fair value of equity-based compensation awards granted under our equity incentive award plans. The Committee considers the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, the Committee may revise certain plans and programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives. Option Awards. The Company does not grant stock options, stock appreciation rights or similar option-like instruments in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement, and does not time the public release of such information based on stock option grant dates. Grants of stock options are awarded either on a preestablished date during an “open trading window” or in connection with an individual’s date of hire. During the last completed fiscal year, we have not granted options to any NEO during the period beginning four business days before and ending one business day after the filing of a periodic report on Form 10-Q or Form 10-K or the filing or furnishing of a current report on Form 8-K, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) (3) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (g) | (i) | (j) | | Robert A. Feurle | 2025 | $150,000 | $500,000(5) | — | — | — | $650,000 | | CEO (4) | | | | | | | | | David T. Emerson, Ph.D. | 2025 | $7,212 | — | — | — | — | $7,212 | | Executive Vice President and COO (6) | | | | | | | | | Kevin M. Speirits | 2025 | $390,000 | $119,500(8) | $259,742 | $19,500 | $14,525 | $803,267 | | Interim CFO (7) | | | | | | | | | Thomas H. Werner | 2025 | $886,125 | — | $832,590 | — | $277,500(10) | $1,996,215 | | Former Executive Chair (9) | | | | | | | | | Gregg A. Lowe | 2025 | $444,156 | — | $6,729,960 | — | $1,324,456(11) | $8,498,571 | | Former President and CEO | 2024 | $875,000 | — | $10,329,212 | $183,750 | $11,762 | $11,399,724 | | | 2023 | $875,000 | — | $11,285,988 | $306,250 | $10,601 | $12,477,839 | | Neill P. Reynolds | 2025 | $586,154 | — | $2,691,959 | — | $111,542(12) | $3,389,655 | | Former Executive Vice President | 2024 | $600,000 | — | $4,131,604 | $90,000 | $11,396 | $4,833,000 | | and CFO | 2023 | $600,000 | — | $4,514,384 | $150,000 | $10,675 | $5,275,059 |
Summary Compensation Table
________________ (1)Represents the aggregate grant date fair value of service-based RSUs and PSUs granted during the fiscal years shown calculated in accordance with ASC Topic 718. The aggregate grant date fair value is the amount we expect to expense in our financial statements over the award’s vesting schedule. See Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended June 29, 2025 for assumptions used in the calculations. For the PSUs that vest based on relative TSR, the probable outcome of achievement and grant date fair value was determined using a Monte Carlo simulation model. There can be no assurance that the ASC Topic 718 grant date fair value amounts will ever be realized. Outstanding RSUs and PSUs were cancelled in connection with approval by the Bankruptcy Court of our plan of reorganization and subsequent emergence from Chapter 11 bankruptcy. (2)Amounts listed in column (g) represent amounts paid under our Annual Short-Term Cash Bonus Program. For additional information regarding the 2025 Annual Short-Term Cash Bonus Program, see “Compensation Discussion and Analysis” above. (3)Amounts listed in column (i) include matching contributions to the 401(k) retirement plan. No named executive officer received perquisites and personal benefits valued, in the aggregate, at $10,000 or more. Therefore, in accordance with Securities and Exchange Commission disclosure rules, this column does not reflect the value of the perquisites and personal benefits received for fiscal 2023 through 2025 unless otherwise noted or previously disclosed. (4)Mr. Feurle was appointed as Chief Executive Officer effective May 1, 2025. (5)Amount listed in column (d) represents the first installment of a cash sign-on bonus in the aggregate amount of $1,000,000, to be paid in two equal installments. (6)Dr. Emerson was appointed as Executive Vice President and Chief Operating Officer effective June 23, 2025. (7)Mr. Speirits served as Interim Chief Financial Officer from May 30, 2025 to September 1, 2025. Mr. Speirits previously served as Senior Vice President, Finance, and remained in this role during and following his service as Interim Chief Financial Officer. (8)Amount listed in column (d) represents (i) a lump sum retention payment awarded in connection with Mr. Speirits’ appointment as Interim Chief Financial Officer and (ii) the 10% discretionary increase to the calculated bonus payout percentage under the 2025 Annual Short-Term Cash Bonus Program as described in “Compensation Discussion and Analysis” above. (9)Mr. Werner served as Executive Chair, in which role he served as the Company’s principal executive officer on an interim basis, from November 18, 2024 to May 1, 2025. (10)Amount reported includes $277,500 of fees paid in cash to Mr. Werner for his service on our Board of Directors prior to and following his service as Executive Chair. (11)Amount reported includes $1,323,193 paid pursuant to the Change in Control Agreement between us and Mr. Lowe (see “Compensation Discussion and Analysis—Post-Termination Compensation Arrangements—Change in Control Agreement with Mr. Lowe” above for more information). (12)Amount reported includes $100,000 paid pursuant to the Separation Agreement between us and Mr. Reynolds (see “Compensation Discussion and Analysis—Post-Termination Compensation Arrangements—Separation Agreement with Mr. Reynolds” above for more information).
