DEF 14A of Advanced Energy Industries Inc, Mar 26, 2026

DEF 14A of Advanced Energy Industries Inc

Filed Mar 26, 2026 · FY20250001104659-26-035159

Open on EDGAR

  1. To be held on May 7, 2026

    To be held on May 7, 2026 8:00 a.m. Mountain Daylight Time To Our Stockholders: You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) of Advanced Energy Industries, Inc. (“Advanced Energy”). Please see below for meeting logistics and business matters to be addressed at the 2026 Annual Meeting.

  2. To be held on May 7, 2026

    | Logistics | | Item of Business | | | | Board Recommendation | | | When Thursday, May 7, 2026, at 8:00 a.m. MDT Where The Elizabeth Hotel 111 Chestnut Street Fort Collins, CO 80524 Who Can Vote All holders of our common stock at the close of business on March 16, 2026 | | | | | | | | | 1 | Election of ten (10) directors; | | | FOR ALL NOMINEES | | | | 2 | Ratification of the appointment of Ernst & Young LLP as Advanced Energy’s independent registered public accounting firm for 2026; | | | FOR | | | | 3 | Advisory approval of Advanced Energy’s compensation of its named executive officers; | | | FOR | | | | 4 | Approval of an amendment to the Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 70,000,000 shares to 140,000,000 shares; | | | FOR | | | | 5 | Approval of the amendment and restatement of the Amended and Restated 2023 Omnibus Incentive Plan; and | | | FOR | | | | 6 | Any other matters of business properly brought before the 2026 Annual Meeting. | | | | | | | Each of matters 1 through 5 is described in detail in the proxy statement accompanying this Notice of the Annual Meeting of Stockholders, dated March 26, 2026. | | | | | | | Your vote is important. All stockholders are cordially invited to attend the 2026 Annual Meeting in person. If you do not plan to attend the 2026 Annual Meeting and vote your shares of common stock in person, please authorize a proxy to vote your shares in one of the below ways. Any proxy may be revoked at any time prior to its exercise at the 2026 Annual Meeting. | | | | | | | | Place your vote via internet at www.proxypush.com/AEIS | | | Call toll-free (if US or Canada) 1-866-390-9955 | Mark, date, sign and mail your proxy card in the pre-paid envelope provided | |

  3. To be held on May 7, 2026

    | Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on May 7, 2026 | | This notice for the 2026 Annual Meeting, the proxy statement, the proxy card, and the 2025 Annual Report, which includes the Annual Report on Form 10-K for the year ended December 31, 2025, are available online at www.proxydocs.com/AEIS. |

  4. To be held on May 7, 2026

    | Denver, Colorado | By Order of the Board of Directors, | | March 26, 2026 | /s/ Elizabeth K. Vonne Elizabeth K. Vonne | | | Executive Vice President, General Counsel, and Corporate Secretary |

  5. To be held on May 7, 2026

    | | 2026 ANNUAL | | | PROXY STATEMENT |

  6. To be held on May 7, 2026

    Table of Contents

  7. To be held on May 7, 2026

    | A Message from our CEO | i | | Notice of the Annual Meeting of Stockholders | ii | | Table of Contents | 1 | | Proxy Summary | 2 | | Proposal No. 1 - Election of Directors | 4 | | Director Compensation | 15 | | Corporate Governance | 17 | | Proposal No. 2 - Ratification of the Appointment of Ernst & Young LLP as Advanced Energy’s Independent Registered Public Accounting Firm for 2026 | 26 | | Proposal No. 3 - Advisory Approval of the Company’s Named Executive Officer Compensation | 28 | | Security Ownership of Certain Beneficial Owners and Management | 30 | | Executive Compensation | 32 | | Compensation Discussion and Analysis | 32 | | Compensation Risk Assessment | 46 | | Compensation Committee Report | 46 | | Equity Compensation Plan Information | 47 | | Management | 48 | | Summary Compensation Table for 2025 | 50 | | 2025 Grants of Plan-Based Awards | 51 | | 2025 Outstanding Equity Awards at Fiscal Year-End | 52 | | 2025 Option Exercises and Stock Vested | 53 | | Pension Benefits | 53 | | Non-Qualified Deferred Compensation | 54 | | Potential Payments upon Termination or Change in Control | 55 | | Pay versus Performance | 57 | | CEO Pay Ratio | 62 | | Certain Relationships and Related Transactions | 63 | | Proposal No. 4 - Approval of an Amendment to the Amended and Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock | 64 | | Proposal No. 5 - Approval of the Amendment and Restatement of the Amended and Restated 2023 Omnibus Incentive Plan | 66 | | Conduct and Communications | 78 | | Proposals of Stockholders | 78 | | Form 10-K | 79 | | General Meeting Matters | 79 | | Appendix A - Reconciliation of Non-GAAP Measures | A-1 | | Appendix B - Proposed Amendment to Advanced Energy’s Amended and Restated Certificate of Incorporation | B-1 | | Appendix C – Proposed Second Amended and Restated 2023 Omnibus Incentive Plan | C-1 |

  8. To be held on May 7, 2026

    | 2026 ANNUAL | | | PROXY STATEMENT | |

  9. To be held on May 7, 2026

    Proxy Summary The Board of Directors of Advanced Energy Industries, Inc. (“Advanced Energy” or the “Company”) requests your proxy in connection with the annual meeting of stockholders to be held on May 7, 2026 (the “2026 Annual Meeting”). This proxy statement and the accompanying proxy card and materials are first being sent to stockholders of Advanced Energy or made available electronically on or about March 26, 2026. This summary highlights key information presented elsewhere in this year’s proxy statement. This section does not contain all the information that you should consider, and you should read the entire proxy statement before voting. Our Meeting Agenda

  10. To be held on May 7, 2026

    | PROPOSAL | | REFERENCE | BOARD RECOMMENDATION | EFFECT OF BROKER NON-VOTES AND ABSTENTIONS | VOTES REQUIRED FOR APPROVAL | | 1 | Election of ten (10) directors | Page 4 | FOR ALL NOMINEES | No effect | Plurality of votes of shares present at the 2026 Annual Meeting (by proxy or in person), subject to the resignation policy described on page 13 | | 2 | Ratification of the appointment of Ernst & Young LLP as Advanced Energy’s independent registered public accounting firm for 2026 | Page 26 | FOR | No effect | Majority of shares present at the 2026 Annual Meeting (by proxy or in person), excluding broker non-votes and abstentions | | 3 | Advisory approval of the compensation of our named executive officers | Page 28 | FOR | No effect | Majority of shares present at the 2026 Annual Meeting (by proxy or in person), excluding broker non-votes and abstentions | | 4 | Approval of an amendment to the Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 70,000,000 shares to 140,000,000 shares | Page 64 | FOR | No effect | Majority of votes cast on the proposal | | 5 | Approval of amendment and restatement of the Amended and Restated 2023 Omnibus Incentive Plan | Page 66 | FOR | No effect | Majority of shares present at the 2026 Annual Meeting (by proxy or in person), excluding broker non-votes and abstentions |

  11. To be held on May 7, 2026

    We do not know of any other matters to be submitted to stockholders at the 2026 Annual Meeting. If any other matters properly come before the 2026 Annual Meeting, the proxy holders intend to vote the shares they represent on such matters as the Board of Directors may recommend. The proposed corporate actions on which the stockholders are being asked to vote at the 2026 Annual Meeting are not corporate actions for which stockholders of a Delaware corporation have the right to exercise appraisal rights under the Delaware General Corporation Law.

  12. To be held on May 7, 2026

    | | 2026 ANNUAL | | | PROXY STATEMENT |

  13. To be held on May 7, 2026

    About Advanced Energy Advanced Energy is a global leader in the design and manufacture of highly engineered, precision power conversion, measurement, and control solutions for mission-critical applications and processes. Advanced Energy’s power solutions enable customer innovation in complex applications for a wide range of industries, including semiconductor equipment, industrial production, medical and life sciences, data center computing, networking, and telecommunications.

  14. To be held on May 7, 2026

    | Our Mission | Our Vision | Our Strategy | | Enable customer innovation by delivering highly engineered, applications-critical, precision power & control solutions. | Drive sustainable growth as the recognized world leader & trusted partner in precision power technology and applications. | Grow by delivering proprietary products with differentiated performance & delivered value that enable our customers’ success in rewarding markets. |

  15. To be held on May 7, 2026

    | 2026 ANNUAL | | | PROXY STATEMENT | |

  16. To be held on May 7, 2026

    Proposal No. 1 - Election of Directors

  17. To be held on May 7, 2026

    | What am I voting on and how should I vote? | You are being asked to elect ten (10) directors at the 2026 Annual Meeting. Each of the directors elected at the 2026 Annual Meeting will commence their term at the end of the 2026 Annual Meeting until the next annual meeting of the Company’s stockholders, until a successor has been elected and qualified, or until such director’s earlier resignation or removal. We believe that each of the nominees is sufficiently qualified to lead the Company in the best interest of stockholders. The Board of Directors therefore recommends you vote “FOR” each of the nominees set forth below. |

  18. To be held on May 7, 2026

    A board of ten (10) directors is to be submitted for election at the 2026 Annual Meeting. The Board of Directors has nominated for reelection the persons listed in the Overview of Nominees for Election to the Board on the following page. Each of the nominees is currently a director of Advanced Energy and was recommended for reelection by our Nominating, Governance & Sustainability Committee. In the event that any nominee is unable or declines to serve as a director at the time of the 2026 Annual Meeting, the proxy holders will vote in favor of a nominee designated by the Board of Directors, on recommendation by the Nominating, Governance & Sustainability Committee, to fill the vacancy. We are not aware of any nominee who will be unable or who will decline to serve as a director. The term of office of each person elected as a director at the 2026 Annual Meeting will continue from the end of the 2026 Annual Meeting until the next annual meeting of the Company’s stockholders, until a successor has been elected and qualified, or until such director’s earlier resignation or removal.

  19. To be held on May 7, 2026

    | | 2026 ANNUAL | | | PROXY STATEMENT |

  20. To be held on May 7, 2026

    Overview of Nominees for Election to the Board The director nominees presented below represent a broad group of experienced business leaders. The table provides a summary of our nominees’ background and responsibilities as of March 26, 2026.

