DEF 14A of Wolfspeed, Inc., Sep 11, 2026

DEF 14A of Wolfspeed, Inc.

Filed Sep 11, 2026 · FY20260000895419-26-000065

Open on EDGAR

  1. Melissa Garrett

    | | Grants of Equity and Non-Equity Incentive Awards | 41 | | | Outstanding Equity Awards | 42 | | | Stock Option Exercises and Vesting of Restricted Stock | 43 | | | Potential Payments upon Termination or Change in Control | 44 | | | CEO Pay Ratio Disclosure | 52 | | | Equity Compensation Plans | 53 | | | Pay Versus Performance Disclosure | 54 | | PROPOSAL NO. 3—ADVISORY (NONBINDING) VOTE TO APPROVE EXECUTIVE COMPENSATION | | 58 | | DIRECTOR COMPENSATION | | 59 | | | Summary of Cash and Certain Other Compensation | 59 | | | Summary of Director Compensation Program | 61 | | | Compensation Committee Interlocks and Insider Participation | 61 | | PROPOSAL NO. 4—RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS | | 62 | | | Report of the Audit Committee | 62 | | | Independent Auditor Fee Information | 63 | | OTHER MATTERS | | 64 | | | Other Business | 64 | | | 2027 Annual Meeting of Stockholders | 64 | | | Procedures for Director Nominations | 64 | | | Stockholder and Interested Party Communications with Directors | 64 | | | Costs of Soliciting Proxies | 65 | | | Availability of Report on Form 10-K | 65 | | | Stockholders Sharing the Same Last Name and Address | 65 | | | Principal Executive Offices and Annual Meeting Location | 65 |

  2. 2026 PROXY SUMMARY

    2026 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.

  3. 2026 PROXY SUMMARY

    | Annual Meeting of Stockholders | • | Place: Virtually at www.virtualshareholdermeeting.com/WOLF2026 | | | • | Date and time: Tuesday, October 27, 2026, at 12:00 p.m. | | | • | Record Date: August 31, 2026 | | | • | Approximate Date of Availability of Proxy Materials: September 15, 2026 | | | • | 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) | | | • | Approval of 2026 Employee Stock Purchase Plan (FOR) | | | • | 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 27, 2027 (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. | | | • | Andreas W. Mattes. Former President and Chief Executive Officer of Coherent, Inc. Director since July 2026. | | | • | 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. |

  4. 2026 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 | | | • | Bradley D. Kohn, Executive Vice President and Chief Legal and Global Affairs Officer |

  5. 2026 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 27, 2027. Our Board of Directors recommends a FOR vote. |

  6. PROPOSAL NO. 1—ELECTION OF DIRECTORS

    PROPOSAL NO. 1—ELECTION OF DIRECTORS

  7. 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 Board and Mr. Musser, who has served on the Board since September 2025, have mutually agreed that he will not stand for re-election at the Annual Meeting. In addition, on August 20, 2026, Renesas Electronics Corporation informed the Company that its representative on the Board, Mr. Bolisay, will be resigning from the Board effective September 27, 2026. 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 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.

  8. Nominees for Election as Directors

    | Name | Age | Principal Occupation and Background | Director Since | | Anthony M. Abate | 62 | Mr. Abate 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 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. Mr. Abate also served as a strategy consultant in the TMT sector for McKinsey & Company. Mr. Abate holds a MBA from Harvard Business School and a Bachelor of Science in Electrical Engineering from Duke University. Mr. Abate’s qualifications to serve as a director and as Chair of the Board include his extensive governance experience across multiple public and private company boards, his financial and operational expertise as a former chief financial officer and chief operating officer, his cybersecurity oversight experience, and his direct experience guiding a company through financial restructuring. | September 2025 | | Michael W. Bokan | 65 | 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. | September 2025 |

  9. Nominees for Election as Directors

    | Name | Age | Principal Occupation and Background | Director Since | | Robert A. Feurle | 56 | Mr. Feurle has served as the Company’s Chief Executive Officer 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. | May 2025 | | Hong Q. Hou | 62 | 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. Dr. 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. | September 2025 |

  10. Nominees for Election as Directors

    | Name | Age | Principal Occupation and Background | Director Since | | Mark E. Jensen | 76 | Mr. Jensen 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 board of Lattice Semiconductor Corporation (Nasdaq:LSCC), and previously served on the boards of Exabeam, Inc., Unwired Planet, Inc., Control4 Corporation, ForeScout Technologies, Inc. and Chrome Holding Co. (formerly known as 23andMe Holding Co.) (OTC:MEHCQ). 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. | May 2025 | | Andreas W. Mattes | 65 | Mr. Mattes served as the President and Chief Executive Officer of Coherent, Inc. (Nasdaq: COHR), a leading provider of laser and laser-based technologies for scientific, commercial, and industrial applications, from April 2020 until his retirement in July 2022. Prior to Coherent, from July 2019 to April 2020, Mr. Mattes served as a Senior Advisor at McKinsey & Company, where he focused on advising international businesses on high-impact transformations, agile change, and positioning companies for growth. From 2013 to 2017, he was the Chief Executive Officer and board member of Diebold Nixdorf Incorporated, and also served as its President from 2013 to 2016. He has held senior leadership roles at Hewlett Packard and Siemens. Mr. Mattes currently serves as a member of the Supervisory Board of ams-OSRAM AG and as Chairman of the Supervisory Board of AT&S AG (Austria Technologie & Systemtechnik), and serves on the board of directors of Cohu, Inc. (Nasdaq: COHU), in addition to providing consulting services through Therton Advisory since January 2023 and McKinsey & Company since November 2022. Mr. Mattes previously served on the board of Velodyne Lidar, Inc. (Nasdaq: VLDR) until its merger with Ouster, Inc. in February 2023. Mr. Mattes’s qualifications to serve as a director include his extensive experience as an accomplished, multinational technology executive, including his service as chief executive officer of a leading laser and photonics company and senior leadership roles across the semiconductor, technology, and industrial sectors, together with his global board experience. | July 2026 |

  11. Nominees for Election as Directors

    | Name | Age | Principal Occupation and Background | Director Since | | Paul V. Walsh, Jr. | 62 | Mr. Walsh 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. | May 2025 |