Grants of Plan-Based Awards in Fiscal 2025
Grants of Plan-Based Awards in Fiscal 2025
Grants of Plan-Based Awards in Fiscal 2025
| | Grant Date | Approval Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (3) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Robert A. | — | — | — | — | — | — | — | — | — | — | | Feurle | | | | | | | | | | | | David T. | — | — | — | — | — | — | — | — | — | — | | Emerson, | | | | | | | | | | | | Ph.D. | | | | | | | | | | | | Thomas H. | 12/31/2024 | — | — | — | — | — | — | — | 39,138(2) | $260,659 | | Werner | 1/31/2025 | — | — | — | — | — | — | — | 34,201(2) | $209,652 | | | 2/28/2025 | — | — | — | — | — | — | — | 36,947(2) | $213,554 | | | 3/31/2025 | — | — | — | — | — | — | — | 22,500(2) | $68,850 | | | 4/30/2025 | — | — | — | — | — | — | — | 22,500(2) | $79,875 | | Kevin M. | — | — | $48,750 | $195,000 | $390,000 | — | — | — | — | — | | Speirits | 8/1/2024 | 7/18/2024 | — | — | — | — | — | — | 15,809(3) | $259,742 | | Gregg A. | — | — | $306,250 | $1,225,000 | $2,450,000 | — | — | — | — | — | | Lowe | 8/1/2024 | 7/18/2024 | — | — | — | 94,860(4) | 189,719(4) | 379,438(4) | — | $4,651,910 | | | 8/1/2024 | 7/18/2024 | — | — | — | — | — | — | 126,479(5) | $2,078,050 | | Neill P. | — | — | $150,000 | $600,000 | $1,200,000 | — | — | — | — | — | | Reynolds | 8/1/2024 | 7/18/2024 | — | — | — | 37,944(4) | 75,887(4) | 151,774(4) | — | $1,860,749 | | | 8/1/2024 | 7/18/2024 | — | — | — | — | — | — | 50,591(5) | $831,210 |
Grants of Plan-Based Awards in Fiscal 2025
________________ (1) Non-equity incentive plan awards represent the threshold, target and maximum amounts of cash incentive compensation payable under our 2025 Annual Short-Term Cash Bonus Program. The actual amounts earned are disclosed in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table.” Threshold payment amounts assume only the attainment of the minimum performance level for each individual goal and are paid at 25% of the target incentive. Target payment amounts are paid at 100% of the target incentive and assume goal attainment of 100% of the target goals. Maximum payment amounts reflect the payout cap of 200% of the target incentive, which assumes goal attainment of the maximum goals. For fiscal 2025, the annual operational, financial and business goal targets approved by the Compensation Committee were stated in terms of revenue, non-GAAP gross margin, adjusted EBITDA, and accomplishment of ESG initiatives. For additional information regarding the 2025 Annual Short-Term Cash Bonus Program, see “Compensation Discussion and Analysis” above. (2) The RSUs granted to Mr. Werner were to vest in full on the first anniversary of the date of grant, provided that Mr. Werner continued service as a member of the Board of Directors. The RSUs were cancelled in connection with approval by the Bankruptcy Court of our plan of reorganization and subsequent emergence from Chapter 11 bankruptcy. (3) The RSUs granted to Mr. Speirits were to vest in two annual installments commencing on the first anniversary of the date of grant, provided that Mr. Speirits continued service as an employee. The 7,904 unvested portion of the RSUs were cancelled in connection with approval by the Bankruptcy Court of our plan of reorganization and subsequent emergence from Chapter 11 bankruptcy. (4) The target represents the number of PSUs granted on the grant date. Actual shares earned and issued were to be determined at the end of the measurement period (three years after grant date) and calculated by measuring the Company’s relative TSR on the third anniversary of the grant date as compared to the TSR Peer Group. If the Company’s TSR performance was at the 75th percentile or higher, the maximum number of shares were to be issued (200% of target). If the Company’s TSR performance was at the 55th percentile, the target number of shares were to be issued. If the Company’s TSR performance was at the 25th percentile, the threshold number of shares were to be issued (50% of target). For additional information regarding the fiscal 2025 PSU awards, see “Compensation Discussion and Analysis” above. However, with respect to Mr. Lowe, only those PSUs that were to vest within 18 months of the termination of Mr. Lowe’s employment in November 2024 continued to vest until their cancellation in connection with approval by the Bankruptcy Court of our plan of reorganization and subsequent emergence from Chapter 11 bankruptcy. With respect to Mr. Reynolds, all PSUs were forfeited in connection with his separation from the Company. (5) The RSUs granted to Messrs. Lowe and Reynolds were to vest according to their terms in four equal installments commencing August 1, 2024. However, with respect to Mr. Lowe, only those RSUs that were to vest within 18 months of the termination of Mr. Lowe’s employment in November 2024 continued to vest until their cancellation in connection with approval by the Bankruptcy Court of our plan of reorganization and subsequent emergence from Chapter 11 bankruptcy. With respect to Mr. Reynolds, all unvested RSUs were forfeited in connection with his separation from the Company. For additional information, see “Compensation Discussion and Analysis—Post-Termination Compensation Arrangements” above.
Outstanding Equity Awards
Outstanding Equity Awards The following table provides information about outstanding equity awards held by the named executive officers as of June 29, 2025.