  21. To be held on May 7, 2026

    | | | | | Committee Memberships | | | | Name and Principal Occupation | Age | Director Since | | Audit and Finance | Nominating, Governance & Sustainability | Compensation | | GRANT H. BEARD (Chairman) Advisor and Limited Partner of Blue Point Capital, a private equity firm | 65 | 2014 | | | | | | FREDERICK A. BALL Operating Partner at Lightspeed Venture Partners, a multi-stage venture capital firm | 63 | 2008 | | | | C | | ANNE T. DELSANTO Limited Partner at Operator Collective and Stage 2 Capital | 62 | 2020 | | | M | M | | TINA M. DONIKOWSKI Former Vice President, Global Locomotive Business at General Electric Company | 66 | 2018 | | | C | M | | RONALD C. FOSTER Former Chief Financial Officer of Micron Technology, Inc. | 75 | 2014 | | C* | | | | STEPHEN D. KELLEY President, CEO, and Director of Advanced Energy | 63 | 2021 | | | | | | LANESHA T. MINNIX Executive Vice President and General Counsel of Becton, Dickinson and Company | 50 | 2020 | | M | M | | | DAVID W. REED Former CEO of Vendanta Resources Ltd.’s semiconductor group | 67 | 2022 | | M* | | | | JOHN A. ROUSH Chief Executive Officer and Director of Pine Environmental, LLC | 61 | 2016 | | | M | M | | BRIAN M. SHIRLEY Former Senior Vice President DRAM and Emerging Memory Engineering of Micron Technology, Inc. | 56 | 2022 | | M* | | | | | | | * Indicates audit committee financial expert | | | |

  22. To be held on May 7, 2026

    Board Nominee Highlights

  23. To be held on May 7, 2026

    | Independence | Tenure | Diversity (Self-identified) | | | | |

  24. To be held on May 7, 2026

    | 2026 ANNUAL | | | PROXY STATEMENT | |

  25. To be held on May 7, 2026

    Nominees

  26. To be held on May 7, 2026

    | Grant H. Beard (Chairman) | | | | Independent Director | Age: 65 | Director Since: 2014 | | Business Experience: | | | | Grant H. Beard currently serves as Advisor and Limited Partner of Blue Point Capital, a private equity firm, as Operating Partner of Center Rock Capital, a global alternative investment firm, and as Advisor and Limited Partner of Covington Capital. Mr. Beard previously served as Senior Executive Operating Partner for Blue Point Capital from 2017 to 2025 and from 2009 to 2014, and as Chairman and Chief Executive Officer of Wynnchurch Industries, LLC, a diversified holding company investing in engineered product businesses, from January 2016 to June 2017. Mr. Beard also served as a Senior Advisor to Wynnchurch Capital Ltd. Prior to joining Wynnchurch, Mr. Beard served as the Chairman and Chief Executive Officer of Wolverine Advanced Materials LLC, a Wynnchurch company, from July 2012 until October 2015. Mr. Beard served as President and Chief Executive Officer of Constar International, Inc. (formerly Nasdaq: CNST) from 2010 to 2012, where he led the financial and operational restructuring of Constar’s global packaging business that was later sold to Plastipak Corporation. Prior to that, Mr. Beard served as President & CEO of TriMas Corporation, Chairman & CEO of Health Media, and Global Group President of Fluid Management Products at Dana/Echlin Corporation. Mr. Beard also has experience at two private equity/merchant banking groups, Anderson Group and Oxford Investment Group, where he was actively involved in corporate development, strategy and operations management. Mr. Beard has served, and currently serves on other private company boards, including AIR Automation and Gage. | | | | Key Skills and Qualifications: | | | | ● Senior Leadership Experience ● Financial Expertise | ● Public Board Experience ● Global Expertise | ● Industry Experience | | Mr. Beard brings to the Board significant senior management and public board experience, together with global expertise in industrial and related markets and in the private equity/merchant banking industry, as well as experience in strategy, operations, and M&A transactions. | | |

  27. To be held on May 7, 2026

    | Frederick A. Ball | | | | Independent Director | Age: 63 | Director Since: 2008 | | Committees: Compensation (Chair) | | | | Business Experience: | | | | Frederick A. Ball is currently an Operating Partner at Lightspeed Venture Partners, a multi-stage venture capital firm. He previously served as Executive Vice President and Chief Administrative Officer of Marketo Inc. (formerly Nasdaq: MKTO), a leading provider of a cloud-based marketing platform, from February 2016 through August 2016. Prior to that, Mr. Ball was Marketo’s Senior Vice President and Chief Financial Officer from May 2011 to February 2016. Prior to joining Marketo, Mr. Ball was the Chief Financial Officer for several private and public technology companies, including Webroot Software, BigBand Networks, Inc., and Borland Software Corporation (formerly Nasdaq: BORL). Mr. Ball also served as Vice President, Mergers and Acquisitions for KLA-Tencor Corporation (now KLA Corp., Nasdaq: KLAC), a manufacturer of semiconductor equipment, and prior to that as its Vice President of Finance. Mr. Ball was with PricewaterhouseCoopers LLC for over 10 years. Mr. Ball previously served as a director of Electro Scientific Industries, Inc. (formerly Nasdaq: ESIO), Sendgrid, Inc. (formerly NYSE: SEND), and FirstMark Horizon Acquisition Corporation (formerly NYSE: FMAC). Mr. Ball has served and currently serves on other private company boards, including Alchemer, Axonius, Contentful, Intenseye, and Webgility. | | | | Key Skills and Qualifications: | | | | ● Senior Leadership Experience ● Financial Expertise | ● Public Board Experience ● Global Expertise | ● Industry Experience | | Mr. Ball brings to the Board significant experience in senior management, operations, finance, and auditing, having served as the Chief Financial Officer of a leading provider of cloud-based marketing software, as well as experience in strategy and executive compensation. | | |

  28. To be held on May 7, 2026

    | | 2026 ANNUAL | | | PROXY STATEMENT |

  29. To be held on May 7, 2026

    | Anne T. DelSanto | | | | Independent Director | Age: 62 | Director Since: 2020 | | Committees: Compensation and Nominating, Governance & Sustainability | | | | Business Experience: | | | | Anne T. DelSanto currently serves as a Limited Partner at Operator Collective and Stage 2 Capital, both venture capital funds that invest in early-stage companies supporting entrepreneurial efforts aimed at next generation technology and software. From February 2018 to April 2019, Ms. DelSanto served as the Executive Vice President and General Manager of Platform at Salesforce, Inc. (NYSE: CRM), a customer relationship management company, following six years of other senior leadership roles at the company. Prior to Salesforce, Ms. DelSanto served as Group Vice President of Sales Engineering at Oracle Corp. (NYSE: ORCL), an information technology and services company. She began her career as an Account Systems Engineer with International Business Machines Corporation (NYSE: IBM), where she spent several years building solutions for the health care market. Ms. DelSanto previously served on the board of Juniper Networks, Inc. (NYSE: JNPR) from March 2019 until July 2025 and she currently serves on the boards of private companies Axonius, Hubbl Technologies, and StackAdapt. Ms. DelSanto graduated with a degree in mathematics from St. John’s University and earned a Master of Science in administrative studies from Boston College. | | | | Key Skills and Qualifications: | | | | ● Senior Leadership Experience ● Public Board Experience ● Global Expertise | | ● Technical Expertise ● Financial Expertise | | Ms. DelSanto brings to the Board significant experience as a veteran technology executive with more than three decades driving organizations towards exponential growth and provides valuable insight relative to the Company’s growth strategies in data center computing and telecom networking markets. | | |

  30. To be held on May 7, 2026

    | Tina M. Donikowski | | | | Independent Director | Age: 66 | Director Since: 2018 | | Committees: Compensation and Nominating, Governance & Sustainability (Chair) | | | | Business Experience: | | | | Tina M. Donikowski retired from General Electric Company (NYSE: GE), a diversified industrial company, in October 2015 after 38 years with the company. Ms. Donikowski served in a number of senior positions during her career at General Electric Company, including most recently as Vice President, Global Locomotive Business, GE Transportation, from January 2013 until her retirement. Ms. Donikowski currently serves on the board of directors of TopBuild Corp. (NYSE: BLD), a leading installer and distributor of insulation and building material products to the U.S. construction industry based in Florida, and Eriez Magnetics, a privately held manufacturer and designer of magnetic, vibratory, and metal detection applications based in Pennsylvania. Ms. Donikowski previously served as a board member of Atlas Copco AB (Stockholm: ATCO), a world-leading provider of sustainable productivity solutions based in Sweden, and CIRCOR International (formerly NYSE: CIR), a leading provider of flow control solutions and other highly engineered products and subsystems used in energy, aerospace and industrial markets. Ms. Donikowski holds a Bachelor of Science degree in Industrial Engineering, as well as an Honorary Doctorate, from Gannon University. | | | | Key Skills and Qualifications: | | | | ● Senior Leadership Experience ● Public Board Experience ● Global Expertise | | ● Technical Expertise ● Financial Expertise | | Ms. Donikowski brings to the Board broad senior management, operations, and global experience having served for 38 years in various leadership positions at General Electric Company. Her experience provides the Board with valuable input on strategic, operational, market, and product strategies. | | |

  31. To be held on May 7, 2026

    | 2026 ANNUAL | | | PROXY STATEMENT | |

  32. To be held on May 7, 2026

    | Ronald C. Foster | | | | Independent Director | Age: 75 | Director Since: 2014 | | Committees: Audit and Finance (Chair) | | | | Business Experience: | | | | Ronald C. Foster previously served as Chief Financial Officer and Vice President of Finance of Micron Technology, Inc. (Nasdaq: MU), a global corporation that produces various forms of semiconductor devices, from April 2008 to March 2015. Mr. Foster was appointed to that position in 2008 after serving as a member of Micron’s Board of Directors from June 2004 to April 2005. Before joining Micron, Mr. Foster was the Chief Financial Officer and Senior Vice President of FormFactor, Inc. (Nasdaq: FORM), a semiconductor wafer test equipment company. Prior to joining FormFactor, Mr. Foster served as the Chief Financial Officer for JDS Uniphase, Inc. and Novell, Inc., and served in various financial and operational roles at Applied Materials, Inc. (Nasdaq: AMAT), and Hewlett Packard Company (NYSE: HPE). He previously served as a board member of Everspin Technologies, Inc. (Nasdaq: MRAM), Inotera Memories Inc., a public company on the Taiwan stock exchange, LUXIM Corporation and Aptina Company. | | | | Key Skills and Qualifications: | | | | ● Senior Leadership Experience ● Financial Expertise ● Industry Experience | | ● Public Board Experience ● Global Expertise | | Mr. Foster brings to the Board significant senior management experience in the semiconductor and high-tech industries as well as significant experience in financial management, accounting, and finance issues, having served as Chief Financial Officer for various companies. | | |

  33. To be held on May 7, 2026

    | Stephen D. Kelley | | | Age: 63 | Director Since: 2021 | | Business Experience: | | | Stephen D. Kelley currently serves as President & Chief Executive Officer of Advanced Energy, and as a member of our Board of Directors since March 2021. Mr. Kelley served as President & CEO and a board member of Amkor Technology, Inc. (Nasdaq: AMKR), a leading semiconductor package and test company, from May 2013 to June 2020. Prior to joining Amkor, Mr. Kelley served as Senior Advisor to Advanced Technology Investment Company, the Abu Dhabi-sponsored investment company that owns GlobalFoundries, until December 2012. Mr. Kelley served as Executive Vice President and Chief Operating Officer of Cree, Inc. (now Wolfspeed, Inc., NYSE: WOLF) from 2008 to 2011. Previously, Mr. Kelley held executive leadership roles of various businesses at companies including Texas Instruments, Philips Semiconductors, National Semiconductor, and Motorola. Since January 2023, Mr. Kelley has served on the board of directors of ONTO Innovation Inc. (NYSE: ONTO), a leader in the process control for the semiconductor and related industries. Mr. Kelley holds an SB ChE from the Massachusetts Institute of Technology and a JD from Santa Clara University. | | | Key Skills and Qualifications: | | | ● Senior Leadership Experience ● Public Board Experience ● Industry and Technical Expertise | ● Global Operations Expertise ● Financial Expertise | | Mr. Kelley brings more than 30 years of significant senior management experience in the global semiconductor and electronics industry, as well as broad management experience in strategic planning, business development, technology, manufacturing, and operations. | |