  12. Nominees for Election as Directors

    Summary of Skills of Nominees

  13. 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 silicon carbide materials and power devices. Our products are targeted for various applications in the Automotive domain, including electric vehicles and fast charging stations, as well as existing and emerging applications in the Industrial & Energy domain such as AI data centers, grid modernization and renewable energy and storage, as well as aerospace and defense. The majority of our products are manufactured at facilities in North Carolina, New York, and Arkansas, where research and development and manufacturing operations are co-located. We also use contract manufacturers, some of which include captive lines, for certain products and aspects of product fabrication, assembly and packaging. Full 2026 Financial Highlights. (Continuing operations only. Period from September 30, 2025 to June 28, 2026 (“Successor”) and from June 30, 2025 to September 29, 2025 (“Predecessor”) Compared to Twelve Months Ended June 29, 2025 (Predecessor).) •Consolidated revenue of approximately $468 million during the Successor period and $197 million during the Predecessor period, compared to approximately $758 million. •GAAP gross margin of (33)% during the Successor period and (39)% during the Predecessor period, compared to (16)%. •Non-GAAP gross margin of (25)% during the Successor period and (26)% during the Predecessor period, compared to 2%. Fiscal 2026 included proactive and aggressive actions including recapitalizing the Company through a Chapter 11 reorganization to strengthen the balance sheet and bolstering the leadership team and broader sales organization with industry veterans. Management also adjusted the go-to-market sales strategy and positioned the Company to refocus on technology leadership and a customer centric approach. Under the Board’s oversight, the management team continued to advance the Company’s core strategy, with a focus on priorities intended to strengthen Wolfspeed’s competitive position and support long-term value creation: •Driving innovation and technology leadership in the industry •Strengthening relationships with leading automotive and industrial customers •Accelerating AI data center-focused product lines and priorities •Advocating for U.S. semiconductor leadership through policy priorities These strategic priorities reflect the Company’s continued focus on leveraging Wolfspeed’s integrated platform and technical leadership to drive long-term growth. This long-term focus also provides an important foundation for the Company’s executive compensation programs and their alignment with the interests of stockholders. Fiscal 2026 Executive Compensation Highlights. 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 performance stock units (PSUs) and restricted stock units (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. 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 2026. Base salary: The base salaries for the continuing NEOs remained at the levels previously established in connection with their respective appointments. The Committee established Mr. Kohn’s base salary in connection with his appointment as Executive Vice President, Chief Legal and Global Affairs Officer. Kevin Speirits received a base pay increase of 2.5% in connection with his role as Senior Vice President, Finance. No additional changes were made to the base salaries of the Company’s NEOs during fiscal 2026. Annual performance-based cash incentive awards: Following the Company’s emergence from Chapter 11, the Committee redesigned the fiscal 2026 annual performance-based cash incentive program to align with the Company’s operating priorities by replacing the prior non-GAAP gross margin and ESG measures with a free cash flow metric and a technology execution objective. The Company’s calculated performance under the fiscal 2026 program resulted in a payout of 50% of target. See “Fiscal 2026 Annual Short-Term Cash Bonus Program” below for more information. Long-term incentive compensation awards: Following the Company’s emergence from Chapter 11, the Committee redesigned the Company's long-term incentive program to restore meaningful executive ownership and better align executive compensation with long-term stockholder value creation following the cancellation of substantially all legacy equity awards in connection with the restructuring. The Committee also approved one-time post-emergence equity awards for all eligible participants. Additionally, our NEOs, with the exception of Mr. Kohn who was not employed until after the Company’s emergence from Chapter 11, received new hire equity award commitments that were delayed during the Chapter 11 process. The ongoing annual long-term incentive program emphasized performance-based compensation through a target award mix of approximately 60% PSUs and 40% RSUs for certain executives and approximately 50% PSUs and 50% RSUs for other eligible participants, with PSU awards earned at the end of a three-year performance period based on relative total stockholder return, revenue and free cash flow. See “Long-Term Incentive Compensation Program” below for more information. 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 2026:

  14. 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 | |

  15. Compensation-Setting Process

    Compensation-Setting Process The Committee is responsible for the executive compensation program design and decision-making process for the compensation of our NEOs. The Committee conducts regular reviews of our executive compensation policies and practices, including the methodologies for setting each NEO’s target total direct compensation opportunity, the goals of our compensation program, and our underlying compensation philosophy. The Committee’s compensation consultant provides an analysis of competitive market data that the Committee considers when making decisions, as appropriate, regarding NEO compensation based on the assessment of performance and achievement of our short- and long-term goals. The Committee also exercises its judgment in setting NEO compensation as to what is in the best interests of our Company and our stockholders. Role of the Committee. The Committee has the overall responsibility for overseeing our compensation and benefits plans, policies, and practices generally and with respect to our NEOs. In carrying out its responsibilities, the Committee evaluates our compensation policies and practices for alignment with our executive compensation philosophy, develops compensation-related strategies, makes decisions that it believes further our philosophy and/or aligns with compensation best practices, and reviews the performance of our NEOs when making decisions about their compensation. Each year, the Committee conducts an evaluation of our executive compensation program to determine if any changes are appropriate. The Committee also conducts an annual review of the compensation arrangements of our NEOs, including the annual base salary levels, annual target short-term cash bonus opportunities, and long-term incentive compensation opportunities of our NEOs and all related performance criteria, typically during the fourth quarter of the previous fiscal year or the first quarter of the current fiscal year. Adjustments are generally effective at the beginning of the fiscal year (or shortly thereafter) or at the time of an in-year decision. The Committee’s authority, duties, and responsibilities are further described in its charter, which is reviewed annually by the Committee and revised as warranted. The charter is available on the “Investor Relations” section of our website. The Committee does not establish a specific target for formulating the target total direct compensation opportunities of our NEOs. Instead, in consultation with its compensation consultant, the Committee weighs various factors, including the following: •our executive compensation program objectives; •our performance against the financial, operational, and strategic objectives established by the Committee and our Board of Directors; •each individual NEO’s knowledge, skills, experience, qualifications, tenure, and scope of roles and responsibilities relative to other similarly-situated executives at the companies in our compensation peer group and in selected broad-based compensation surveys; •the prior performance of each individual NEO, including for the prior fiscal year, based on a subjective assessment of his or her contributions to our overall performance, ability to lead his or her business unit or function, and work as part of a team, all of which reflect our core values; •the potential of each individual NEO to contribute to our long-term financial, operational, and strategic objectives; •our CEO’s compensation relative to that of our other executive officers, and compensation parity among our executive officers; •our financial performance relative to our compensation and performance peers; •the compensation practices of the companies in our compensation peer group and in selected broad-based compensation surveys and the positioning of each NEO’s compensation in a ranking of peer company compensation levels based on an analysis of competitive market data; and •the recommendations of our CEO with respect to the compensation of our other executive officers and other senior management. These factors provide the framework for compensation decision-making and final decisions regarding the compensation opportunities for our NEOs and other senior management. No single factor is determinative in setting compensation levels, nor is the impact of any individual factor on the determination of pay levels quantifiable. The Committee uses compensation benchmarking provided by its compensation advisors as one input when making specific compensation decisions with respect to our NEOs. The Committee did consider the benchmarked compensation of our approved Compensation Peer Group companies for the positions of CEO and CFO as well as the other factors listed above, including the specific performance of the Company. The Committee also reviews broad-based compensation surveys to understand market compensation levels. These principles and processes apply to both cash and equity-based compensation awards granted under our executive compensation program. Role of Management. The Committee works closely with members of our management in discharging its responsibilities. Our management assists the Committee by providing information on corporate and individual performance and management’s perspective on compensation matters. The Committee solicits and reviews our CEO’s proposals with respect to program structures, as well as his recommendations for adjustments to annual cash compensation, long-term equity compensation opportunities, and other compensation-related matters for our executive officers and other senior management, including our NEOs (except with respect to his own compensation), based on our CEO’s evaluation of their performance for the prior year. At the beginning of each year, our CEO reviews the performance of our senior management or Senior Leadership Team (“SLT”) members, including our other NEOs, based on their overall performance and performance against business objectives established for them for the prior year, and then shares observations from these performance reviews and makes recommendations to the Committee for each element of compensation as described above. The annual business objectives for each SLT member are developed through mutual discussion and agreement between our CEO and the SLT member, and are based on the Company-wide business objectives for the year. The Committee reviews and discusses our CEO’s recommendations and considers them as one factor in determining and approving the annual compensation of our SLT members, including our NEOs. Our CEO attends meetings of our Board of Directors and the Committee at which executive compensation matters are addressed, except for discussions involving his own compensation. Role of the Independent Compensation Consultant. The Committee retains an independent executive compensation consultant to provide objective advice and market insight in support of its oversight of the Company's executive compensation program. The Committee periodically evaluates its advisory relationships as part of its regular governance processes to ensure it continues to receive independent advice that aligns with the Company's evolving circumstances and the Committee’s priorities. During fiscal 2026, the Committee was advised by two independent compensation consulting firms. Compensia served as the Committee’s independent compensation consultant until February 2026. Effective February 2026, following the Committee’s periodic evaluation of its independent advisory relationship, Pearl Meyer was engaged to succeed Compensia as the Committee’s independent compensation consultant.