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End
| | Stock Awards (1) | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2) | | Robert A. Feurle | — | — | — | — | | David T. Emerson, Ph.D. | — | — | — | — | | Kevin M. Speirits | 20,920(3) | $8,577 | — | — | | Thomas H. Werner | 155,286(4) | $63,667 | — | — | | Gregg A. Lowe | 61,639(5) | $25,272 | 58,593(6) | $24,023 | | Neill P. Reynolds | — | — | — | — |
Outstanding Equity Awards at 2025 Fiscal Year-End
________________ (1) The RSUs and PSUs listed were granted under the LTIPs. (2) Market value of shares that have not vested is based on $0.41 per share (the closing price of our common stock as reported by the NYSE on June 27, 2025, the last trading day of the Company’s fiscal 2025). (3) Includes RSUs that vested as to 10,795 shares on August 1, 2025 and RSUs that were to vest as to 1,111 shares on March 1, 2026, as to 7,904 shares on August 1, 2026, and as to 1,110 shares on March 1, 2027. (4) Includes RSUs that were to vest as to 39,138 shares on December 31, 2025, as to 34,201 shares on January 31, 2026, as to 36,947 shares on February 28, 2026, as to 22,500 shares on March 31, 2026, and as to 22,500 shares on April 30, 2026. (5) Outstanding RSUs vested in full on August 1, 2025. (6) Outstanding PSUs scheduled to vest on August 1, 2025 were canceled as a result of the applicable performance targets for FY2022-FY2025 period not being satisfied.
Stock Option Exercises and Vesting of Restricted Stock
Stock Option Exercises and Vesting of Restricted Stock The following table provides information about option exercises and vesting of RSUs held by the named executive officers during fiscal 2025.
Option Exercises and Stock Vested in Fiscal 2025
Option Exercises and Stock Vested in Fiscal 2025
Option Exercises and Stock Vested in Fiscal 2025
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Robert A. Feurle | — | — | | David T. Emerson, Ph.D. | — | — | | Kevin M. Speirits | 6,885 | $101,288(1) | | Thomas H. Werner | — | — | | Gregg A. Lowe | 41,886 | $688,187(2) | | Neill P. Reynolds | 13,503 | $221,854(3) |
Option Exercises and Stock Vested in Fiscal 2025
________________ (1) The value realized on vesting is based on $16.43 per share (the closing price of our common stock as reported by the NYSE on August 1, 2024) as to 5,774 RSU shares and $5.78 per share (the closing price of our common stock as reported by the NYSE on February 28, 2025) as to 1,111 RSU shares. (2) The value realized on vesting is based on $16.43 per share (the closing price of our common stock as reported by the NYSE on August 1, 2024) as to 41,886 RSU shares. (3) The value realized on vesting is based on $16.43 per share (the closing price of our common stock as reported by the NYSE on August 1, 2024) as to 13,503 RSU shares.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control We have various arrangements that provide the named executive officers with specified benefits if their employment is terminated under certain circumstances, as described below. In addition, these named executive officers participate in various benefit plans that may provide them with acceleration of equity awards or payments under certain circumstances, as described below. Severance Arrangements for Mr. Feurle and Dr. Emerson The Employment Agreement with Mr. Feurle and the SLT Severance Plan for any other named executive officers in each case provide for certain payments to be made upon termination without cause or resignation for good reason during the change in control period (under the Employment Agreement) or in connection with a change in control (under the SLT Severance Plan). Mr. Feurle (under the Employment Agreement) and Dr. Emerson (under the SLT Severance Plan), if their employment is terminated by us without cause but not as a result of their death or long-term disability, or by the executive for good reason, and the termination was during a change of control period or in connection with a change in control, respectively, will be entitled to receive the following benefits:
Potential Payments upon Termination or Change in Control
| Employment Agreement (Mr. Feurle): | | SLT Severance Plan: | | | • | a lump sum payment equal to 24 months of Mr. Feurle’s annual base salary; | • | continued payment of the executive’s regular salary for 18 months; | | • | a lump sum payment equal to two times his target annual incentive award for the fiscal year in which the termination occurs; | • | a lump sum payment equal to 1.5 times the executive’s target annual incentive award for the year in which the termination occurs; | | • | contribution to COBRA coverage through the earlier of (i) 24 months following the termination date and (ii) the date Mr. Feurle becomes eligible for healthcare coverage under another provider’s plan; and | • | a lump sum payment equal to 18 multiplied by the COBRA premium in effect for the type of medical, dental, and vision coverage then in effect for the executive; | | • | acceleration of vesting of each outstanding equity award, in each case, with respect to 100% of the then-unvested shares subject to such outstanding award effective as of immediately prior to Mr. Feurle’s termination date. | • | accelerated vesting of RSUs and options that are subject to time-based vesting requirements only, so that they become vested by the date employment terminates, and deemed vesting of any unvested PSUs at the greater of (i) the target level and (ii) the actual performance level (with the date of the Change in Control being treated as the ending date for the measurement period and the effective stock price of the Change in Control being used for the calculation of relative total shareholder return); and | | | | • | outplacement benefits for 12 months. |
Potential Payments upon Termination or Change in Control
In the event amounts payable under the Employment Agreement or SLT Severance Plan, as applicable, or otherwise are contingent on a change in control for purposes of Section 280G of the Internal Revenue Code of 1986, as amended, or the Code, and it is determined that any payment or benefit made or provided to the executive would be subject to the excise tax imposed by Section 4999 of the Code, the payments to such executive under the Employment Agreement or SLT Severance Plan, as applicable, will either be (i) paid in full or (ii) reduced to an amount that would not trigger the Section 280G-related excise tax, whichever results in the executive receiving the greatest after tax payment. Payments to the Named Executive Officers Made Upon Termination Without Cause or Resignation for Good Reason Not During Change of Control Period or in Connection with a Change in Control The Employment Agreement with Mr. Feurle and the SLT Severance Plan for any other named executive officers in each case provide for certain payments to be made upon termination without cause or resignation for good reason not during a change in control period (under the Employment Agreement) or in connection with a change in control (under the SLT Severance Plan). Mr. Feurle (under the Employment Agreement) and Dr. Emerson (under the SLT Severance Plan), if their employment is terminated by us without cause but not as a result of their death or long-term disability, or by the executive for good reason, and the termination was not during a change in control period or in connection with a change in control, respectively, will be entitled to receive the following benefits:
Potential Payments upon Termination or Change in Control