  34. To be held on May 7, 2026

    | | 2026 ANNUAL | | | PROXY STATEMENT |

  35. To be held on May 7, 2026

    | Lanesha T. Minnix | | | | Independent Director | Age: 50 | Director Since: 2020 | | Committees: Audit and Finance and Nominating, Governance & Sustainability | | | | Business Experience: | | | | Lanesha T. Minnix is Executive Vice President and General Counsel of Becton, Dickinson and Company (NYSE: BDX), a medical technology company, effective March 16, 2026. She previously served as Executive Vice President and Global Chief Legal Officer at Walgreens Boots Alliance, Inc. (Nasdaq: WBA), an integrated healthcare, pharmacy and retail company, from April 2024 to January 2026, where she was responsible for all legal, compliance, regulatory, and corporate security matters for the company. Prior to joining Walgreens, she served as Executive Vice President, General Counsel, and Corporate Secretary for Ecolab Inc. (NYSE: ECL), a global leader in water, hygiene, and infection prevention solutions that protect people, planet, and business health, from June 2022 to April 2024, and as Senior Vice President, Chief Legal Officer and Corporate Secretary of Flowserve Corporation (NYSE: FLS), a manufacturer of products for a range of industries, including oil and gas, power, chemical, water, pharmaceuticals, and food processing, from June 2018 to June 2022. She also previously served as Senior Vice President and General Counsel for BMC Stock Holdings, Inc., a leading provider of diversified building products and services, from June 2017 until June 2018. Earlier in her career, Ms. Minnix held roles with increasing responsibility at ABM Industries, Shell Oil Company, and Sprint Corporation. Ms. Minnix began her career as a Corporate Associate at the law firm of K&L Gates LLP. Ms. Minnix holds a juris doctor and an MBA from the University of Tulsa, and a bachelor’s degree in Marketing from St. Louis University. | | | | Key Skills and Qualifications: | | | | ● Senior Leadership Experience ● Industry Expertise | | ● Global Operations Expertise | | Ms. Minnix brings to the Board leadership and public company experience and has broad exposure to advanced industrial markets for a range of applications. Her legal and business skills add significant value to the Board. | | |

  36. To be held on May 7, 2026

    | David W. Reed | | | | Independent Director | Age: 67 | Director Since: 2022 | | Committees: Audit and Finance | | | | Business Experience: | | | | David W. Reed served as the Chief Executive Officer of Vendanta Resources Ltd.’s semiconductor group from February 2023 to his retirement in March 2024. Prior to that, Mr. Reed retired from NXP Semiconductors N.V. (Nasdaq: NXPI), where he principally served as Executive Vice President – Operations. NXP is a world leader in secure connectivity solutions, and Mr. Reed was responsible for NXP’s internal and external manufacturing operations, supply chain, information technology, total quality, and procurement. Mr. Reed joined NXP in 2015, having served as General Manager at Freescale Semiconductor, Ltd. until its merger with NXP. Mr. Reed has 37 years of extensive international experience with global execution of water fab, assembly/test, packaging, R&D, foundries, and joint ventures for analog, automotive, logic, and wireless customers. Mr. Reed joined Freescale Semiconductor in 2012 as Senior Vice President, Manufacturing Operations. Previously, Mr. Reed was Vice President and General Manager at GLOBALFOUNDRIES and began his career at Texas Instruments in 1984, where he held multiple overseas and leadership assignments. Mr. Reed has served on several private boards, including SSMC Foundry, a joint venture between NXP and TSMC, as its chairman. Mr. Reed received an undergraduate degree from Austin College, an undergraduate degree in Chemical Engineering from Texas A&M University, and an MBA from the University of Dallas. | | | | Key Skills and Qualifications: | | | | ● Senior Leadership Experience ● International Experience | | ● Global Operations Expertise ● Industry and Technical Expertise | | Mr. Reed brings to the Board significant senior management, operations and international leadership experience in the semiconductor capital equipment and manufacturing industry, particularly in the areas of global operations and supply chain management. | | |

  37. To be held on May 7, 2026

    | 2026 ANNUAL | | | PROXY STATEMENT | |

  38. To be held on May 7, 2026

    | John A. Roush | | | | Independent Director | Age: 61 | Director Since: 2016 | | Committees: Compensation and Nominating, Governance & Sustainability | | | | Business Experience: | | | | John A. Roush currently serves as Chief Executive Officer and a member of the board of directors Pine Environmental, LLC, a provider of test equipment solutions for the environmental and non-destructive test markets. Prior to joining Pine Environmental in May 2024, Mr. Roush was an Operating Executive Advisor to ACON Investments, LLC, a private equity firm, from January 2018 to May 2024, where he also served on the boards of several portfolio companies. Mr. Roush also serves as a director and member of the audit and compensation committees of Lemaitre Vascular, Inc. (Nasdaq: LMAT), a global provider of medical devices and implants for the treatment of peripheral vascular disease, and as a director of Targan, Inc. (formerly Applied Life Sciences & Systems), a privately held company that is developing automated vaccine delivery technology for the poultry industry. Mr. Roush previously served as Chief Financial Officer and Chairman of ACON S2 Acquisition Corp., a special purpose acquisition company (now ESS Tech, Inc., NYSE: GWH) from September 2020 to October 2021. He also previously served as Chief Executive Officer and a director of Novanta Inc. (Nasdaq: NOVT, formerly GSI Group Inc.), a leading global supplier of precision photonic components and subsystems to original equipment manufacturers in the medical and industrial technology markets, from December 2010 to September 2016. Mr. Roush joined Novanta after a twelve-year career with PerkinElmer, Inc., a provider of technology and services to the diagnostics, research, environmental, safety and security, industrial, and laboratory services markets, where he was a corporate officer and served in several leadership positions. Prior to joining PerkinElmer, Mr. Roush held management positions with Outboard Marine Corporation, AlliedSignal, Inc., (now Honeywell International), McKinsey & Company Inc., and General Electric Company (NYSE: GE). | | | | Key Skills and Qualifications: | | | | ● Senior Leadership Experience ● Public Board Experience ● Technical Expertise | | ● Global Operations Expertise ● Financial Expertise | | Mr. Roush brings to the Board significant senior management level experience and leadership in the medical and advanced industrial markets and applications, as well as significant public board experience and experience in private equity. | | |

  39. To be held on May 7, 2026

    | Brian M. Shirley | | | | Independent Director | Age: 56 | Director Since: 2022 | | Committees: Audit and Finance | | | | Business Experience: | | | | Brian M. Shirley retired from Micron Technology, Inc. (Nasdaq: MU), a global corporation that produces various forms of semiconductor devices, as Senior Vice President DRAM and Emerging Memory Engineering in December 2019. He joined Micron as a Product Engineer in 1988, and held positions of increasing responsibility across product design, engineering, and business unit management. Mr. Shirley is listed as an inventor on 82 U.S. patents and helped drive Micron’s expansion into specialized memory for servers, mobile and networking solutions, in addition to maintaining a focus on cost leadership and power reduction. After retirement from Micron, Mr. Shirley consults for various U.S. government departments through CTC Aero, LLC, a consulting firm, advising on the semiconductor geopolitical landscape, supply chain resilience, and national security. He also serves on the Board of Regents of the Potomac Institute and as an executive advisor to multiple early-stage companies. Mr. Shirley holds a Bachelor of Science degree in electrical engineering from Stanford University. | | | | Key Skills and Qualifications: | | | | ● Senior Leadership Experience ● Industry and Technical Expertise | | ● Global Operations Expertise ● Financial Expertise | | Mr. Shirley brings to the Board significant experience as a veteran technology executive with more than three decades of experience in semiconductor product technologies, including as an inventor on 82 U.S. patents, and an extensive track record of advancing innovation and growth. | | |

  40. To be held on May 7, 2026

    | | 2026 ANNUAL | | | PROXY STATEMENT |

  41. To be held on May 7, 2026

    Director Qualifications The Board respects its responsibility to provide oversight, counseling, and direction to the management of the Company in the interest and for the benefit of the stockholders. Accordingly, it seeks to be composed of directors with diverse skills, experience, qualifications, and characteristics. It is critical that directors understand the markets in which the Company operates, specifically the Semiconductor Equipment, Data Center Computing, Industrial and Medical, and Telecom and Networking markets. It is equally important that, collectively, the directors have experience in each of the primary aspects of our business, including engineering, research and development, finance and audit, product strategy and development, customer relations, supply chain management, and sales and marketing. The following are certain qualifications, experience, and skills for Board members that are important to the Company’s business and its future:

  42. To be held on May 7, 2026

    | | Directors who have served in senior leadership positions are important to the Company, as they bring experience and perspective in analyzing, shaping, and overseeing the execution of important operational and policy issues at a senior level. This experience is particularly valuable when developed in organizations that operated at a global scale, faced significant competition, and navigated rapidly evolving technology-driven markets. | | Senior Leadership and Strategic Execution | | | | Directors who have served on other public company boards can offer advice and insights with regard to the dynamics and operation of a board of directors, the relations of a board to the chief executive officer and other management personnel, the importance of particular agenda and oversight matters, and oversight of a changing mix of strategic, operational, and compliance-related matters. | | Public Board Experience | | | | Because the Company is a global leader in innovative power solutions for the Semiconductor, Data Center Computing, Industrial and Medical, and Telecom and Networking markets, experience in relevant technology and markets is useful in understanding the Company’s research and development efforts, competing technologies, the various products and processes the Company develops, the manufacturing and assembly-and-test operations, and the market segments in which the Company competes. | | Industry and Technical Expertise | | | | Because the Company is a global organization with research and development, manufacturing, assembly and test facilities, and sales in many countries, directors with global expertise can provide a useful business and cultural perspective regarding many significant aspects of our business. | | Global Expertise | | | | Knowledge of financial markets, financing and funding operations, and accounting and financial reporting processes is important because it assists the directors in understanding, advising, and overseeing the Company’s capital structure, financing and investing activities, mergers and acquisitions, financial reporting, and internal control of such activities. | | Financial Expertise | |

  43. To be held on May 7, 2026

    | 2026 ANNUAL | | | PROXY STATEMENT | |

  44. To be held on May 7, 2026

    The following matrix summarizes certain qualifications and skills discussed above that were considered by the Nominating, Governance & Sustainability Committee and the Board in nominating the director candidates for election to the Board. The fact that a particular qualification, skill, or expertise is not listed below does not mean that the nominee does not possess it or that the Nominating, Governance & Sustainability Committee and the Board did not evaluate it.

  45. To be held on May 7, 2026

    | | 2026 ANNUAL | | | PROXY STATEMENT |

  46. To be held on May 7, 2026

    Independence The Board of Directors has determined that each of the nominees, other than Stephen D. Kelley (i.e., Grant H. Beard, Frederick A. Ball, Anne T. DelSanto, Tina M. Donikowski, Ronald C. Foster, Lanesha T. Minnix, David W. Reed, John A. Roush and Brian M. Shirley), is an “independent director” within the meaning of the Nasdaq Stock Market Rules. Under these rules, to be considered independent, the Board must affirmatively determine, among other things, that neither the director nor any immediate family member of the director has had any direct or indirect material relationship with the Company within the last three years that would impair their independence. The Board of Directors has made an affirmative determination that none of the independent directors has had any relationship with Advanced Energy or with another director that would interfere with the exercise of independent judgement in carrying out the responsibilities of a director. The independent directors, if all of them are elected at the 2026 Annual Meeting, will constitute a majority of the Board of Directors. There is no family relationship amongst any of the directors and executive officers of the Company. The Company’s executive officers serve at the discretion of the Board. Involvement in Certain Legal Proceedings During the past ten years, none of the persons currently serving as executive officers and/or directors of the Company has been the subject matter of any of the following legal proceedings that are required to be disclosed pursuant to Item 401(f) of Regulation S-K, including: (a) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (b) any criminal convictions; (c) any order, judgment, or decree permanently or temporarily enjoining, barring, suspending or otherwise limiting their involvement in any type of business, securities or banking activities; (d) any finding by a court, the Securities and Exchange Commission (the “SEC”) or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud; or (e) any sanction or order of any self-regulatory organization or registered entity or equivalent exchange, association or entity. Nor are any such legal proceedings believed to be contemplated by governmental authorities against any director or executive officer. Further, no executive officers, directors, beneficial owners of more than five percent of the Company’s stock, or any other actor mentioned in Item 103(c)(2) of Regulation S-K is a party adverse to the Company in a material proceeding or has a material interest adverse to the Company. Required Vote Our Board has adopted a director resignation policy (the “Resignation Policy”), which is included in the Company’s Board Governance Guidelines. The Resignation Policy applies to uncontested elections of directors, in other words, an election of directors where the number of nominees for election does not exceed the number of directors to be elected. A copy of the Resignation Policy is available on the Company’s website at www.advancedenergy.com/en-us/about/leadership within the Company’s Board Governance Guidelines. Under the Resignation Policy, any nominee for director in an uncontested election who does not receive a majority vote “FOR” that director’s election to the Board relative to the number of votes cast with respect to that director’s election (excluding broker non-votes, abstentions, and failures to vote with respect to that director’s election) will promptly tender a written offer of resignation to the Board. The Resignation Policy provides that the Nominating, Governance & Sustainability Committee of the Board will promptly consider the director’s offer of resignation and make a recommendation to the Board. Pursuant to the Resignation Policy, the Board would then act on that recommendation within 90 days of receipt. When deciding what action to recommend or take regarding the director’s resignation, the Resignation Policy permits each of the Nominating, Governance & Sustainability Committee and the Board to consider any factors they deem relevant, including the best interests of the Company and its stockholders. Under Delaware law, a nominee who receives a plurality of the votes cast at the 2026 Annual Meeting will be elected as a director (subject to the Resignation Policy described above). The “plurality” standard means the