  16. Compensation-Setting Process

    The Committee considered analyses and recommendations provided by both firms during fiscal 2026, as appropriate, recognizing that compensation decisions made during the first portion of the fiscal year were informed by work performed by Compensia, while decisions made following Pearl Meyer’s engagement were supported by Pearl Meyer’s independent advice and analyses. The transition was managed to provide continuity in the Committee’s oversight of executive compensation matters and to support informed decision-making throughout the fiscal year. Consistent with the Committee’s charter, each consultant reported directly to the Committee and performed its work at the Committee's direction. The Committee assessed the independence of both Compensia and Pearl Meyer in accordance with applicable SEC rules and NYSE listing standards and concluded that each firm was independent and that no conflicts of interest existed with respect to the services provided to the Committee. Among other services provided during fiscal 2026, the Committee’s independent compensation consultants assisted the Committee with: •evaluating the competitiveness of the Company’s executive compensation program relative to market practices; •providing analyses of executive compensation levels and target pay opportunities using competitive market data; •reviewing the Company’s compensation peer group and advising on potential changes; •advising on executive compensation program design, including annual and long-term incentive opportunities; •providing updates on executive compensation governance developments, evolving investor expectations, and market trends; and •supporting the Committee’s review of executive compensation disclosures included in the Company’s SEC filings. The Committee considered the consultants’ analyses and recommendations as one input in its deliberations and exercised its independent business judgment in approving all executive compensation decisions. Use of Competitive Market Data. The Committee uses competitive market data as one of several factors in evaluating the Company’s executive compensation program and making compensation decisions for our SLT members, including our NEOs, and our executive officer hires. During fiscal 2026, the Committee considered competitive market analyses prepared by its independent compensation consultants. Compensia supported the Committee’s compensation decisions during the first portion of the fiscal year. Following its engagement as the Committee’s independent compensation consultant in February 2026, Pearl Meyer provided competitive market analyses and advice to support the Committee’s ongoing evaluation of the Company’s executive compensation program. The Committee used these analyses as one input in evaluating base salaries, annual incentive opportunities, long-term incentive opportunities, target total cash compensation, and target total direct compensation. Competitive market data does not determine compensation outcomes, and the Committee does not target compensation to a specific percentile of the market. Rather, the Committee exercises its independent judgment after considering competitive market data together with a variety of other factors, including individual performance, experience, responsibilities, internal pay relationships, the Company’s performance, and its strategic objectives.

  17. Peer Group

    Peer Group The Committee reviews the Compensation Peer Group annually to help ensure it remains an appropriate reference point for evaluating executive compensation. In conducting its review, the Committee considers a variety of factors, including: •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; and •companies that allow for sufficient room to grow without over- or under-extending. For fiscal 2026, the Committee approved the following changes to the Compensation Peer Group: •Removed four peer group companies (Cirrus Logic, Inc., Coherent Corp., Novanta Inc., and Qorvo, Inc.) due to size relative to Wolfspeed; and •Added four companies (ACM Research, Alpha and Omega Semiconductor, Ichor, and SkyWater Technology). The companies comprising the fiscal 2026 Compensation Peer Group were:

  18. Peer Group

    | ACM Research | MaxLinear, Inc. | | Advanced Energy Industries, Inc. | Photronics Inc. | | Allegro Microsystem, Inc. | Power Integrations, Inc. | | Alpha and Omega Semiconductor | Semtech Corporation | | Cohu Inc. | Silicon Laboratories Inc. | | Diodes Incorporated | SkyWater Technology | | Ichor | Synaptics Incorporated | | Lattice Semiconductor Corporation | Universal Display Corp. | | MACOM Technology Solutions Holdings, Inc. | |

  19. Peer Group

    The Committee uses Compensation Peer Group data to assess the competitive market and relevant trends, while applying its collective business judgment in making compensation decisions.

  20. Compensation Elements

    | Element | Why We Pay This Element | Key Characteristics | | Base Salary | •Provides market competitive levels of fixed pay to attract and retain our NEOs | •Cash •Fixed •Annual | | 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 | | PSU Awards | •Provides strategic alignment incentivizing achievement of multi-year business plan based on pre-determined performance metrics that drive long-term stockholder value •Pay-for-performance •Stockholder alignment | •Equity •At-risk •Performance-based | | RSU Awards | •Supports retention objectives •Stockholder alignment | •Equity •At-risk •Time-based |