| Employment Agreement (Mr. Feurle): | | SLT Severance Plan: | | | • | a lump sum payment equal to 18 months of Mr. Feurle’s annual base salary; | • | continued payment of the executive’s base salary for 12 months; | | • | a lump sum payment equal to his target annual incentive award for the fiscal year in which the termination occurred; | • | a lump sum payment equal to the executive’s target annual incentive award for the fiscal year in which the termination occurred; | | • | contributions to COBRA coverage through the earlier of (i) 18 months following the termination date and (ii) the date Mr. Feurle becomes eligible for healthcare coverage under another provider’s plan; and | • | reimbursement for the additional costs of continuing the executive’s group medical, dental and vision coverage under COBRA for 12 months or until he is eligible for new healthcare coverage, whichever is shorter; | | • | conditioned upon Mr. Feurle’s fulfillment of his obligation for consulting, to the extent required by the Company, acceleration of vesting of each outstanding equity award that is scheduled to vest solely based upon Mr. Feurle’s continued services, in each case, with respect to that number of shares of the Company’s common stock subject to such award that would have vested had Mr. Feurle’s employment continued for 18 months following the termination date. | • | conditioned upon the executive’s fulfillment of his obligation for consulting, to the extent required by the Company, continued vesting of RSUs and options during the 12 months following the date of employment termination as if the executive’s employment had not terminated, and continued vesting of PSUs during the 12 months following the date of termination in accordance with the terms of such awards as if the executive’s employment had not terminated, although PSUs that may vest will be paid out based upon actual Company performance in accordance with the terms of the LTIPs and the applicable award agreement, including prorating for the portion of time the executive provided services to the Company over the course of the applicable performance period and such additional 12-month period, as applicable; and | | | | • | outplacement benefits for 12 months. |
Potential Payments upon Termination or Change in Control
Further Conditions to Severance Benefits As a condition to the receipt of the benefits described above under the Employment Agreement, Mr. Feurle must (i) sign a general release of claims against the Company and its affiliates in a form acceptable to the Company that becomes effective and irrevocable within 60 days, or such shorter period of time specified by the Company, following such termination and (ii) continue to comply with the terms of the standard form of employee agreement regarding confidential information, intellectual property and noncompetition between Mr. Feurle and the Company (the “Confidential Information Agreement”). As a condition of eligibility to participate in the SLT Severance Plan, each executive must (i) sign and not revoke a release of claims, (ii) sign a participation agreement under which, among other things, such executive agrees to waive any rights he or she might still have under certain other Company sponsored severance programs; and (iii) continue to comply with the terms of the executive’s Confidential Information Agreement, which, in the event that the executive is entitled to severance payments in connection with a change in control as described above, will be amended by the release to provide that the post-separation restrictive period applicable to the noncompetition and nonsolicitation provisions contained therein will extend until the end of the 18-month period following the executive’s termination date (or such longer period used to calculate continued salary payments). Definitions The terms “cause,” “good reason,” “change in control”, “change in control period” (with respect to the Employment Agreement) and “in connection with a change in control” (with respect to the SLT Severance Plan) are defined in the Employment Agreement and SLT Severance Plan, as applicable, as follows: “Cause” means:
Potential Payments upon Termination or Change in Control
| Employment Agreement (Mr. Feurle): | | SLT Severance Plan: | | | • | Mr. Feurle’s willful and continued failure to substantially perform the reasonable and lawful duties and responsibilities of his position that is not corrected after one written warning detailing the concerns and offering Mr. Feurle a reasonable period of time to cure; | • | an executive’s willful and continued failure to substantially perform the reasonable and lawful duties and responsibilities of the executive’s position that is not corrected after one written warning detailing the concerns and offering him a reasonable period of time to cure; | | • | any material and willful violation of any federal or state law by Mr. Feurle in connection with his responsibilities as an employee of the Company; | • | any material and willful failure of an executive to comply with Company policies (including but not limited to the Company’s Code of Conduct), applicable government laws, rules and regulations and/or reasonable directives of the CEO or Board of Directors; | | • | any act of personal dishonesty taken by Mr. Feurle in connection with his responsibilities as an employee of the Company with the intention or reasonable expectation that such may result in his personal enrichment; | • | any dishonest or illegal action (including, without limitation, embezzlement) or any other action whether or not dishonest or illegal by an executive which is materially detrimental to the interest and well-being of the Company, including, without limitation, harm to its reputation; | | • | Mr. Feurle’s conviction of, or plea of nolo contendere to, or grant of prayer of judgment continued with respect to, a felony that the Board of Directors reasonably believes has had or will have a material detrimental effect on the Company’s reputation or business; or | • | an executive’s conviction of, or plea of nolo contendere to, or grant of prayer of judgment continued with respect to, a felony that the Board of Directors reasonably believes has had or will have a material detrimental effect on the Company’s reputation or business; | | • | Mr. Feurle materially breaching his Confidential Information Agreement, which breach is not cured. | • | an executive’s material breach of his Confidential Information Agreement; | | | | • | an executive’s failure to fully disclose any material conflict of interest that he may have with the Company in a transaction between the Company and any third party which is materially detrimental to the interest and well-being of the Company; or | | | | • | an executive’s commission of any act or omission that has caused or could cause material reputational damage to the Company. |
Potential Payments upon Termination or Change in Control
“Good reason” generally means the occurrence of any of the following without the executive’s consent, and not due to cause, within the timeframes specified in the definition of “in connection with a change in control” below, if applicable, subject to certain notice and cure provisions:
Potential Payments upon Termination or Change in Control