  47. To be held on May 7, 2026

    | 2026 ANNUAL | | | PROXY STATEMENT | |

  48. To be held on May 7, 2026

    nominees who receive the largest number of “FOR” votes cast are elected as directors of the Company. Thus, the number of shares not voted for the election of a nominee (and the number of “withhold” votes cast with respect to that nominee) will not affect the determination of whether that nominee has received the necessary votes for election under Delaware law. However, the number of “withhold” votes with respect to a nominee will affect whether or not the Resignation Policy will apply to that individual. If any nominee is unable or declines to serve, proxies will be voted for the balance of those named and for such person as shall be designated by the Board, on recommendation by the Nominating, Governance & Sustainability Committee, to replace any such nominee. However, the Board does not anticipate that this will occur. Stockholders do not have the right to cumulate their votes for the election of directors. Unless otherwise instructed, the proxy holders will vote the proxies received by them “FOR” each of the ten (10) nominees. Votes withheld from a nominee will be counted for purposes of determining whether a quorum is present but will not be counted as an affirmative vote for such nominee. The Board of Directors recommends a vote “FOR” the election of each of the nominees named above.

  49. To be held on May 7, 2026

    | | 2026 ANNUAL | | | PROXY STATEMENT |

  50. To be held on May 7, 2026

    Director Compensation The compensation policy for non-employee directors for the fiscal year ended December 31, 2025, was as follows:

  51. To be held on May 7, 2026

    | Compensation Elements for Non-Employee Directors | | | Compensation Element | 2025 Compensation Program | | Annual Board Cash Retainer | ● $65,000 annual cash retainer paid in equal quarterly installments to each Board member. (1) | | | ● $65,000 additional annual cash retainer for the Chairman of the Board, paid in equal quarterly installments. | | Annual Board Equity Retainer | ● Restricted stock units with an approximate value of $210,000 granted to each non-employee director on the date of his or her re-election at the annual meeting of stockholders held on April 24, 2025 (the “2025 Annual Meeting”); each annual grant will vest one year from the date of grant.(1) ● Additional restricted stock units with an approximate value of $65,000 granted annually to the Chairman of the Board on the date of his or her reelection at the 2025 Annual Meeting; each annual grant will vest one year from the date of grant. ● The Board may (but is not required to) grant restricted stock units to a new non-employee director upon initial election or appointment to the Board. | | Annual Chair Cash Fees | ● $30,000 annual cash retainer fee for the Audit and Finance Committee Chair. ● $25,000 annual cash retainer fee for the Compensation Committee Chair. ● $15,000 annual cash retainer fee for the Nominating, Governance & Sustainability Committee Chair. | | Annual Committee Member Retainer | ● $13,000 annual cash retainer fee for Audit and Finance Committee members. ● $10,000 annual cash retainer fee for Compensation Committee members. ● $6,000 annual cash retainer fee for Nominating, Governance & Sustainability Committee members.(1) |

  52. To be held on May 7, 2026

    (1) The Board approved in April 2025 an increase of $5,000 to the annual cash retainer for each Board member from $60,000 to $65,000, an increase of $10,000 to the value of the annual equity retainer for each Board member from $200,000 to $210,000, and an increase of $1,000 to the annual cash retainer for members of the Nominating, Governance & Sustainability Committee from $5,000 to $6,000. In 2024, our Board of Directors adopted Stock Ownership Guidelines that encourage non-employee directors to own an amount of stock of the Company with a value equal to at least five times the annual retainer for Board service (exclusive of any compensation for committee service, meeting fees, leadership roles, etc.), based in each case, on the volume weighted average closing price of the Company’s stock for the thirty days ended immediately prior to March 31 of the applicable year (or another determination date of the Compensation Committee’s choosing) and subject to the terms in the Stock Ownership Guidelines. The Stock Ownership Guidelines provide for a phase-in period over five years for each member to achieve the suggested ownership

  53. To be held on May 7, 2026

    | 2026 ANNUAL | | | PROXY STATEMENT | |

  54. To be held on May 7, 2026

    level. All non-employee members of the Board either currently conform to the Stock Ownership Guidelines or are on track to meet the ownership goal within the five-year time frame. The Compensation Committee continually reviews and monitors non-employee director compensation, uses market data for comparisons to peer programs, and works with the Company’s independent compensation consultant, Compensia, Inc., to ensure the program remains appropriate. The following table details director compensation for 2025.

  55. To be held on May 7, 2026

    | 2025 Director Compensation | | | | | | Fee Earned or | | | | | Paid in Cash | Stock Awards | Total | | Name | ($) | ($) (1) | ($) | | Grant H. Beard | 127,500 | 354,570(2) | 482,070 | | Frederick A. Ball | 87,500 | 257,414 | 344,914 | | Anne T. DelSanto | 78,000 | 257,414 | 335,414 | | Tina M. Donikowski | 87,500 | 257,414 | 344,914 | | Ronald C. Foster | 92,500 | 257,414 | 349,914 | | Lanesha T. Minnix | 81,000 | 257,414 | 338,414 | | David W. Reed | 75,500 | 257,414 | 332,914 | | John A. Roush | 78,000 | 257,414 | 335,414 | | Brian M. Shirley | 75,500 | 257,414 | 332,914 | | Stephen D. Kelley | — | — | — |

  56. The Compensation Committee

    The Compensation Committee The Compensation Committee is responsible for establishing, implementing, and monitoring adherence with the Company’s compensation philosophy. Accordingly, the Compensation Committee strives to develop and maintain competitive, progressive programs that reward executives for continuous improvement in key financial metrics that drive Company performance and stockholder value. The Compensation Committee also recognizes the need for compensation programs to attract, retain, and motivate high caliber employees, foster teamwork, and maximize the long-term success of Advanced Energy by appropriately rewarding our executives for their achievements. The Compensation Committee evaluates risk and rewards associated with the Company’s overall compensation philosophy and structure.

  57. Independent Compensation Consultant

    Independent Compensation Consultant The Compensation Committee has the authority to engage independent advisors to assist it in making determinations with respect to the compensation of our executives and other employees. For the 2025 fiscal year, the Compensation Committee engaged Compensia, Inc. (“Compensia”) to conduct a competitive review of executive compensation and advise the Compensation Committee on other compensation related matters. Compensia has not provided any other services to the Company or the Compensation Committee and has not received compensation other than with respect to the services provided to the Compensation Committee. In connection with its engagement of Compensia, the Compensation Committee (a) evaluated Compensia’s independence from management including the independence of the individual representatives of Compensia who served as the Compensation Committee’s consultants, and (b) determined that Compensia is free of conflicts of interest and independent based on the Nasdaq Stock Market’s independence factors.

  58. Use of Market Data for Comparison Against Peer Companies

    Use of Market Data for Comparison Against Peer Companies One factor the Compensation Committee considers when making compensation decisions is the compensation paid to executives of a peer group of companies. The Compensation Committee also considers other factors discussed below under the heading “Components of Executive Compensation.” Our compensation peer group consists of publicly traded companies of roughly similar size to Advanced Energy, all of which are from related industries, including the semiconductor and electronic equipment industries, and may compete with Advanced Energy for executive talent. Our criteria for selecting our peer group companies includes companies with revenue between 50% and 200% and market capitalization between 33% and 300% of Advanced Energy. The Compensation Committee reviews our peer companies annually to take into account the volatility and breadth of the industries in which Advanced Energy participates. While the Compensation Committee attempts to maintain consistency year to year, adjustments are made as needed. In consultation with Compensia, the Compensation Committee reviewed its list of peer companies in July 2024, to be used for a comparative review for 2025 compensation and determined that no changes need be made to the prior year’s list. For 2025, the list of peer companies consists of the following 15 publicly traded companies.

  59. Use of Market Data for Comparison Against Peer Companies

    | | Peer Companies | | | Coherent Corp. | Littelfuse Inc. | Penguin Solutions, Inc. | | Cirrus Logic, Inc. | MaxLinear, Inc. | Power Integrations, Inc. | | Entegris, Inc. | MKS Instruments, Inc. | Silicon Laboratories Inc. | | FormFactor, Inc. | Monolithic Power Systems, Inc. | Synaptics Incorporated | | Kulicke & Soffa Industries, Inc. | OSI Systems, Inc. | Ultra Clean Holdings, Inc. |

  60. Components of Executive Compensation

    | PRINCIPAL COMPENSATION COMPONENTS FOR NAMED EXECUTIVE OFFICERS: | | | | Base Salary | Short-Term Incentive Plan Performance-based cash compensation | Long-Term Incentive Plan Performance-based equity compensation |

  61. Short-Term Incentive Compensation

    Short-Term Incentive Compensation

  62. 2025 Annual Incentive Plan Metrics

    2025 Annual Incentive Plan Metrics The 2025 STI Plan provides the Company’s named executive officers with an opportunity to earn an annual cash bonus based on the Company’s achievement of certain financial performance goals. For 2025, the Compensation Committee selected the following financial measures: revenue, weighted at 40%, non-GAAP operating income from continuing operations weighted at 40%, and adjusted cash flow (a non-GAAP measure), weighted at 20%. The Compensation Committee believes these metrics help to drive balanced performance across the business and the selected non-GAAP metrics are good indicators of the annual operating performance of the Company and useful to our investors’ assessment of our performance. For further discussion and a reconciliation of these non-GAAP measures, see Appendix A to this proxy statement. To address ongoing volatility, the 2025 STI Plan provides for two six-month performance periods (January 1 - June 30 and July 1 - December 31) for each of the financial measures. The Compensation Committee established the performance goals for each metric in alignment with the Company’s 2025 operating plan, which contemplated the Company’s business objectives and anticipated market conditions, and weighted each performance period proportionally to the plan: 40% in the first half of the year and 60% in the second half, consistent with the timing of projected earnings. Any bonus earned during either six-month performance period is not paid until after the end of the fiscal year. The Compensation Committee may modify or amend, in whole or in part, any or all of the provisions of the STI Plan, including performance goals, at any time, subject to certain limitations. The Compensation Committee set each of our named executive officers’ annual full-year target bonus opportunity as a percentage of his or her base salary. These targets are informed by external market data, each individual’s role and responsibilities and internal equity considerations. Actual bonuses awarded to each of our named executive officers may range from 0% to 200% of target depending on actual company performance over the performance periods, as described on the following page.