  21. Compensation Elements

    (1)On July 7, 2025, we announced the appointment of Gregor van Issum as Executive Vice President and Chief Financial Officer, effective September 1, 2025. (2)Bradley D. Kohn was appointed as Executive Vice President, Chief Legal and Global Affairs Officer, effective May 11, 2026. (3)Kevin Speirits, our former Senior Vice President, Finance, served as Interim CFO beginning May 30, 2025. Upon Mr. van Issum’s appointment becoming effective, Mr. Speirits relinquished his interim role and continued serving as Senior Vice President, Finance until his departure in April 2026. The information in the table above reflects the base salary Mr. Speirits received in his role as Senior Vice President, Finance, as no changes were made to his base salary in connection with his appointment as Interim Chief Financial Officer. Mr. Speirits received an annual merit increase of 2.5% for fiscal 2026. Fiscal 2026 Annual Short-Term Cash Bonus Program: We provide our executive officers with the opportunity to earn annual performance-based cash bonuses based on the Compensation Committee’s determination of the level of achievement of pre-established annual performance objectives. Annual incentive opportunities are expressed as a percentage of base salary and are intended to reward the achievement of key financial and strategic objectives that support the Company's annual operating plan and long-term business strategy. Dr. Emerson and Messrs. van Issum and Kohn participated in the Fiscal 2026 Wolfspeed Bonus Plan. Awards were earned based on the level of achievement of the performance objectives established by the Compensation Committee at the beginning of the fiscal year. Mr. Speirits’ award was paid at target in alignment with the terms of his Retention Agreement, as described further below under “—Mr. Speirits’ Retention Agreement”. The target bonus opportunities for the ongoing NEOs who participated in the Fiscal 2026 Wolfspeed Bonus Plan were as follows:

  22. Compensation Elements

    | Executive Officer | Target Bonus Opportunity (as a % of Base Salary) | Basis | | Gregor van Issum | 75% | Employment agreement | | David T. Emerson, Ph.D. | 100% | Employment agreement | | Bradley D. Kohn | 75% | Employment offer letter; prorated for the portion of fiscal 2026 during which he participated in the plan | | Kevin Speirits | 50% | Existing compensation arrangements as Senior Vice President, Finance |

  23. Compensation Elements

    (1)“Adjusted EBITDA” is defined as net loss before net interest expense, income tax expense, and depreciation and amortization expense and excluding stock-based compensation expense, pre-petition charges, restructuring and facility closure costs, asset and goodwill impairment, gain on disposal of property and equipment, write-off of deferred financing costs, project, transformation and transaction costs, executive severance costs, legal settlements, gain (loss) on equity investment, loss on Wafer Supply Agreement, reorganization costs, net, gain on RTP Fab Transfer, loss on debt extinguishment, change in fair value of liability classified derivative contracts, and gain on contingent cash. Please see the Company’s earnings release for the second quarter ended December 28, 2025 included as Exhibit 99.1 to the Current Report on Form 8-K furnished to the Securities and Exchange Commission on February 4, 2026, the Company’s earnings release for the third quarter ended March 29, 2026 included as Exhibit 99.1 to the Current Report on Form 8-K furnished to the Securities and Exchange Commission on May 5, 2026, and the Company’s earnings release for the fourth quarter ended June 28, 2026 included as Exhibit 99.1 to the Current Report on Form 8-K furnished to the Securities and Exchange Commission on August 19, 2026, for more information on these adjustments (which exhibit is not incorporated by reference in, and is not part of, this proxy statement). (2)“Free cash flow” is defined as operating cash flows from continuing operations, less net purchases of property and equipment and patent and licensing rights. Please see the Company’s earnings release for the fourth quarter ended June 28, 2026 included as Exhibit 99.1 to the Current Report on Form 8-K furnished to the Securities and Exchange Commission on August 19, 2026, for more information on these adjustments (which exhibit is not incorporated by reference in, and is not part of, this proxy statement). As reflected in the table above, the total calculated bonus payout percentage for fiscal 2026 was 50%. * We believe that disclosing the targets and result for the technology execution objective would cause competitive harm to us by revealing highly confidential and proprietary information about our manufacturing process and operations without adding meaningfully to the understanding of our executive compensation arrangements. However, like the target levels for all the performance objectives, the Committee set the threshold, target, and maximum performance levels at definitive, rigorous, and objective levels so as to require improvement during the performance period and significant leadership effort and achievement. More specifically, the Committee believed the target-level goal may be characterized as “strong performance,” meaning that based on historical performance, attainment of this performance level was uncertain when established (but the Committee believed that the target performance could be achieved), while the threshold performance level was believed to be more likely to be achieved, and the maximum performance level represented a more aggressive level of performance. Long-Term Incentive Compensation Program. Equity awards are a key component of our executive compensation program and are intended to align the interests of our executive officers with those of our stockholders, reinforce long-term value creation, promote meaningful stock ownership and support the attraction and retention of key leadership talent. Following the Company’s emergence from Chapter 11, the Committee redesigned the Company’s long-term incentive program to restore meaningful executive ownership following the cancellation of substantially all legacy equity awards in connection with the restructuring. In designing the program, the Committee sought to balance stockholder alignment, executive retention and responsible share utilization while supporting the Company's long-term business strategy. Consistent with these objectives, the Committee determined that a significant portion of each executive’s ongoing annual long-term incentive opportunity should remain performance-based and directly linked to long-term value creation. Accordingly, the Committee established a target award mix of approximately 60% PSUs and 40% RSUs for the fiscal 2026 annual long-term incentive opportunities awarded to Messrs. Feurle, van Issum and Dr. Emerson, reflecting the Committee’s emphasis on performance-based compensation while maintaining a meaningful long-term retention component. Separate from the Company’s ongoing annual long-term incentive program, the Committee also approved one-time post-emergence RSU awards for Messrs. Feurle, van Issum and Dr. Emerson. Because these executives joined the Company near in time to its Chapter 11 restructuring, these awards represented the one-time new hire awards contemplated by their employment arrangements that could not be granted at the time they joined the Company. The Committee approved a one-time post-emergence equity award for Mr. Speirits along with other eligible participants in recognition of the forfeiture of outstanding equity awards as a result of the Company’s Chapter 11 proceedings. In determining the size of these awards, the Committee also considered the equity compensation forfeited by certain executives upon leaving their prior employers. Accordingly, the Committee approved the following long-term incentive opportunities for fiscal 2026:

  24. Compensation Elements

    | Executive Officer | One-Time Post-Emergence Award (1) | Target Annual Long-Term Incentive Opportunity | Basis | | Robert A. Feurle | $5,000,000 | $5,000,000 | Employment Agreement | | Gregor van Issum | $3,000,000 | $2,000,000 | Employment Agreement | | David T. Emerson, Ph.D. | $2,000,000 | $2,000,000 | Employment Agreement | | Bradley D. Kohn (2) | — | — | Employment Terms | | Kevin Speirits | $500,000 | $280,000 | Committee Approval |