| Employment Agreement (Mr. Feurle): | | SLT Severance Plan: | | | • | a material reduction in Mr. Feurle’s authority, duties or responsibilities, including removal from, or a failure to elect Mr. Feurle to, the Board of Directors; | • | a material reduction in the executive’s authority, duties or responsibilities, provided however, that this will not apply to the sale, transfer or other disposition of all or substantially all of the stock or assets of a business unit for which the applicable executive was not the primary executive responsible; | | • | a material reduction in Mr. Feurle’s base salary or target annual and long-term incentive compensation, other than a one-time reduction in either case that also is applied to substantially all other executive officers of the Company, provided that Mr. Feurle’s reduction is substantially proportionate to the reduction applied to substantially all other executive officers; | • | a material reduction in the executive’s annual base salary, target annual compensation (bonus), or long-term incentive compensation (including, but not limited to equity compensation); | | • | the Company requiring Mr. Feurle to report to anyone other than the Board of Directors; or | • | the Company requiring the executive to report to anyone other than the CEO of the Company; or | | • | the Company requiring Mr. Feurle to relocate his principal place of business or the Company relocating its headquarters, in either case to a facility or location outside of a 35 mile radius (or such longer distance that is the minimum permissible distance under the circumstances for purposes of the involuntary separation from service standards under the Treasury Regulations or other guidance under Section 409A of the Code) from Mr. Feurle’s current principal place of employment. | • | the Company requiring the executive to relocate his principal place of business or the Company relocating its headquarters, in either case to a facility or location outside of a 35 mile radius from his current principal place of employment. |
Potential Payments upon Termination or Change in Control
“Change in control” generally means any of the following events: •any person or group of persons becomes the beneficial owner of more than 50% of our outstanding common stock or the combined voting power of our securities entitled to vote generally in the election of directors; •a sale or other disposition of all or substantially all of our assets; •stockholder approval of a definitive agreement or plan to liquidate our company; •a merger or consolidation of our company with and into another entity, unless immediately following such transaction (1) more than 50% of the members of the governing body of the surviving entity were incumbent directors at the time of execution of the initial agreement providing for such transaction; (2) no person or group of persons is the beneficial owner, directly or indirectly, of more than 50% of the equity interests of the surviving entity or the combined voting power of the equity interests of the surviving entity entitled to vote generally in the election of members of its governing body; and (3) more than 50% of the equity interests of the surviving entity and the combined voting power of the equity interests of the surviving entity entitled to vote generally in the election of members of its governing body is beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the shares of common stock immediately prior to such transaction in substantially the same proportions as their ownership immediately prior to such transaction; •a change in the majority of the incumbent directors of the Board of Directors during any consecutive 24-month period during the executive’s employment term, excluding such changes resulting from directors who are elected by, or on the recommendation of or with the approval of, at least two-thirds of the directors qualifying as incumbent directors; or •the sale, transfer or other disposition of a substantial portion of the stock or assets of a business unit of the Company or a similar transaction as the Board of Directors, in its sole discretion, may determine to be a “change in control”; provided, however, that “change in control” will not include (1) a transaction the sole purpose of which is to change the state of our incorporation; or (2) the initial public offering of the stock of a business unit of our company, and any subsequent sell down of the stock of the business unit by our company. “Change in control period” means the period of time commencing three months prior to a change in control and ending 24 months following the change in control. “In connection with a change in control” means either: •within the period of time between the commencement of a tender offer or our entry into a written agreement with another party that contemplates a transaction, the consummation of either of which would result in a change in control and the occurrence of either the resulting change in control or the termination or expiration of the tender offer or the written agreement without the occurrence of a change in control; or •within 24 months following a change in control. Severance Arrangements for Mr. Speirits Please see “Compensation Discussion and Analysis—Compensation Elements—Mr. Speirits’ Retention Agreement” above for a description of severance payments and benefits for Mr. Speirits in the event of his separation of employment. Terminations of Messrs. Lowe and Reynolds During fiscal 2025, Messrs. Lowe and Reynolds terminated their employment with the Company. Please see “Compensation Discussion and Analysis—Post-Termination Compensation Arrangements” above for a description of the post-employment benefits to which Messrs. Lowe and Reynolds were entitled. LTIPs The LTIPs provide for potential acceleration of equity awards in the event of a proposed sale of all or substantially all of our assets or stock, the merger of our company with or into another corporation such that our stockholders immediately prior to the merger exchange their shares of stock for cash and/or shares of another entity or any other corporate transaction to which the Compensation Committee deems appropriate. Upon such an event, if the successor corporation does not agree to assume the outstanding equity awards or to substitute equivalent awards, the Compensation Committee has discretion to provide for the participants in the LTIPs to have the right to exercise, for a period of 15 days, their stock options or other awards as to all shares, including shares as to which the options or other awards would not otherwise be exercisable (or with respect to restricted stock or stock units, provide that all restrictions will lapse). The stock options or other awards will terminate upon the expiration of the 15-day period to the extent not exercised. The award agreements under the LTIPs provide for accelerated vesting of RSUs and PSUs in the event of a participant’s death or upon the effective date of the determination of the executive officer’s long-term disability. For PSUs, vesting is accelerated in full on the date of death or on the effective date of the determination of the disability and paid out at the greater of (a) the target level and (b) the actual performance level (with the date of death or on the effective date of the determination of disability being treated as the ending date for the measurement period). However, the PSUs will not pay out until the end of the applicable three-year period and the payout at that time will be determined based on actual performance. Amounts of Potential Payments upon Termination or Change in Control The following table provides information concerning the estimated payments and benefits that would be provided to each of the applicable named executive officers in the event of a termination of employment or change in control, or both. Except as noted below, payments and benefits are estimated using the following assumptions: (1) the triggering event took place on June 27, 2025, the last business day of fiscal 2025, or the Trigger Date; (2) the price per share of our common stock on the Trigger Date was $0.41, which represents the closing price of our common stock as reported by the NYSE on the last trading day preceding such date; and (3) all amounts are based on compensation and benefit agreements, plans and arrangements in effect on the Trigger Date notwithstanding subsequent changes in such agreements, plans and arrangements for fiscal 2026. 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 if the actual results differ from the assumptions described herein.