  63. 2025 Annual Incentive Plan Metrics

    | 2026 ANNUAL | | | PROXY STATEMENT | |

  64. 2025 Annual Incentive Plan Metrics

    For 2025 the full-year bonus targets and six-month performance period performance goals for the 2025 STI Plan were as follows:

  65. 2025 Annual Incentive Plan Metrics

    | Name | Target as a % of Base Salary | Target | | Stephen Kelley | 125% | $1,223,750 | | Paul Oldham | 85% | $476,000 | | Eduardo Bernal Acebedo (1) | 85% | $501,246 | | Elizabeth Vonne | 85% | $403,750 | | John Donaghey | 85% | $412,250 |

  66. 2025 Annual Incentive Plan Metrics

    | (1) Mr. Bernal Acebedo is paid in SGD, and his annual target was converted to USD using an average exchange rate of 0.7747 for December 2025. |

  67. Results of the 2025 Annual Short-Term Incentive Plan

    Results of the 2025 Annual Short-Term Incentive Plan Our overall corporate achievement was 144.4% of target for 2025, which determined the size of our bonus pool. The 2025 STI Plan also included a discretionary individual performance-based modifier for the named executive officers ranging from 0% to 150% of the corporate performance result, subject to an overall cap in which no executive could achieve greater than 200% of the target incentive. For fiscal year 2025, however, the Compensation Committee chose not to modify the bonus of any named executive officer based on individual performance.

  68. 2025 STI Plan performance

    2025 STI Plan performance

  69. 2025 STI Plan performance

    | Values in $M, except as noted | | | | | | | | | | Performance Goals | | | Actual Performance | | | | | Threshold | Target | Stretch | | | | 2025 STI Plan | | (50% | (100% | (200% | Dollar | Incentive | | Financial Performance Metric | Weight | Payout) | Payout) | Payout) | Value | Earned | | 1H 2025 (weighted 40%) | | | | | | | | Revenue* | 40.0% | $673 | $792 | $911 | $846 | 145.2% | | Non-GAAP Operating Income from Continuing Operations** | 40.0% | $48 | $100 | $149 | $120 | 139.4% | | Adjusted Cash Flow*** | 20.0% | $30 | $95 | $139 | $91 | 97.2% | | | | | Weighted 1H Achievement | | | 53.3% | | 2H 2025 (weighted 60%) | | | | | | | | Revenue* | 40.0% | $748 | $880 | $1,012 | $953 | 155.1% | | Non-GAAP Operating Income from Continuing Operations** | 40.0% | $82 | $138 | $198 | $165 | 144.8% | | Adjusted Cash Flow*** | 20.0% | $42 | $142 | $177 | $163 | 159.3% | | | | | | Weighted 2H Achievement | | 91.1% | | | | | | Overall Achievement | | 144.4% |

  70. 2025 STI Plan performance

    | * Revenue targets based on total company operations for the first and second halves of 2025, as applicable. |

  71. 2025 STI Plan performance

    | ** Non-GAAP Operating Income from Continuing Operations must be met at threshold to trigger pool funding for the Revenue and Non-GAAP Operating Income components. Under the 2025 STI Plan, Non-GAAP Operating Income from Continuing Operations excludes non- cash related charges and non-recurring items. |

  72. 2025 STI Plan performance

    | *** Adjusted Cash Flow is measured as Non-GAAP Operating Income from Continuing Operations plus or minus the change in working capital, as defined as Accounts Receivable, Inventory, and Accounts Payable. |

  73. 2025 STI Plan performance

    | Note: | Achievement percentages between the threshold and target and between the target and stretch levels are linearly interpolated for each of the first and second half year results, with full-year payout levels calculated based on the weighted average of those results. A reconciliation and discussion of each of the non-GAAP measures above is provided in Appendix A to this proxy statement. |

  74. 2025 STI Plan performance

    | | 2026 ANNUAL | | | PROXY STATEMENT |

  75. 2025 STI Plan performance

    As a result, the Company’s payouts under the 2025 STI Plan were as follows:

  76. 2025 STI Plan performance

    | | Target | Actual | | Name | (Actual at 144.4 % of Target) | | | Stephen Kelley | $1,223,750 | $1,767,095 | | Paul Oldham | $476,000 | $687,344 | | Eduardo Bernal Acebedo | $501,246 | $723,799 | | Elizabeth Vonne | $403,750 | $583,015 | | John Donaghey | $412,250 | $595,289 |

  77. Long-Term Incentive Compensation

    Long-Term Incentive Compensation We use stock awards to motivate, reward and retain our executive officers, including our named executive officers, for long-term corporate performance and to align their interests with those of our stockholders. Consistent with market practice in companies of our size and in our industry, our long-term incentive program is comprised primarily of full-value equity vehicles, namely time-based restricted stock units (“RSUs”) and performance stock units (“PSUs”), to further enhance the alignment between pay and the long-term performance of our Company. Options, stock appreciation rights, and other option-like awards are not part of our core compensation, and we did not grant new awards of these equity instruments in 2025. Our general practice is to approve annual equity awards for executives at the regularly scheduled meetings of our Compensation Committee and Board in February. Executives’ annual equity awards are granted in specified dollar amounts, with the number of shares for each time-based RSU and PSU grant determined by the 30-day trailing average of the closing price of the Company’s Common Stock leading up to the grant date, which is generally on or around March 1. Due to the use of a 30-day average price to determine the number of shares, the specified dollar amounts differ from the grant date fair value amounts reported in the “Summary Compensation Table for 2025” below, which are reported in accordance with both SEC and accounting rules. While we may occasionally grant off-cycle equity awards to executives in connection with a new hire or promotion, or for recognition, retention, or other purposes, and we may modify our general timing practices from time to time, we have not granted equity awards in anticipation of the release of material nonpublic information, nor do we time the release of material nonpublic information in coordination with grants in a manner that intentionally affects the value of such compensation. Neither our Compensation Committee nor our Board takes material nonpublic information into account in determining the timing or terms of equity awards. 2025 Long-Term Incentive Awards During 2025, each of our named executive officers participated in the long-term equity incentive program, pursuant to which we granted equity awards under the Omnibus Incentive Plan. In fiscal year 2025, we granted our executives, including our named executive officers, a mix of performance-based and time-based RSU awards under the 2025 LTI Plan. The annual equity awards granted to our named executive officers under the 2025 LTI Plan were determined by our Compensation Committee considering the factors noted above, including the input of our CEO regarding the criticality of each individual’s performance and pay levels for his direct reports, as well as the competitive market analysis prepared by Compensia. After considering these factors, the Compensation Committee set 2025 LTI Plan grant targets at levels it deemed sufficient to retain our highly talented executive officers whose contributions are critical to the achievement of our key objectives. For our CEO in particular, in determining to increase his 2025 target award opportunity, the Compensation Committee considered it necessary to ensure his incentives appropriately focused and rewarded him for successful execution of our profitable growth objectives. These profitable growth objectives also informed the structure of his 2025 LTI Plan award as discussed on the following page.

  78. Long-Term Incentive Compensation

    | 2026 ANNUAL | | | PROXY STATEMENT | |

  79. Long-Term Incentive Compensation

    For 2025, the Compensation Committee determined the following 2025 LTI Plan target dollar value for equity awards granted to each of our named executive officers:

  80. Long-Term Incentive Compensation

    | | 2025 LTI Plan Target | | Name | Dollar Value | | Stephen Kelley | $8,250,000 | | Paul Oldham | $2,400,000 | | Eduardo Bernal Acebedo | $2,400,000 | | Elizabeth Vonne | $1,400,000 | | John Donaghey | $1,700,000 |

  81. Long-Term Incentive Compensation

    The CEO received approximately 40% of his 2025 LTI Plan award value in the form of time-based RSUs and approximately 60% in the form of PSUs. Each of the other named executive officers listed above received 50% of the 2025 LTI Plan award value in the form of time-based RSUs and 50% in the form of PSUs. Further details regarding the number of time-based RSUs and PSUs that we granted to each of the named executive officers under the 2025 LTI Plan can be found in the “2025 Grants of Plan-Based Awards” table below. The grants of time-based RSUs in 2025 vest ratably over a three-year period, with 1/3 vesting on each anniversary of the grant date. The Compensation Committee kept the metrics for the achievement of the PSUs granted as part of the 2025 LTI Plan largely unchanged from 2024 for named executive officers other than the CEO. In 2025, the PSUs for such named executive officers again vested based 70% on our relative total shareholder return (“rTSR”) performance compared to a benchmark performance of the S&P 1000 (“Index”), and based 30% on achievement of strategic goal(s), each over a three-year performance period from January 1, 2025 to December 31, 2027. For 2025, the strategic goal remained achievement of established levels of non-GAAP gross margin percentage measured over any four consecutive quarters in the three-year performance period. Amounts may be earned as performance occurs, but do not vest and are not issued until the end of the performance period. The Compensation Committee believes that these metrics closely align management’s interests with stockholders and maintain a focus on achieving strategic objectives. For the PSU awards granted to the CEO in 2025, the Compensation Committee re-introduced a non-GAAP earnings per share performance metric in addition to the rTSR and non-GAAP gross margin percentage metrics. The Compensation Committee determined that non-GAAP earnings per share was the most appropriate metric to emphasize and reward profitable growth through all market cycles, for which our CEO has primary accountability. Non-GAAP earnings per share is also a key measure of progress against our long-term strategic plan and strongly linked to shareholder value creation. Non-GAAP earnings per share is measured over any four consecutive quarters in the three-year performance period. Amounts may be earned as performance occurs, but do not vest and are not issued until the end of the performance period.

  82. Long-Term Incentive Compensation

    | 2025 LTI Performance Stock Unit Performance Goals | | | | | | | | Threshold | Target | Stretch | | | | (0 - 50% | (100% | (200% | | Financial Performance Metric | Weight | payout) (1) | payout) | payout) | | Chief Executive Officer | | | | | | Relative Total Shareholder Return | 35% | -50pp to Index | At Index | +50pp to Index | | Non-GAAP Gross Margin Percentage (2) | 15% | 37% | 40% | 42% | | Non-GAAP Earnings per Share (3) | 50% | $7.00 | $9.00 | $10.00 | | All Other Named Executive Officers | | | | | | Relative Total Shareholder Return | 70% | -50pp to Index | At Index | +50pp to Index | | Non-GAAP Gross Margin Percentage (2) | 30% | 37% | 40% | 42% |

  83. Long-Term Incentive Compensation

    | (1) Achievement at threshold would result in a 0% payout for rTSR and a 50% payout for each of non-GAAP Gross Margin Percentage and non-GAAP Earnings per Share. |

  84. Long-Term Incentive Compensation

    | (2) Non-GAAP Gross Margin Percentage refers to the Company’s non-GAAP gross margin from continuing operations, which excludes non-cash related charges (such as stock-based compensation) and non-recurring items (such as acquisition related costs and facility expansion, relocation, and restructuring related costs). |

  85. Long-Term Incentive Compensation

    | (3) Non-GAAP Earnings per Share refers to the Company’s non-GAAP earnings per share, as typically provided in the Company’s quarterly financial results. |

  86. Long-Term Incentive Compensation

    | | 2026 ANNUAL | | | PROXY STATEMENT |

  87. Long-Term Incentive Compensation

    With respect to the rTSR component, eligible participants have the opportunity to earn up to one-third of the PSUs during each of the 12-month, 24-month, and 36-month measurement periods, respectively, based on the Company’s rTSR performance compared to Index. Any PSUs earned and banked prior to the end of the three-year performance period are capped at target. Eligible participants also have the ability to earn any additional PSUs not earned in the first two measurement periods based on financial performance of our rTSR ranking relative to Index during the 36-month performance period. As noted above, while participants may bank and earn PSUs as performance occurs, any earned PSUs are not eligible to vest or be issued until the end of the 36-month performance period. The multi-year structure reflects the cyclical nature of the markets that the Company operates in and encourages performance each year, while the 36-month performance period reflects the long- term incentive structure of the plan. As of December 31, 2025, participants have earned and banked:

  88. Long-Term Incentive Compensation

    | ● | 33.3% of the target number of shares tied to the rTSR PSUs based on our 12-month rTSR performance for 2025 of +82.6pp relative to Index; |

  89. Long-Term Incentive Compensation

    | ● | 78.3% of the target number of shares tied to the non-GAAP gross margin PSUs based on non-GAAP gross margin of 38.7% over the four quarters in 2025; and |

  90. Long-Term Incentive Compensation

    | ● | none of the shares tied to the non-GAAP earnings per share PSUs (applicable to our CEO only). |

  91. Long-Term Incentive Compensation

    No PSUs earned during 2025 will vest until the end of the three-year performance period. The chart set forth below shows the time-based RSUs (which vest in three equal installments on each of the first three anniversaries of the grant date) and the PSUs awarded under the 2025 LTI Plan.