  25. Compensation Elements

    (1)In connection with the Company’s emergence from Chapter 11, the Committee approved one-time post-emergence equity awards for Messrs. Feurle, van Issum, Speirits and Dr. Emerson. These awards were separate from, and in addition to, the executives’ fiscal 2026 annual long-term incentive opportunities. For Messrs. Feurle, van Issum and Dr. Emerson, these represented the new hire equity awards contemplated by their employment arrangements that were delayed during the Chapter 11 process. In determining the size of these awards, the Committee also considered the equity compensation forfeited by certain executives upon leaving their prior employers. The number of shares underlying the awards was determined using a blended reference price equal to 50% of the Company’s $19.98 emergence price and 50% of the Company’s 45-day volume-weighted average stock price of $24.6214 following emergence. (2)In connection with the commencement of his employment on May 11, 2026, Mr. Kohn received a one-time new hire equity award on July 1, 2026 with a target value of $2.0 million, consisting entirely of RSUs that vest over three years, with approximately one-third vesting on the first anniversary of the grant date and the remainder vesting in equal quarterly installments over the following two years. Beginning in fiscal 2027, Mr. Kohn will be eligible to receive annual equity awards with a target value of $1,500,000, consisting of a mix of RSUs and PSUs, with the PSU component not to exceed 70% of the total award, as determined annually by the Committee. The target values shown above represent the intended value of each executive’s long-term incentive opportunity as approved by the Committee. The actual grant-date fair values reported in the Summary Compensation Table and the Grants of Plan-Based Awards Table were determined in accordance with ASC Topic 718 and may differ from the target values approved by the Committee. All awards in fiscal 2026 were made pursuant to the 2025 Management Incentive Compensation Plan (the “2025 MIP”). Restricted Stock Unit (“RSU”) Awards: The Committee approved a three-year vesting schedule for RSU awards. For the fiscal 2026 equity award, approximately one-third of each award vests on October 1, 2026 with the remaining portion vesting in equal quarterly installments over the following two years. The Committee believed that shortening the Company’s historical four-year vesting schedule would accelerate the rebuilding of executive ownership following the Company’s emergence from Chapter 11 while maintaining a meaningful long-term retention period consistent with prevailing market practice. Performance Stock Unit (“PSU”) Awards: For fiscal 2026, the Committee redesigned the PSU program to balance market-based stockholder returns with the Company’s key long-term financial objectives. PSU awards are earned over a three-year performance period based on the achievement of the following performance measures:

  26. Compensation Elements

    The rTSR component measures the Company’s total stockholder return relative to the Russell 3000 over the three-year performance period. The Committee selected rTSR because it directly aligns executive compensation with long-term stockholder value creation, while revenue and free cash flow reinforce management’s focus on long-term growth and disciplined financial execution. The PSU program provides for a maximum payout opportunity of 200% of target based on performance achieved over the applicable three-year performance period. Mr. Speirits’ Retention Agreement. As previously disclosed, in connection with his appointment as Interim CFO in May 2025 and his continued support of the Company’s leadership transition and restructuring activities, Mr. Speirits entered into a Retention Agreement. Under the agreement, Mr. Speirits received a one-time lump sum payment of $100,000 upon his appointment and received a final lump-sum payment of $300,000 upon the achievement of specified service milestones, including continued service as Interim CFO, support of the transition to the Company’s new CFO, and completion of specified restructuring activities. The Retention Agreement also provided certain severance benefits upon a qualifying termination of employment, subject to the execution of a separation agreement and release of claims, including 12 months of annual base salary, a payment equal to his target annual incentive award, and continued vesting of his outstanding equity awards for 12 months following the termination date. 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.

  27. Post-Termination Compensation Arrangements

    Post-Termination Compensation Arrangements The Committee has approved severance and other post-termination compensation arrangements for certain NEOs to provide appropriate income protection in the event of specified qualifying terminations of employment, including, in certain cases, following a change in control of the Company. The Committee believes these arrangements support the attraction and retention of executive talent while encouraging executives to act in the best interests of the Company and its stockholders during periods of uncertainty. The material terms of each NEO’s post-termination compensation arrangements are summarized in the tables below under “Potential Payments Upon Termination or Change in Control.”

  28. 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. 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 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 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 (“Clawback”). 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 generally limits the federal income tax deduction available to public companies for compensation paid to certain current or former executive officers in excess of $1 million per year. While the Committee considers the tax implications of its compensation decisions, tax deductibility is only one of many factors in designing and administering the Company’s executive compensation program. Accordingly, the Committee may approve compensation arrangements pursuant to the Company’s overall compensation philosophy, business objectives, and the interests of stockholders that are not fully deductible. 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, if any, will be 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.

  29. Summary Compensation Table

    Summary Compensation Table

  30. 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 | 2026 | $750,000 | $500,000(5) | $10,929,645 | — | $317,308 | $12,496,953 | | CEO (4) | 2025 | $150,000 | $500,000 | — | — | — | $650,000 | | Gregor van Issum | 2026 | $410,897 | 450,000(7) | $5,410,426 | $155,333 | $188,669 | $6,615,326 | | Executive Vice President and CFO (6) | | | | | | | | | David T. Emerson, Ph.D. | 2026 | $500,000 | — | $4,371,870 | $250,000 | $15,000 | $5,136,870 | | Executive Vice President and COO (8) | 2025 | $7,212 | — | — | — | — | $7,212 | | Bradley D. Kohn | 2026 | $62,740 | — | — | $25,241 | $2,356 | $90,337 | | Executive Vice President and Chief | | | | | | | | | Legal and Global Affairs Officer (9) | | | | | | | | | Kevin M. Speirits | 2026 | $270,263 | $498,951(11) | $880,772 | — | $82,400 | $1,732,385 | | Former Interim CFO (10) | 2025 | $390,000 | $119,500 | $259,742 | $19,500 | $14,525 | $803,267 |

  31. 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 14 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended June 28, 2026 for assumptions used in the calculations. For RSUs and PSUs with internal metrics, the grant-date fair value is based upon the market price of the Company’s common stock on the date of the grant. For the PSUs that vest based on rTSR, 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. (2)Amounts listed in column (g) represent amounts paid under our Annual Short-Term Cash Bonus Program. For additional information regarding the 2026 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. For Messrs. Feurle and van Issum, amount also includes relocation payments. For Mr. Speirits, amount also includes severance payments related to his Retention Agreement. No named executive officer received other 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 2025 through 2026 unless otherwise noted or previously disclosed. (4)Mr. Feurle was appointed as CEO effective May 1, 2025. (5)Amount listed in column (d) for Mr. Feurle represents the final installment of a cash sign-on bonus in the aggregate amount of $1,000,000, paid in two equal installments, with the first installment previously paid in fiscal 2025. (6)Mr. van Issum was appointed as Executive Vice President and CFO effective September 1, 2025. (7)Amount listed in column (d) for Mr. van Issum represents a cash sign-on bonus paid in one lump sum. (8)Dr. Emerson was appointed as Executive Vice President and COO effective June 23, 2025. (9)Mr. Kohn was appointed as Executive Vice President, Chief Legal and Global Affairs Officer effective May 11, 2026. (10)Mr. Speirits served as Interim CFO 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 CFO until his departure. (11)Amount listed in column (d) represents (i) a lump sum retention payment awarded in connection with achievement of specified service milestones, including continued service as Interim CFO, support of the transition to the Company’s new Chief Financial Officer, and completion of specified restructuring activities and (ii) the target bonus payout made upon his termination pursuant to his post-termination severance agreement.