Potential Payments and Benefits to Named Executive Officers upon
Potential Payments and Benefits to Named Executive Officers upon
CEO Pay Ratio Disclosure
CEO Pay Ratio Disclosure Securities and Exchange Commission rules require the Company to disclose the ratio of the total annual compensation of our CEO or other officer serving as our principal executive officer (“PEO”) to the total annual compensation of our median employee. As of June 29, 2025, we employed approximately 3,438 individuals located primarily in the United States, with less significant representation in China (including Hong Kong), Taiwan, South Korea, Japan, Malaysia, India, and various countries in Europe. We determined our median employee for fiscal 2025 based on the Company’s global employee population as of June 29, 2025. The median employee compensation was identified using a consistently applied compensation measure of target annual compensation for fiscal 2025 consisting of base salary, estimated profit sharing or incentive compensation with a performance period of one year or less, as applicable, and shift differential, calculated using internal human resources records. As allowed under Securities and Exchange Commission rules, base pay was annualized for full-time or part-time permanent employees hired during fiscal 2025 to reflect a full year of service. We selected the median employee to determine the required ratio by: •Calculating the compensation based on the consistently applied measure of target annual compensation as described above of all of our employees except the individuals who served as PEO; •Determining the median employee from our employee population based on this consistently applied compensation measure; and •Identifying the ten employees whose target annual compensation was situated above and below this median and calculating total annual compensation for this subset of employees using the same methodology we use for our named executive officers as set forth in the fiscal 2025 Summary Compensation Table in accordance with Item 402 of Regulation S-K (the “Item 402 Rules”), excluding any employee who had anomalous compensation characteristics, to ensure that our selected median employee reflects our population as a whole and supports the reasonableness of our consistently applied compensation measure. We calculated the total annual compensation of our PEO and of the median employee for fiscal 2025 using the Item 402 Rules. The total annual compensation for our PEO, calculated in the manner described below, was $10,867,286 and the total annual compensation for the median employee was $78,868. Accordingly, the ratio of the annual total compensation of our PEO to the median of the annual total compensation of all employees was 138 to 1. Since multiple individuals served as our PEO during fiscal 2025 (including Mr. Wener on an interim basis), we combined the annual total compensation of each of Messrs. Lowe, Werner and Feurle pursuant to Instruction 10 to Item 402(u) of Regulation S-K in order to arrive at the annual total combined compensation of $10,867,286. Mr. Lowe had annual total compensation of $8,498,571, which includes base salary, stock awards and accrued severance. Mr. Werner had total compensation during his service as Executive Chair of $1,718,715, which includes fees paid in cash and stock awards. Mr. Feurle had annual total compensation of $650,000, which includes base salary and a cash bonus. Due to the termination of Mr. Lowe’s employment in November 2024, his annual total compensation includes accrued severance, which we would not anticipate to be included in annual total compensation in future years. Additional details of PEO total compensation is provided in the Summary Compensation Table. This pay ratio is a reasonable estimate calculated in a manner consistent with the Securities and Exchange Commission Item 402 Rules based on our payroll and employment records and the methodology described above. Because the Securities and Exchange Commission Item 402 Rules for identifying the median-compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the amount of compensation of the median-compensated employee and the pay ratio reported by other companies may not be comparable to our estimates reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officers (“PEOs”) and Non-PEO NEO and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
Pay Versus Performance Disclosure
| Year | Summary Compen-sation Table Total for PEO 1 ($) (1) | Summary Compen-sation Table Total for PEO 2 ($) (1) | Summary Compen-sation Table Total for PEO 3 ($) (1) | Compen-sation Actually Paid to PEO 1 ($) (1) (2) (3) | Compen-sation Actually Paid to PEO 2 ($) (1) (2) (3) | Compen-sation Actually Paid to PEO 3 ($) (1) (2) (3) | Average Summary Compen- sation Table Total for Non-PEO NEOs ($) (1) | Average Compen- sation Actually Paid to Non-PEO NEOs ($) (1) (2) (3) | Value of Initial Fixed $100 Investment based on: (4) | | Net Income ($ Millions) | | Revenue ($ Millions) (5) | | | | | | | | | | | TSR ($) | Peer Group TSR ($) | | | | | (a) | (b) | (b) | (b) | (c) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | | (i) | | 2025 | $8,498,571 | $1,996,215 | $650,000 | $(2,242,723) | $1,227,774 | $650,000 | $1,400,045 | $(158,386) | $0.72 | $306.52 | | (1,609.2) | $757.6 | | 2024 | $11,399,724 | — | — | $(1,116,224) | — | — | $4,833,000 | $(288,099) | $39.41 | $299.72 | | (864.2) | $807.2 | | 2023 | $12,477,839 | — | — | $7,947,159 | — | — | $5,275,059 | $1,625,479 | $85.63 | $190.01 | | (329.9) | $758.5 | | 2022 | $9,282,016 | — | — | $(2,027,399) | — | — | $2,702,433 | $(818,332) | $123.66 | $145.19 | | (200.9) | $572.1 | | 2021 | $13,287,668 | — | — | $19,320,787 | — | — | $2,707,751 | $9,822,525 | $170.75 | $170.93 | | (522.5) | $525.6 |
Pay Versus Performance Disclosure
__________________________ (1) Gregg A. Lowe served as PEO from 2021 to November 2024 (“PEO 1”). Thomas H. Werner served as PEO from November 2024 until May 2025 (“PEO 2”). Robert A. Feurle served as PEO since May 2025 (“PEO 3”). Neill P. Reynolds was our only Non-PEO NEO from 2021 through 2024. Neill P. Reynolds, Kevin Speirits, and David T. Emerson, Ph.D. were our Non-PEO NEOs during 2025. (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEO as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the amounts from the Stock Awards column set forth in the Summary Compensation Table.