  92. Long-Term Incentive Compensation

    | | 2025 LTI Time-Based | 2025 LTI Performance | | | Restricted Stock | Stock Units Granted | | | Units Granted | (At Target) | | Name | (#) | (#) | | Stephen Kelley | 27,388 | 42,135 | | Paul Oldham | 10,112 | 10,111 | | Eduardo Bernal Acebedo | 10,112 | 10,111 | | Elizabeth Vonne | 5,899 | 5,898 | | John Donaghey | 7,163 | 7,162 |

  93. Long-Term Incentive Compensation

    2024 Long-Term Incentive Awards The chart set forth below shows the time-based RSUs (which vest in three equal installments on each of the first three anniversaries of the grant date) and the PSUs awarded under the 2024 long-term incentive program and earned as a result of the rTSR and non-GAAP gross margin performance for 2024 and 2025. As of December 31, 2025, participants have earned and banked:

  94. Long-Term Incentive Compensation

    | ● | 62.3% of the target number of shares tied to the rTSR PSUs based on our 24-month rTSR performance for 2024-2025 of +85.6pp relative to Index (33.3%) and our 12-month rTSR performance for 2024 of -6.3pp relative to Index (29.0%); and |

  95. Long-Term Incentive Compensation

    | ● | 78.3% of the target number of shares tied to the non-GAAP gross margin PSUs based on non-GAAP gross margin of 38.7% over the four consecutive quarters in 2025. |

  96. Long-Term Incentive Compensation

    No PSUs earned during 2025 will vest until the end of the three-year performance period. Consistent with the design of the 2025 LTI Plan, if the performance results of the 36-month period, as applied to all of the rTSR PSUs, exceeds the sum of the 12-month, 24-month, and 36-month performance periods, each as applied to one-third of the rTSR PSUs, then the performance results for the 36-month performance period will be the rTSR achievement for all of the rTSR PSUs (up to 200%). The chart on the following page shows the time-based RSUs (which vest in three equal installments on each of the first three anniversaries of the grant date) and the PSUs awarded under the 2024 LTI Plan.

  97. Long-Term Incentive Compensation

    | 2026 ANNUAL | | | PROXY STATEMENT | |

  98. Long-Term Incentive Compensation

    | | 2024 LTI Time-Based | 2024 LTI Time-Based | 2024 LTI Performance | 2024 LTI Performance | | | Restricted Stock | Restricted Stock Units | Stock Units Granted | Stock Units Vested | | | Units Granted | Vested in 2025 | (At Target) | In 2025 | | Name | (#) | (#) | (#) | (#) | | Stephen Kelley | 31,348 | 10,450 | 31,348 | — | | Paul Oldham | 9,796 | 3,266 | 9,796 | — | | Eduardo Bernal Acebedo | 14,694 | 4,898 | 14,694 | — | | Elizabeth Vonne | 5,877 | 1,959 | 5,877 | — | | John Donaghey | 7,837 | 2,613 | 7,837 | — |

  99. Long-Term Incentive Compensation

    The PSUs awarded in 2023 under the 2023 long-term incentive program (“2023 LTI Plan”) under our 2017 Omnibus Incentive Plan were eligible to be earned and vested on the basis of the Company’s rTSR performance relative to Index over the three-year performance period from January 1, 2023 to December 31, 2025 and the Company’s non-GAAP gross margin performance measured over any four consecutive quarters in the three-year performance period, as shown below.

  100. Long-Term Incentive Compensation

    | 2023 LTI Performance Stock Unit Performance Goals | | | | | | | | Threshold | Target | Stretch | | | | (0 - 50% | (100% | (200% | | Financial Performance Metric | Weight | payout) (1) | payout) | payout) | | Relative Total Shareholder Return | 70% | -50pp to Index | At Index | +50pp to Index | | Non-GAAP Gross Margin Percentage (2) | 30% | 37% | 40% | 42% |

  101. Long-Term Incentive Compensation

    | (1) Achievement at threshold would result in a 0% payout for rTSR and a 50% payout for each of non-GAAP Gross Margin Percentage and non-GAAP Earnings per Share. |

  102. Long-Term Incentive Compensation

    | (2) Non-GAAP Gross Margin Percentage refers to the Company’s non-GAAP gross margin from continuing operations, which excludes non-cash related charges (such as stock-based compensation) and non-recurring items (such as acquisition related costs and facility expansion, relocation, and restructuring related costs). |

  103. Long-Term Incentive Compensation

    Our Compensation Committee determined that, as of December 31, 2025, participants earned and vested:

  104. Long-Term Incentive Compensation

    | ● | 200% of the target number of shares tied to the rTSR PSUs based on our 36-month rTSR performance for 2023-2025 of +114.0pp relative to Index; and |

  105. Long-Term Incentive Compensation

    | ● | 78.3% of the target number of shares tied to the non-GAAP gross margin PSUs based on non-GAAP gross margin of 38.7% over the four consecutive quarters in 2025, |

  106. Long-Term Incentive Compensation

    which resulted in overall achievement for the 2023 LTI Plan of 163.5% of target. The chart set forth below shows the time-based RSUs (which vest in three equal installments on each of the first three anniversaries of the grant date) and the PSUs awarded under the 2023 LTI Plan under our 2017 Omnibus Incentive Plan and earned as a result of the performance described above.

  107. Long-Term Incentive Compensation

    | | 2023 LTI Time-Based | 2023 LTI Time-Based | 2023 LTI Performance | 2023 LTI Performance | | | Restricted Stock | Restricted Stock Units | Stock Units Granted | Stock Units Vested | | | Units Granted | Vested in 2025 | (at Target) | In 2025 | | Name | (#) | (#) | (#) | (#) | | Stephen Kelley | 32,849 | 10,950 | 32,849 | 53,704 | | Paul Oldham | 9,460 | 3,153 | 9,460 | 15,466 | | Eduardo Bernal Acebedo | 8,409 | 2,803 | 8,409 | 13,747 | | Elizabeth Vonne | 5,255 | 1,752 | 5,255 | 8,591 | | John Donaghey | 5,255 | 1,752 | 5,255 | 8,590 |

  108. Long-Term Incentive Compensation

    Additional information regarding the number of RSUs that vested under our 2023, 2024, and 2025 LTI Plans for each named executive officer in 2025 can be found below in the “2025 Option Exercises and Stock Vested”

  109. Long-Term Incentive Compensation

    | | 2026 ANNUAL | | | PROXY STATEMENT |

  110. Long-Term Incentive Compensation

    table and information regarding the number of RSUs that are unvested but remain outstanding for each named executive officer can be found below in the “2025 Outstanding Awards at Fiscal Year End” table.

  111. Change in Control and General Severance Agreements

    Change in Control and General Severance Agreements The Company maintains executive change in control and general severance agreements (the “agreements”) with each of the named executive officers. The agreements provide each of the executive officers with severance payments and certain benefits in the event of a termination without cause or for good reason (as defined in the agreements) at any time (known as the “General Severance Benefits”), or a termination without cause or for good reason (as defined in the agreements) following or within the 90 days preceding a change in control (known as “CIC Benefits”). The Company provides CIC Benefits in order to keep management focused on the Company’s stated corporate objectives irrespective of whether the achievement of such objectives makes the Company attractive for acquisition, and to avoid the distraction and loss of key management that could occur in connection with a rumored or actual change in corporate control. The Company decided to also provide General Severance Benefits in these agreements after determining that such benefits were commonly provided by the Company’s peers. The Board approved the terms and conditions of the agreements upon the Compensation Committee’s recommendation and based on consideration of marketplace benchmark data and the Company’s retention objectives. Under these agreements, if the executive’s employment is terminated without cause or for good reason (and not in connection with a change in control), then the General Severance Benefits provided to the executive are: (a) all then accrued compensation for the year in which the termination is effected, (b) a lump sum payment equal to one (1x) times (or in the case of the Chief Executive Officer, one and a half (1.5x) times) the executive’s then current annual base salary, (c) a lump sum payment equal to a pro-rata portion of executive’s target bonus for the year in which the termination is effected, (d) continuation of medical benefits for up to twelve (12) months following the date of termination, (e) a lump sum payment equal to the contributions that would have been made to the Company’s retirement plans on the executive’s behalf, if the executive had continued to be employed for twelve (12) months following the date of termination, and (f) reimbursement, up to $15,000, for outplacement services. Under these agreements, if an executive’s employment is terminated without cause or for good reason within eighteen (18) months following or within ninety (90) days preceding a change in control, the CIC Benefits provided to the executive are: (a) all then accrued compensation for the year in which the termination is effected, (b) a lump sum payment equal one and a half (1.5x) times (or in the case of the Chief Executive Officer, two (2x) times) the executive’s then current annual base salary and target bonus for the year in which the termination is effected, (c) continuation of medical benefits for up to eighteen (18) months following the date of termination, (d) a lump sum payment equal to the contributions that would have been made to the Company’s retirement plans on the executive’s behalf, if the executive had continued to be employed for eighteen (18) months following the date of termination, (e) reimbursement, up to $15,000 (or in the case of the Chief Executive Officer, $25,000), for outplacement services, and (f) full vesting of all RSUs and PSUs (at an assumed maximum performance attainment) then held by the executive and full vesting and right to exercise all stock options then held by the executive.

  112. Change in Control and General Severance Agreements

    | 2026 ANNUAL | | | PROXY STATEMENT | |

  113. Change in Control and General Severance Agreements

    The payment of the General Severance Benefits and CIC Benefits under these agreements are conditioned upon the executive’s execution of a full release of claims against the Company. Compensation Risk Assessment In 2025, the Compensation Committee, with the assistance of our compensation consultant, Compensia, reviewed the formal risk assessment for all our incentive compensation programs that have material impact on our financial statements. In conducting such review, the Compensation Committee considered key information about each incentive compensation plan within our compensation program, including the number of participants, target annual awards, performance metrics, and design features. As a result of such review, the Compensation Committee determined that none of our incentive plans presents a material adverse risk to the financial statements of the Company. Compensation Committee Report The Compensation Committee of the Board has reviewed and discussed with management the above Compensation Discussion and Analysis for fiscal year 2025. Based upon the review and discussions, the Compensation Committee recommended to the Board, and the Board has approved, that the Compensation Discussion and Analysis be included in the Company’s Proxy Statement for its 2026 Annual Meeting. This report is submitted by the Compensation Committee. Frederick A. Ball, Chair Anne T. DelSanto Tina M. Donikowski John A. Roush The information contained in this report shall not be deemed to be “soliciting material” or “filed” with the SEC or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically incorporates such information by reference in a document filed under the Securities Act or the Exchange Act.