  32. Grants of Plan-Based Awards in Fiscal 2026

    Grants of Plan-Based Awards in Fiscal 2026

  33. Grants of Plan-Based Awards in Fiscal 2026

    | | Grant Date | Approval Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Robert A. | — | — | — | — | — | — | — | — | — | — | | Feurle | 12/8/2025 | 12/5/2025 | — | — | — | 67,999 | 135,997 | 271,994 | — | $3,659,683 | | | 12/8/2025 | 12/5/2025 | — | — | — | — | — | — | 90,665 | $2,077,135 | | | 12/8/2025 | 12/5/2025 | — | — | — | — | — | — | 226,662 | $5,192,826 | | Gregor | — | — | $77,666 | $310,665 | $621,330 | — | — | — | — | — | | van Issum | 12/8/2025 | 12/5/2025 | — | — | — | 27,200 | 54,399 | 108,798 | — | $1,463,881 | | | 12/8/2025 | 12/5/2025 | — | — | — | — | — | — | 36,266 | $830,854 | | | 12/8/2025 | 12/5/2025 | — | — | — | — | — | — | 135,997 | $3,115,691 | | David T. | — | — | $125,000 | $500,000 | $1,000,000 | — | — | — | — | — | | Emerson, | 12/8/2025 | 12/5/2025 | — | — | — | 27,200 | 54,399 | 108,798 | — | $1,463,881 | | Ph.D. | 12/8/2025 | 12/5/2025 | — | — | — | — | — | — | 36,266 | $830,854 | | | 12/8/2025 | 12/5/2025 | — | — | — | — | — | — | 90,665 | $2,077,135 | | Bradley D. | — | — | $12,621 | $50,482 | $100,964 | — | — | — | — | — | | Kohn | — | — | — | — | — | — | — | — | — | — | | Kevin M. | — | — | — | — | — | — | — | — | — | — | | Speirits | 12/8/2025 | 12/5/2025 | — | — | — | 8,840 | 17,679 | 35,358 | — | $475,746 | | | 12/8/2025 | 12/5/2025 | — | — | — | — | — | — | 17,679 | $405,026 |

  34. Grants of Plan-Based Awards in Fiscal 2026

    ________________ (1) Non-equity incentive plan awards represent the threshold, target and maximum amounts of cash incentive compensation payable under our 2026 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 2026, the annual operational, financial and business goal targets approved by the Compensation Committee were stated in terms of revenue, adjusted EBITDA, free cash flow and accomplishment of technology initiatives. For additional information regarding the 2026 Annual Short-Term Cash Bonus Program, see “Compensation Discussion and Analysis” above. (2) The target represents the number of PSUs granted on the grant date. Actual shares earned and issued are to be determined at the end of the three-year performance period (end of fiscal year 2028). PSU performance is weighted 50% based on rTSR performance, 25% based on Revenue performance and 25% based on free cash flow. The rTSR is measured relative to the Russell 3000 over the three-year performance period. For the shares subject to the Company’s rTSR performance, a maximum of 200% of target will be issued for achievement at the 85th percentile or higher, a target number of shares will be issued for achievement at the 55th percentile achievement, and a minimum of 50% of target will be issued for achievement at the 30th percentile. For the shares subject to the Company’s revenue and free cash flow measures, achievement levels have been established at which the maximum (200% of target), target (100% of target) and the minimum (50% of target) number of shares will be issued. For additional information regarding the fiscal 2026 PSU awards, see “Compensation Discussion and Analysis” above. With respect to Mr. Speirits, all PSUs were forfeited in connection with his separation from the Company. A portion of Mr. Speirits’ RSUs will vest in accordance with his Retention Agreement.

  35. Outstanding Equity Awards

    Outstanding Equity Awards The following table provides information about outstanding equity awards held by the named executive officers as of June 28, 2026.

  36. Outstanding Equity Awards at 2026 Fiscal Year-End

    Outstanding Equity Awards at 2026 Fiscal Year-End

  37. Outstanding Equity Awards at 2026 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 | 242,528(3) | $11,149,012 | 135,997 | $6,251,782 | | Gregor van Issum | 172,263(4) | $7,918,930 | 54,399 | $2,500,722 | | David T. Emerson, Ph.D. | 97,011(5) | $4,459,596 | 54,399 | $2,500,722 | | Bradley D. Kohn | — | — | — | — | | Kevin M. Speirits | 7,316(6) | $336,317 | — | — |

  38. Outstanding Equity Awards at 2026 Fiscal Year-End

    ________________ (1) The RSUs and PSUs listed were granted under the 2025 MIP. (2) Market value of shares underlying RSUs and PSUs that have not vested is based on $45.97 per share (the closing price of our common stock as reported by the NYSE on June 26, 2026, the last trading day of the Company’s fiscal 2026). (3) Includes RSUs that are to vest as to 18,983 shares on each of July 15, 2026 and October 15, 2026, as to 29,920 shares on October 1, 2026, as to 26,576 shares on each of January 15, 2027, April 15, 2027, July 15, 2027, October 15, 2027, January 15, 2028, and April 15, 2028, and as to 7,593 shares on each of July 15, 2028 and October 15, 2028. (4) Includes RSUs that are to vest as to 45,332 shares on September 1, 2026, as to 12,089 shares on October 1, 2026, as to 11,333 shares on October 15, 2026, as to 14,355 shares on each of January 15, 2027, April 15, 2027, July 15, 2027, October 15, 2027, January 15, 2028 and April 15, 2028, as to 14,357 shares on July 15, 2028, and as to 3,022 shares on October 15, 2028. (5) Includes RSUs that are to vest as to 7,593 shares on each of July 15, 2026 and October 15, 2026, as to 11,968 shares on October 1, 2026, as to 10,630 shares on each of January 15, 2027, April 15, 2027, July 15, 2027, and April 15, 2028, as to 10,631 shares on each of October 15, 2027 and January 15, 2028, as to 3,038 shares on July 15, 2028, and as to 3,037 shares on October 15, 2028. (6) Includes RSUs that are to vest pursuant to Mr. Speirits’ Retention Agreement as to 5,835 shares on October 1, 2026, and as to 1,481 shares on January 15, 2027. All other outstanding RSUs and PSUs as of his termination date were canceled as of such date.

  39. Stock Option Exercises and Vesting of Restricted Stock

    Stock Option Exercises and Vesting of Restricted Stock The following table provides information about vesting of RSUs held by the named executive officers during fiscal 2026.