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for PEO 1 ($) | Exclusion of Stock Awards for PEO 1 ($) | Inclusion of Equity Values for PEO 1 ($) | Compensation Actually Paid to PEO 1 ($) | | 2025 | $8,498,571 | $(6,729,960) | $(4,011,334) | $(2,242,723) |
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for PEO 2 ($) | Exclusion of Stock Awards for PEO 2 ($) | Inclusion of Equity Values for PEO 2 ($) | Compensation Actually Paid to PEO 2 ($) | | 2025 | $1,996,215 | $(832,590) | $64,149 | $1,227,774 |
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for PEO 3 ($) | Exclusion of Stock Awards for PEO 3 ($) | Inclusion of Equity Values for PEO 3 ($) | Compensation Actually Paid to PEO 3 ($) | | 2025 | $650,000 | — | — | $650,000 |
Pay Versus Performance Disclosure
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | $1,400,045 | $(983,900) | $(574,531) | $(158,386) |
Pay Versus Performance Disclosure
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Pay Versus Performance Disclosure
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO 1 ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO 1 ($) | Vesting Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO 1 ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO 1 ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO 1 ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO 1 ($) | Total - Inclusion of Equity Values for PEO 1 ($) | | 2025 | $13,062 | $(1,341,837) | — | $(265,132) | (2,417,427) | — | $(4,011,334) |
Pay Versus Performance Disclosure
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO 2 ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO 2 ($) | Vesting Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO 2 ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO 2 ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO 2 ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO 2 ($) | Total - Inclusion of Equity Values for PEO 2 ($) | | 2025 | $64,149 | — | — | — | — | — | $64,149 |
Pay Versus Performance Disclosure
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | $2,177 | $(38,072) | — | $(46,963) | (491,673) | — | $(574,531) |
Pay Versus Performance Disclosure
(4) The Peer Group TSR set forth in this table utilizes the Philadelphia Semiconductor Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the fiscal year ended June 26, 2025. The comparison assumes $100 was invested for the period starting June 28, 2020, through the end of the listed year in the Company and in the Philadelphia Semiconductor Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. (5) We determined Revenue to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in fiscal 2025. This performance measure may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years. Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, the cumulative TSR over the five most recently completed fiscal years for the Company, and the Philadelphia Semiconductor Index TSR over the same period. Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the five most recently completed fiscal years. Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and Revenue The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Revenue during the five most recently completed fiscal years. Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEOs and non-PEO NEOs for fiscal 2025 to Company performance. The measures in this table are not ranked.
Pay Versus Performance Disclosure
| Revenue | | Non-GAAP Gross Margin | | Adjusted EBITDA | | Relative TSR |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Director Compensation for Fiscal 2025
Director Compensation for Fiscal 2025
Director Compensation for Fiscal 2025
| Name (1) | Fees Earned or Paid in Cash ($) | Stock Awards ($) (2) | Total ($) | | Glenda M. Dorchak (3) | $196,250 | $175,156 | $371,406 | | John C. Hodge (4) | $186,250 | $175,156 | $361,406 | | Clyde R. Hosein (5) | $48,750 | — | $48,750 | | Darren R. Jackson (6) | $190,000 | $175,156 | $365,156 | | Mark E. Jensen (7) | $55,600 | — | $55,600 | | Duy-Loan T. Le (8) | $190,000 | $175,156 | $365,156 | | John B. Replogle (9) | $43,750 | — | $43,750 | | Marvin A. Riley (10) | $183,750 | $175,156 | $358,906 | | Thomas J. Seifert (11) | $53,434 | $175,156 | $228,590 | | Stacy J. Smith (12) | $220,000 | $175,156 | $395,156 | | Paul V. Walsh, Jr. (13) | $55,600 | — | $55,600 | | George H. Young III (14) | $53,269 | $175,156 | $228,425 |
Director Compensation for Fiscal 2025
__________________________ (1) Compensation for Mr. Werner’s service on the board of directors is included in the Summary Compensation Table on page 39. (2) Amounts listed in the Stock Awards column represent the aggregate grant date fair value of awards granted during fiscal 2025 calculated in accordance with ASC Topic 718. These amounts relate to the annual grant of 18,834 RSUs on Dec 5, 2024. All awards were made under the LTIP. For a discussion of the assumptions used to value these awards, see Note 12 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended June 29, 2025. The RSUs were cancelled in connection with approval by the Bankruptcy Court of our plan of reorganization and subsequent emergence from Chapter 11 bankruptcy. (3) As of June 29, 2025, Ms. Dorchak held 18,134 RSUs which were to vest on December 5, 2025. (4) As of June 29, 2025 Mr. Hodge held 18,834 RSUs which were to vest on December 5, 2025. Of the fees earned in fiscal 2025, Mr. Hodge elected to receive $40,625 in shares in lieu of cash fees. (5) Represents fees paid to Mr. Hosein through his December 5, 2025 retirement from the Board. (6) As of June 29, 2025, Mr. Jackson held 18,134 RSUs which were to vest on December 5, 2025. (7) Represents fees paid from Mr. Jensen’s May 8, 2025 appointment date. Includes a quarterly fee of $50,000 paid in cash in lieu of an annual equity award. (8) As of June 29, 2025, Ms. Le held 18,134 RSUs which were to vest on December 5, 2025. (9) Represents fees paid to Mr. Replogle through his December 5, 2025 retirement from the Board. (10) As of June 29, 2025, Mr. Riley held 18,134 RSUs which were to vest on December 5, 2025. (11) Represents fees paid to Mr. Seifert through his April 3, 2025 resignation from the Board. Of the fees earned in fiscal 2025, Mr. Smith elected to receive $26,700 in shares in lieu of cash fees. (12) As of June 29, 2025, Mr. Smith held 18,834 RSUs which were to vest on December 5, 2025. Of the fees earned in fiscal 2025, Mr. Smith elected to receive $40,000 in shares in lieu of cash fees. (13) Represents fees paid from Mr. Walsh’s May 8, 2025 appointment date. Includes a quarterly fee of $50,000 paid in cash in lieu of an annual equity award. (14) Represents fees paid to Mr. Young through his April 3, 2025 resignation from the Board.
Summary of Director Compensation Program
Summary of Director Compensation Program Non-employee directors are compensated for Board of Directors service through a combination of a cash retainer and grants of RSUs. We also reimburse directors for expenses incurred in serving as a director. Directors who are also employed by us are not separately compensated for their service on the Board of Directors. Each non-employee director then serving on the Board who has been nominated for re-election at the next annual meeting of stockholders has historically been granted RSUs on the date of such re-election at the annual meeting of stockholders, with such RSUs vesting in full on the first anniversary of the date of grant. For fiscal 2025, the number of RSUs granted was determined by dividing $200,000 by the 30 trading-day average closing stock price of the Company’s common stock ending one trading day prior to the date of grant. Non-employee directors appointed to fill a vacancy between annual meetings of stockholders have historically been granted RSUs as provided above. For fiscal 2025, the Board determined to suspend the award of RSUs to new directors in light of our restructuring efforts and approve a quarterly cash payment of $50,000 to Messrs. Jensen and Walsh. Vesting of all equity awards is subject to continued service; provided, however, that the Compensation Committee may allow RSUs to continue to vest until the next annual meeting of stockholders for a director who steps down from the Board before his or her time expires under certain circumstances. The Board intends to implement a new equity award component during fiscal 2026. Under the Schedule of Compensation for Non-Employee Directors, adopted May 1, 2025, non-employee directors are paid the following quarterly cash retainers: $16,250 for service as a member of the Board; $18,750 for service as Chair of the Board; $7,500 for service as Audit Committee Chair; $5,000 for service as Compensation Committee Chair; $3,750 for service as Governance and Nominations Committee Chair; $3,750 for service as a member of the Audit Committee; $2,500 for service as a member of the Compensation Committee; and $1,250 for service as a member of the Governance and Nominations Committee. Committee chairs receive the retainer for service as chair in addition to the retainer for committee membership. Unless another compensation arrangement is put in place at the time of special committee formation, non-employee directors may also receive meeting fees of $1,000 for service as a committee member or $2,000 for service as committee chair of any additional committee of the Board of Directors that may be formed in the future. In lieu of the retainers described above and in recognition of the additional duties during the executive transition, the Chair of the Board received a monthly retainer of $100,000 per month from May 1, 2025 until August 31, 2025. In recognition of the increased duties of the members of the Board in connection with strategic initiatives pursued by the Board beginning in December 2024 through May 2025, the Board, based on the recommendation of the Compensation Committee and the Governance and Nominations Committee, approved a supplemental director fee for each then serving non-employee director equal to $15,000 per month for each month during such period, paid in a lump-sum of $90,000. The Board intends to approve new cash retainers during fiscal 2026. During fiscal 2025, non-employee directors had the option to elect to participate in the Deferral Program. Under this plan, a participant received shares of our common stock in lieu of all or a portion of the quarterly retainer and any meeting fees earned. The number of shares was determined quarterly by dividing the applicable fees by the fair market value of a share, with fair market value for this purpose defined as the closing price on the NYSE on the first business day following announcement of financial results for the previous fiscal quarter. A participant in the plan could also choose to defer receipt of the shares until after his or her separation from service as a director. A participant who elected to defer receipt of shares could choose either a lump sum distribution, to be made in any of the first five years after the year of separation from service as a director, or a series of up to five installment distributions ending not later than the fifth year after separation from service. In the event of the death of a participant, either while serving as a director or after separation of service, any deferred distributions would be made within ninety days after the date of death. The Deferral Program was cancelled following the end of fiscal 2025. The Board intends to implement a new director deferral program during fiscal 2026.