  114. Change in Control and General Severance Agreements

    | | 2026 ANNUAL | | | PROXY STATEMENT |

  115. Change in Control and General Severance Agreements

    Equity Compensation Plan Information The Company currently maintains two equity compensation plans, each of which were approved by the Company’s stockholders: The Omnibus Incentive Plan and the Employee Stock Purchase Plan (“ESPP”). The Omnibus Incentive Plan replaced and superseded the Company’s 2017 Omnibus Incentive Plan, as amended (the “Prior Plan”), which terminated on April 27, 2023, following stockholders’ approval of the Omnibus Incentive Plan. Although options remain outstanding under the Prior Plan, no shares are available for future equity grants. The following table sets forth the number of shares of Common Stock subject to outstanding options and other rights, the weighted-average exercise price of outstanding options, and the number of shares remaining available for future award grants as of December 31, 2025, in the equity compensation plans.

  116. Change in Control and General Severance Agreements

    | | A | B | C | | | | | Number of securities | | | | | remaining available | | | Number of securities | | for issuance under | | | to be issued upon | Weighted average | equity compensation | | | exercise of outstanding | exercise price of | plans (excluding | | | options, warrants, | outstanding options, | securities reflected | | | and rights | warrants, and rights | in column (A) | | Plan Category | (#) | ($) | (#) | | Equity Compensation plans approved by security holders | 354,747(1) | 85.97(2) | 1,874,474(3) | | Equity compensation plans not approved by security holders | — | — | — | | Total | 354,747(1) | 85.97(2) | 1,874,474(3) |

  117. Change in Control and General Severance Agreements

    | (1) Includes shares underlying PSUs granted under the Omnibus Incentive Plan and shares underlying PSUs and options granted under the Prior Plan. |

  118. Change in Control and General Severance Agreements

    | (2) Calculated only with respect to options granted under the Prior Plan and does not take the aforementioned PSUs into account. |

  119. Change in Control and General Severance Agreements

    | (3) Includes 497,273 shares available for future issuance under the ESPP. |

  120. Change in Control and General Severance Agreements

    | 2026 ANNUAL | | | PROXY STATEMENT | |

  121. Change in Control and General Severance Agreements

    Management Executive officers of the Company are appointed by the Board and serve until their successors have been appointed and qualified or until their earlier resignation or removal by the Board. The following table sets forth names and ages of our current executive officers of the Company and their respective positions with the Company as of the date of mailing this proxy statement.

  122. Change in Control and General Severance Agreements

    | Name | Age | Position | Principal Occupation and Business Experience | | STEPHEN KELLEY | 63 | President, Chief Executive Officer and Director | Mr. Kelley has served as President & Chief Executive Officer, and as a member of Board of Directors of the Company since March 2021. Mr. Kelley served as President & CEO of Amkor Technology, Inc. (Nasdaq: AMKR), a publicly traded leading semiconductor package and test company, from May 2013 to June 2020. Prior to joining Amkor, Mr. Kelley served as Senior Advisor to Advanced Technology Investment Company, the Abu Dhabi-sponsored investment company that owns GlobalFoundries, until December 2012. Mr. Kelley served as Executive Vice President and Chief Operating Officer of Cree Inc. (now Wolfspeed, Inc., NYSE: WOLF) from 2008 to 2011. Previously, Mr. Kelley held executive leadership roles of various businesses at companies including Texas Instruments, Philips Semiconductors, National Semiconductor, and Motorola. Mr. Kelley currently serves on the board of directors of ONTO Innovation Inc. (NYSE: ONTO), a leader in the process control for the semiconductor and related industries, since January 2023. Mr. Kelley holds an SB ChE from the Massachusetts Institute of Technology and a JD from Santa Clara University. | | PAUL OLDHAM | 63 | Executive Vice President, Chief Financial Officer | Mr. Oldham joined the Company in May 2018 as its Executive Vice President & Chief Financial Officer. Previously Mr. Oldham served as the Senior Vice President of Administration, Chief Financial Officer and Corporate Secretary of Electro Scientific Industries, Inc., a developer and manufacturer of laser-based production equipment (“ESI”), from February 2016, until December 2017, and as the Vice President of Administration, Chief Financial Officer and Corporate Secretary of ESI from January 2008, until February 2016. Prior to joining ESI, Mr. Oldham was employed at Tektronix, Inc., a test, measurement, and monitoring company, since 1988, where he held several senior leadership positions, including Vice President Finance and Corporate Controller, Vice President - Treasurer and Investor Relations and European Operations Controller. Mr. Oldham has a bachelor’s degree in Accounting and an MBA in accounting and finance from Brigham Young University. | | EDUARDO BERNAL ACEBEDO | 59 | Executive Vice President, Chief Operations Officer | Mr. Bernal Acebedo joined the Company in September 2021 as Executive Vice President and Chief Operations Officer and is based in Singapore. Mr. Bernal Acebedo has more than 30 years of experience managing global operations in the semiconductor industry and has successfully led large, complex, global organizations through phases of significant growth and transformation. He joined the Company from NXP Semiconductors (Nasdaq: NXPI), where he was senior vice president of assembly and test operations, responsible for a global footprint of multiple factories with a team of 12,000 employees. Prior to that, Mr. Bernal Acebedo was with Texas Instruments, where he held various leadership roles in operations, manufacturing, planning, and quality. Mr. Bernal Acebedo holds a Bachelor of Science degree in Industrial Engineering from the Technological Institute of Aguascalientes in Mexico and is a graduate of the Leading Organization & Change program from the Massachusetts Institute of Technology. |

  123. Change in Control and General Severance Agreements

    | | 2026 ANNUAL | | | PROXY STATEMENT |

  124. Change in Control and General Severance Agreements

    | Name | Age | Position | Principal Occupation and Business Experience | | ELIZABETH VONNE | 53 | Executive Vice President, General Counsel & Corporate Secretary | Ms. Vonne joined the Company in April 2022 as Executive Vice President, General Counsel and Corporate Secretary. Ms. Vonne has more than 20 years of experience in the legal field. She joined the Company from Mesa Laboratories, Inc., a multinational manufacturer of critical quality control and life science tools, where she served as Vice President, Legal, General Counsel, and Secretary. Prior to that, Ms. Vonne was a Partner at Davis, Graham & Stubbs LLP, a leading law firm that focuses on corporate transactions, complex litigation, and regulatory compliance. Previously, she was an Associate Attorney at a multinational law firm in New York City. Ms. Vonne holds a Juris Doctor from Columbia Law School and a Bachelor of Arts degree from Amherst College. | | JOHN DONAGHEY | 57 | Executive Vice President, Chief Commercial Officer | Mr. Donaghey joined the Company in July 2021 as Senior Vice President, Global Sales, became Executive Vice President, Global Sales in July 2022, and as of February 2026, serves as Executive Vice President, Chief Commercial Officer. Mr. Donaghey served in senior sales and business leadership roles at Amkor Technology, Inc. (Nasdaq: AMKR), a publicly traded leading semiconductor package and test company, for seven years, most recently as global leader of sales. Prior to that, Mr. Donaghey was with Texas Instruments (Nasdaq: TXN) from 1991 to 2014 in various leadership, sales, and marketing roles. Mr. Donaghey holds a Bachelor of Science degree in electrical engineering from Texas A&M University and a Master of Business Administration from Southern Methodist University. |

  125. Change in Control and General Severance Agreements

    | 2026 ANNUAL | | | PROXY STATEMENT | |

  126. Change in Control and General Severance Agreements

    Summary Compensation Table for 2025 The following table shows compensation information for fiscal 2023, 2024, and 2025 for the named executive officers. We did not have any other executive officers during fiscal 2025.

  127. Change in Control and General Severance Agreements

    | (1) Mr. Kelley did not elect to participate in the non-qualified deferred compensation plan for 2025. Mr. Bernal Acebedo is not eligible to participate in the non-qualified deferred compensation plan as he is not employed in the U.S. |

  128. Change in Control and General Severance Agreements

    | (2) The dollar amounts reported in column (e) represent the amount of “compensation actually paid” to Mr. Kelley, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Kelley during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Kelley’s total compensation for 2025 to determine the compensation actually paid: |

  129. Change in Control and General Severance Agreements

    | (4) The dollar amounts reported in column (g) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Messrs. Wasserman and Kelley, as applicable), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Messrs. Wasserman and Kelley) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for 2025 for the NEOs as a group (excluding Mr. Kelley) to determine the compensation actually paid, using the same methodology described above in footnote 1: |

  130. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table As described in detail in the section “Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay Versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance and, therefore, does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.

  131. Compensation Actually Paid and Cumulative TSR

    Compensation Actually Paid and Cumulative TSR The following graph illustrates the relationship between the amount of compensation actually paid to Mr. Kelley or Mr. Wasserman, as applicable, the average amount of compensation actually paid to the Company’s named executive officers as a group (excluding Mr. Kelley and Mr. Wasserman, as applicable), the Company’s total stockholder return, and the total stockholder return of the Dow Jones US Electrical Components & Equipment Index over the five years presented in the table. We believe the “Compensation Actually Paid” in each of the years reported above and over the five-year cumulative period are reflective of the Compensation Committee’s emphasis on “pay-for-performance” as the “Compensation Actually Paid” fluctuated year-over-year, primarily due to the result of our stock performance and our varying levels of achievement against pre-established performance goals under our short- and long-term incentive compensation programs. In fiscal year 2025, the Company significantly outperformed the peer TSR on a one-year and three-year basis, contributing to the increase in 2025 compensation actually paid.

  132. Compensation Actually Paid and Cumulative TSR

    | 2026 ANNUAL | | | PROXY STATEMENT | |

  133. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income The following graph illustrate the relationship between the amount of compensation actually paid to Mr. Kelley or Mr. Wasserman, as applicable, the average amount of compensation actually paid to the Company’s named executive officers as a group (excluding Mr. Kelley and Mr. Wasserman, as applicable) and the Company’s net income over the five years presented in the table. While the Company does not use net income as a performance measure in the overall executive compensation program, the measure of net income is correlated with the measure Non-GAAP Operating Income which the Company does use for setting goals in the Company’s short-term incentive compensation program. As described in more detail in the section “Compensation Discussion and Analysis,” approximately 12-15% of the value of total compensation awarded to the named executive officers in 2025 consists of amounts determined under the 2025 STI Plan. Improved financial performance on a one- and three-year basis, combined with above-peer TSR performance, contributed to the increase in total 2025 compensation actually paid.

  134. Compensation Actually Paid and Net Income

    | | 2026 ANNUAL | | | PROXY STATEMENT |

  135. Compensation Actually Paid and Revenue

    Compensation Actually Paid and Revenue The following graph illustrates the relationship between the amount of compensation actually paid to Mr. Kelley or Mr. Wasserman, as applicable, the average amount of compensation actually paid to the Company’s named executive officers as a group (excluding Mr. Kelley and Mr. Wasserman, as applicable) and the Company’s revenue performance. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that revenue is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s named executive officers, for the most recently completed fiscal year, to Company performance. As described in more detail in the section “Compensation Discussion and Analysis,” in 2025 approximately 12-15% of the value of total compensation awarded to the named executive officers consists of amounts determined under the 2025 STI Plan and approximately 67-79% of the value of total compensation awarded to the named executive officers consists of equity awards under the Company’s long-term incentive programs, including RSUs and PSUs. Improved financial performance on a one- and three-year basis, combined with above-peer TSR performance, contributed to the increase in total 2025 compensation actually paid.