  40. Option Exercises and Stock Vested in Fiscal 2026

    Option Exercises and Stock Vested in Fiscal 2026

  41. Option Exercises and Stock Vested in Fiscal 2026

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Robert A. Feurle | 74,799 | $2,749,611(1) | | Gregor van Issum | — | — | | David T. Emerson, Ph.D. | 29,920 | $1,099,859(1) | | Bradley D. Kohn | — | — | | Kevin M. Speirits | 10,795 | $16,408(2) |

  42. Option Exercises and Stock Vested in Fiscal 2026

    ________________ (1) The value realized on vesting is based on $36.76 per share (the closing price of our common stock as reported by the NYSE on May 1, 2026). (2) The value realized on vesting is based on $1.52 per share (the closing price of our common stock as reported by the NYSE on August 1, 2025).

  43. 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 The Employment Agreement with Mr. Feurle and the SLT Severance Plan for any other named executive officers (other than Mr. Speirits) 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 other named executive officers (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:

  44. 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. |

  45. 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 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 other named executive officers (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:

  46. 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. |

  47. 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:

  48. 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. |

  49. 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:

  50. 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. |

  51. 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. Separation of Mr. Speirits During fiscal 2026, Mr. Speirits terminated his employment with the Company. Please see “Compensation Discussion and Analysis—Compensation Elements—Mr. Speirits’ Retention Agreement” above for a description of the post-employment benefits to which Mr. Speirits was entitled. 2025 MIP Awards Outstanding awards of RSUs and PSUs for our NEOs were awarded under the 2025 MIP. The 2025 MIP provides for potential acceleration of equity awards in the event of a change in control or any other corporate transaction to which the Compensation Committee deems the provision applicable (a “Corporate Event”). For this purpose, a change in control is generally deemed to occur upon any person’s becoming the beneficial owner of more than 50% of our outstanding shares or combined voting power, the consummation of a sale or other disposition of all or substantially all of our assets, the approval by our stockholders of a plan to liquidate the Company, or the consummation of a merger or consolidation of the Company with another entity, unless the directors, ownership, and voting power in place immediately prior to the transaction continue in specified proportions following the transaction. Upon a Corporate Event, each outstanding award will be assumed, or an equivalent award will be substituted, by the successor corporation or a parent or subsidiary of the successor. If the successor corporation does not agree to assume the outstanding awards or to substitute equivalent awards, the time- or service-based vesting of each award will fully accelerate, and any performance- or milestone-based vesting condition will be treated in accordance with the applicable award agreement. Alternatively, the Compensation Committee may provide for a cash payment in settlement of any or all vested awards, based on the consideration payable to holders of shares in respect of the Corporate Event. The award agreements under the 2025 MIP 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 participant’s long-term disability by our Employee Benefits Committee. Upon such an event, all outstanding RSUs will become fully vested to the extent not already vested. 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 the effective date of the determination of the disability being treated as the ending date for the performance period. In addition, the PSU award agreement addresses a change in control directly through its performance period and payout mechanics. The performance period for each performance measure ends on the earlier of its scheduled end date or the consummation of a change in control, and the Compensation Committee determines the payout level prior to the change in control. If the applicable performance period does not commence or does not end as a result of a change in control, the applicable payout level will be the target level. If a change in control occurs before July 1, 2027 in the case of the fiscal 2026 awards, the payout levels for the revenue and levered free cash flow measures will be no less than the target level, and if the Company is exceeding those payout levels at the time of the change in control, linear interpolation will be used to determine the payout level. 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 26, 2026, the last business day of fiscal 2026 (the “Trigger Date”); (2) the price per share of our common stock on the Trigger Date was $45.97, which represents the closing price of our common stock as reported by the NYSE; 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 2027. 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.

  52. Potential Payments and Benefits to Named Executive Officers upon

    Potential Payments and Benefits to Named Executive Officers upon

  53. 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 28, 2026, we employed approximately 2,371 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 2026 based on the Company’s global employee population as of June 28, 2026. The median employee compensation was identified using a consistently applied compensation measure of target annual compensation for fiscal 2026 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 2026 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 2026 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 2026 using the Item 402 Rules. The total annual compensation for our PEO, calculated in the manner described below, was $12,496,953 and the total annual compensation for the median employee was $90,461. 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. 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.

  54. 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.

  55. 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) | | 2026 | — | — | $13,040,937 | — | — | $20,853,146 | $3,345,482 | $5,380,501 | $208.01 | $210.04 | | 4.4 | $665.0 | | 2025 | $8,498,571 | $1,996,215 | $650,000 | $(2,242,723) | $1,227,774 | $650,000 | $1,400,045 | $(158,386) | N/A | N/A | | (1,609.2) | $757.6 | | 2024 | $11,399,724 | — | — | $(1,116,224) | — | — | $4,833,000 | $(288,099) | N/A | N/A | | (864.2) | $807.2 | | 2023 | $12,477,839 | — | — | $7,947,159 | — | — | $5,275,059 | $1,625,479 | N/A | N/A | | (329.9) | $758.5 | | 2022 | $9,282,016 | — | — | $(2,027,399) | — | — | $2,702,433 | $(818,332) | N/A | N/A | | (200.9) | $572.1 |

  56. 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. Bradley D. Kohn, Kevin Speirits, and David T. Emerson, Ph.D. were our Non-PEO NEOs during fiscal 2026. (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 PEOs and the Non-PEO NEOs 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.

  57. 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 ($) | Compensation Actually Paid to PEO 3 ($) | | 2026 | $13,040,937 | $(11,473,629) | $19,285,838 | $20,853,146 |

  58. 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 ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2026 | $3,345,482 | $(2,792,241) | $4,827,260 | $5,380,501 |

  59. 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:

  60. 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 3 ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO 3 ($) | Vesting Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO 3 ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO 3 ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO 3 ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO 3 ($) | Total - Inclusion of Equity Values for PEO 3 ($) | | 2026 | $16,536,227 | — | $2,749,611 | — | — | — | $19,285,838 |

  61. 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 ($) | | 2026 | $4,550,354 | — | $274,965 | $2,987 | $(1,046) | — | $4,827,260 |

  62. 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 28, 2026. The comparison assumes $100 was invested for the period starting September 29, 2025 (the first day of trading on the NYSE following our emergence from a voluntary Chapter 11 re-structuring plan and re-listing on the NYSE), 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 2026. 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. For fiscal 2026, Revenue as reported is calculated by combining revenue for the Predecessor period of June 30, 2025 to September 29, 2025 and the Successor period of September 30, 2025 to June 28, 2026. Because the revenue measure used for purposes of this Pay Versus Performance disclosure for fiscal 2026 reflects amounts that combine, aggregate, or otherwise present Successor and Predecessor period results on a basis that differs from revenue as reported in the Company’s financial statements prepared in accordance with U.S. GAAP, this measure is a non-GAAP financial measure. 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 2026 to Company performance. The measures in this table are not ranked.