  136. Compensation Actually Paid and Revenue

    | 2026 ANNUAL | | | PROXY STATEMENT | |

  137. Compensation Actually Paid and Revenue

    CEO Pay Ratio As required by SEC rules, we are providing the following information about the ratio of the median annual total compensation of our employees and the annual total compensation of Mr. Kelley, our President and Chief Executive Officer. For the year ended December 31, 2025:

  138. Compensation Actually Paid and Revenue

    | ● | the median of the annual total compensation of all employees of our Company was reasonably estimated to be $13,320. The median employee identified is an Assembler I, located in Malaysia. |

  139. Compensation Actually Paid and Revenue

    | ● | the annual total compensation of Mr. Kelley, calculated in accordance with the Summary Compensation Table rules, was $11,187,208. |

  140. Compensation Actually Paid and Revenue

    | ● | based on this information, the ratio of the annual total compensation of our chief executive officer to the median of the annual total compensation of all other employees is estimated to be 840 to 1. |

  141. Compensation Actually Paid and Revenue

    We identified the median employee by examining the base salary for all individuals we employed, excluding our CEO, on December 31, 2025, the last day of the payroll year. We included all our employees globally, whether full-time, part-time, or seasonal, including any interns, fixed term, or apprentice employees. We annualized the total actual base salary for any permanent employee that works full-time but was hired after January 1, 2025. For any employee that we paid in currency other than U.S. Dollars, we then applied the applicable average foreign currency exchange rate for December 2025, to convert such employee’s total compensation into U.S. Dollars. Once we identified our median employee, we added together all of the elements of the median employee’s compensation for 2025 in the same way that we calculate the annual total compensation of our named executive officers in the Summary Compensation Table. The median employee’s salary was converted from Malaysian Ringgit to USD using an average exchange rate of 0.24466 for December 2025. To calculate our ratio, we divided Mr. Kelley’s annual total compensation by the median employee’s annual total compensation.

  142. Compensation Actually Paid and Revenue

    | | 2026 ANNUAL | | | PROXY STATEMENT |

  143. Compensation Actually Paid and Revenue

    Certain Relationships and Related Transactions Policies and Procedures with Respect to Related Party Transactions The Board is committed to upholding the highest legal and ethical standards of conduct in fulfilling its responsibilities and recognizes that transactions with the Company involving related parties can present a heightened risk of potential or actual conflicts of interest. Accordingly, as a general matter, it is the policy of the Company to avoid related party transactions. Such policy is evidenced in the Board Governance Guidelines and committee charters referenced in this proxy statement and in Integrity at our Core, Advanced Energy’s Code of Ethical Conduct. The types of transactions covered by the policy are:

  144. Compensation Actually Paid and Revenue

    | ● | those transactions described under FASB ASC Topic 850 or required to be disclosed in the Company’s financial statements or periodic filings with the SEC under Item 404(a) of Regulation S-K; |

  145. Compensation Actually Paid and Revenue

    | ● | any monetary engagement between the Company and a Board member or an officer; and |

  146. Compensation Actually Paid and Revenue

    | ● | business or personal relationships between Board members. |

  147. Compensation Actually Paid and Revenue

    Any related party transaction that does arise is subject to review and approval by the Audit and Finance Committee. The Audit and Finance Committee, in determining whether to approve the transaction, reviews the facts and circumstances in respect of the transaction for conflicts of interest, including the extent of the Board member or officer’s interest in the transaction, any anticipated effect on the Board member’s or officer’s independent decision-making or judgment in respect to matters affecting the Company, whether the transaction is on terms no more favorable than terms generally available to an unaffiliated third party, any anticipated effect on a Board member’s ability to commit sufficient time and attention to the Board, and other standards deemed appropriate by the committee members in light of the particular transaction being reviewed. It is the responsibility of Board members and the management team to bring any potential related party transactions to the attention of the members of the Audit and Finance Committee. In addition, the Audit and Finance Committee is responsible for reviewing and investigating any matters pertaining to the integrity of management, including conflicts of interest and adherence to the Code. Under the Code, directors, officers, and all other members of the workforce are expected to avoid any relationships, influence, or activity that would cause or even appear to cause a conflict of interest. Certain Transactions with Related Persons To the Company’s knowledge, since January 1, 2025, the Company has not participated in, nor are there currently planned, any related party transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K.

  148. Compensation Actually Paid and Revenue

    | 2026 ANNUAL | | | PROXY STATEMENT | |

  149. Compensation Actually Paid and Revenue

    Proposal No. 4 – approval of an AMENDMENT TO the Amended and Restated CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

  150. Compensation Actually Paid and Revenue

    | What am I voting on and how should I vote? | You are being asked to approve an amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock from 70,000,000 shares to 140,000,000 shares. We believe that increasing the number of authorized shares of Common Stock will provide us with greater flexibility in considering and planning for future business needs. The Board of Directors therefore recommends you vote “FOR” the amendment to the Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock from 70,000,000 shares to 140,000,000 shares. |

  151. Compensation Actually Paid and Revenue

    On February 5, 2026, the Board approved, subject to approval from our stockholders at the 2026 Annual Meeting, an amendment to the Amended and Restated Certificate of Incorporation (the “Proposed Amendment”) to increase the Company’s number of authorized shares of Common Stock from 70,000,000 shares to 140,000,000 shares. The Proposed Amendment will not change the number of authorized shares of the Company’s preferred stock. As of March 1, 2026, Advanced Energy had 37,848,305 shares of Common Stock outstanding. An additional 16,355,437 shares of Common Stock were reserved for issuance as of March 1, 2026 in connection with Advanced Energy’s equity compensation plans (2,551,700 shares available for issuance or underlying issued and outstanding equity awards), convertible notes (5,437,832 shares reserved), and hedges and warrants (8,365,905 shares reserved), leaving 15,796,258 shares of Common Stock available for issuance. The Board believes the Proposed Amendment to increase the number of authorized shares of Common Stock is advisable and in the best interests of the Company and our stockholders as it will enhance our ability to plan for future business needs and execute on our strategy by restoring flexibility for potential future financing transactions, acquisitions and strategic transactions, equity awards for employees, and other general corporate purposes. The additional authorized shares of Common Stock will allow us to take timely advantage of favorable strategic and capital management opportunities and market conditions, and to issue equity awards to employees, without the potential expense and delay of arranging a special meeting of stockholders in the future to obtain stockholder approval for a particular issuance, except as may be required by applicable law or the rules of Nasdaq. The Proposed Amendment will not have any immediate effect on the rights of existing stockholders; however, future issuances of shares of Common Stock or securities convertible into or exchangeable for Common Stock could have a dilutive effect on our earnings per share, book value per share and the voting power and interest of current stockholders. If the Proposed Amendment is approved and filed with the Secretary of State of

  152. Compensation Actually Paid and Revenue

    | | 2026 ANNUAL | | | PROXY STATEMENT |

  153. Compensation Actually Paid and Revenue

    Delaware, the additional shares of Common Stock proposed to be authorized, together with existing authorized and unissued shares of Common Stock, generally will be available for issuance without any requirement for further stockholder approval, except as may be required by applicable law or by the rules of Nasdaq. As is currently the case, our Board, in its discretion and subject to applicable law and stock exchange rules, would determine whether, when and on what terms to issue any shares of Common Stock. At present, we have no definitive plans, understandings, agreements or arrangements to issue additional shares of newly authorized Common Stock for any purpose, other than pursuant to our outstanding equity incentive plans. In addition, the Proposed Amendment could, in certain circumstances, make an attempt to acquire control of the Company more difficult. We are not at this time aware of any such attempts and we are not proposing the increase in the authorized number of shares of Common Stock with the intention of using the additional shares for anti-takeover purposes or in response to any third-party effort to acquire control of the Company. If stockholders approve the Proposed Amendment, which is attached hereto as Appendix B, it will become effective upon its filing with the Secretary of State of Delaware. The additional shares of Common Stock authorized by the Proposed Amendment, if and when issued, would have the same rights and privileges as the shares of Common Stock currently authorized. The Common Stock has no preemptive rights to purchase Common Stock or other securities. In addition, the Proposed Amendment does not provide dissenters’ or appraisal rights to our stockholders in connection with the proposed increase in the number of authorized shares of Common Stock. The Board reserves the right to abandon or delay the filing of the Proposed Amendment even if it is approved by our stockholders. Required Vote Approval of the Proposed Amendment requires the affirmative “FOR” vote of a majority of the shares cast with respect to this proposal. Abstentions and broker non-votes will have no effect on this proposal. The Board of Directors recommends a vote “FOR” the amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock from 70,000,000 shares to 140,000,000 shares.

  154. Compensation Actually Paid and Revenue

    | 2026 ANNUAL | | | PROXY STATEMENT | |

  155. Compensation Actually Paid and Revenue

    Proposal No. 5 – approval of AN amendment and restatement of the amended and restated 2023 omnibus incentive plan

  156. Compensation Actually Paid and Revenue

    | What am I voting on and how should I vote? | You are being asked to approve an amendment and restatement of the Amended and Restated 2023 Omnibus Incentive Plan, which increases the total number of shares of Common Stock authorized for issuance thereunder from 2,400,000 shares to 4,900,000 shares. We believe that the availability of the Amended and Restated 2023 Omnibus Incentive Plan is an important program for employee incentive and retention. The Board of Directors therefore recommends you vote “FOR” the amendment and restatement of the Amended and Restated 2023 Omnibus Incentive Plan. |

  157. Compensation Actually Paid and Revenue

    On March 12, 2026, the Board approved, subject to approval from our stockholders at the 2026 Annual Meeting, an amendment and restatement (the “Plan Amendment”) of the Amended and Restated 2023 Omnibus Incentive Plan (the “Omnibus Incentive Plan”) to increase the total number of shares of Common Stock authorized for issuance under the Omnibus Incentive Plan from 2,400,000 shares to 4,900,000 shares. The Plan Amendment, if approved by stockholders, would also extend the termination date of the Omnibus Incentive Plan (the tenth anniversary of the latest approval by stockholders) from April 27, 2033 to May 7, 2036. As of March 1, 2026, 1,170,692 shares remained available for future grants under the Omnibus Incentive Plan. Our Board of Directors believes that an additional 2,500,000 shares are necessary to meet our anticipated equity compensation needs. We operate in a highly competitive industry and business environment, and we believe our success depends on our ability to attract, incentivize and retain the best available personnel to help us compete and grow our business. Granting equity awards is crucial to recruiting and retaining such individuals. The Plan Amendment will provide flexibility to design compensatory awards responsive to the Company’s needs and contribute to long-term success by encouraging stock ownership among the Company’s officers, employees, non-employee directors and otherwise linking their compensation to stock price performance or the achievement of specified corporate objectives. If this proposal is approved by our stockholders, the Omnibus Incentive Plan as amended by the Plan Amendment, which is attached as Appendix C to this proxy statement, will become effective on May 7, 2026, thereby increasing the overall number of shares available for issuance under the Omnibus Incentive Plan by 2,500,000 and extending the termination date of the Omnibus Incentive Plan (the tenth anniversary of the latest approval by stockholders) from April 27, 2033 to May 7, 2036. If our stockholders do not approve this proposal, the Omnibus Incentive Plan will remain in effect in its current form, subject to its existing termination date (April 27, 2033). However, without approval of the Plan Amendment by our stockholders, there may be insufficient shares available under the Omnibus Incentive Plan to make annual and new hire grants in future years and the Compensation Committee could be required to revise its compensation philosophy and formulate other cash-based programs to attract, retain, and compensate eligible officers, employees and non-employee directors.

  158. Compensation Actually Paid and Revenue

    | | 2026 ANNUAL | | | PROXY STATEMENT |

  159. Dilution

    | | Number of | Percentage of | | | Shares | Shares Outstanding | | Shares subject to issued and outstanding equity awards under the 2023 Plan | 847,366 | 2.2% | | Shares subject to outstanding RSUs | 562,000 | 1.5% | | Shares subject to outstanding PSUs (1) | 285,366 | 0.8% | | Shares available for issuance under the 2023 Plan | 1,170,692 | 3.1% | | Current dilution | 2,018,058 | 5.3% | | Proposed additional shares available for issuance under the 2023 Plan | 2,500,000 | 6.6% | | Total projected dilution | 4,518,058 | 11.9% |