  63. Pay Versus Performance Disclosure

    | Revenue | | Non-GAAP Gross Margin | | Adjusted EBITDA | | Relative TSR |

  64. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  65. Director Compensation for Fiscal 2026

    Director Compensation for Fiscal 2026

  66. Director Compensation for Fiscal 2026

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Total ($) | | Anthony M. Abate (2) | $116,250 | $544,204 | $660,454 | | Aristrelito M. Bolisay (3) | $32,800 | — | $32,800 | | Michael W. Bokan (4) | $75,000 | $544,204 | $619,204 | | Glenda M. Dorchak (5) | $67,500 | — | $67,500 | | John C. Hodge (6) | $55,880 | — | $55,880 | | Hong Q. Hou (7) | $67,500 | $544,204 | $611,704 | | Darren R. Jackson (8) | $68,750 | — | $68,750 | | Mark E. Jensen (9) | $317,500 | $544,204 | $861,704 | | Duy-Loan T. Le (10) | $65,000 | — | $65,000 | | Eric S. Musser (11) | $71,250 | $544,204 | $615,424 | | Marvin A. Riley (12) | $66,250 | — | $66,250 | | Stacy J. Smith (13) | $62,500 | — | $62,500 | | Paul V. Walsh, Jr. (14) | $317,500 | $544,204 | $861,704 | | Thomas H. Werner (15) | $600,000 | — | $600,000 |

  67. Director Compensation for Fiscal 2026

    __________________________ (1) Amounts listed in the Stock Awards column represent the aggregate grant date fair value of awards granted during fiscal 2026 calculated in accordance with ASC Topic 718. These amounts relate to the annual grant of 31,732 RSUs on December 17, 2025. All awards were made under the 2025 MIP. For a discussion of the assumptions used to value these awards, see Note 14 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended June 28, 2026. (2) As of June 28, 2026, Mr. Abate held 31,732 RSUs that are to vest as to 16,546 shares on October 1, 2026, as to 1,898 shares on each of January 15, 2027, April 15, 2027, July 15, 2027, October 15, 2027 and April 15, 2028, and as to 1,899 shares on each of January 15, 2028 and July 15, 2028. (3) Mr. Bolisay declined the receipt of RSU awards for fiscal 2026. (4) As of June 28, 2026, Mr. Bokan held 31,732 RSUs that are to vest as to 16,546 shares on October 1, 2026, as to 1,898 shares on each of January 15, 2027, April 15, 2027, July 15, 2027, October 15, 2027 and April 15, 2028, and as to 1,899 shares on each of January 15, 2028 and July 15, 2028. (5) Represents fees paid to Ms. Dorchak through her September 29, 2025 exit from the Board. (6) Represents fees paid to Mr. Hodge through his September 29, 2025 exit from the Board. (7) As of June 28, 2026, Dr. Hou held 31,732 RSUs that are to vest as to 16,546 shares on October 1, 2026, as to 1,898 shares on each of January 15, 2027, April 15, 2027, July 15, 2027, October 15, 2027 and April 15, 2028, and as to 1,899 shares on each of January 15, 2028 and July 15, 2028. (8) Represents fees paid to Mr. Jackson through his September 29, 2025 exit from the Board. (9) As of June 28, 2026, Mr. Jensen held 31,732 RSUs that are to vest as to 16,546 shares on October 1, 2026, as to 1,898 shares on each of January 15, 2027, April 15, 2027, July 15, 2027, October 15, 2027 and April 15, 2028, and as to 1,899 shares on each of January 15, 2028 and July 15, 2028. (10) Represents fees paid to Ms. Le through her September 29, 2025 exit from the Board. (11) As of June 28, 2026, Mr. Musser held 31,732 RSUs that are to vest as to 16,546 shares on October 1, 2026, as to 1,898 shares on each of January 15, 2027, April 15, 2027, July 15, 2027, October 15, 2027 and April 15, 2028, and as to 1,899 shares on each of January 15, 2028 and July 15, 2028. All unvested RSUs will be forfeited upon the expiration of Mr. Musser’s term at the Annual Meeting. (12) Represents fees paid to Mr. Riley through his September 29, 2025 exit from the Board. (13) Represents fees paid to Mr. Smith through his September 29, 2025 exit from the Board. (14) As of June 28, 2026, Mr. Walsh held 31,732 RSUs that are to vest as to 16,546 shares on October 1, 2026, as to 1,898 shares on each of January 15, 2027, April 15, 2027, July 15, 2027, October 15, 2027 and April 15, 2028, and as to 1,899 shares on each of January 15, 2028 and July 15, 2028. (15) Represents fees paid to Mr. Werner through his September 29, 2025 exit from the Board.

  68. 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 2026, the number of RSUs granted was determined by dividing $200,000 by a blended reference price equal to 50% of the Company’s $19.98 emergence price and 50% of the Company’s 45-day volume-weighted average stock price of $24.6214 following emergence. The RSUs for fiscal 2026 will vest on October 1, 2026. Newly elected non-employee directors, including those appointed to fill a vacancy between annual meetings of stockholders, have historically been granted a sign-on award of RSUs. In connection with the 2025 Annual Meeting of Stockholders, directors also received an award of RSUs determined by dividing $500,000 by the same blended reference price described above in recognition of the forgone sign-on equity grant during and following our emergence from Chapter 11. With respect to this award, one-third of such RSUs vest on October 1, 2026, and the remainder vest quarterly in proportional amounts thereafter for the remaining two years of the vesting schedule. 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. For fiscal 2026, non-employee directors were paid the following annual cash retainers: $80,000 for service as a member of the Board; $75,000 for service as Chair of the Board; $30,000 for service as Audit Committee Chair; $20,000 for service as Compensation Committee Chair; $15,000 for service as Governance and Nominations Committee Chair; $15,000 for service as a member of the Audit Committee; $10,000 for service as a member of the Compensation Committee; and $5,000 for service as a member of the Governance and Nominations Committee. For fiscal 2027, non-employee directors will be paid the following annual cash retainers: $80,000 for service as a member of the Board; $75,000 for service as Chair of the Board; $30,000 for service as Audit Committee Chair; $25,000 for service as Compensation Committee Chair; $15,000 for service as Governance and Nominations Committee Chair; $25,000 for service as Finance and Strategy Committee Chair; $15,000 for service as a member of the Audit Committee; $12,500 for service as a member of the Compensation Committee; $7,500 for service as a member of the Governance and Nominations Committee; and $12,500 for service as a member of the Finance and Strategy Committee. 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 a committee chair of any additional committee of the Board of Directors that may be formed in the future.