DEF 14A of Navitas Semiconductor Corp, May 11, 2026

DEF 14A of Navitas Semiconductor Corp

Filed May 11, 2026 · FY20250001104659-26-058742

Open on EDGAR

  1. and Proxy Statement

    | Stockholder Recommendations for Director Nominees | 14 | | Proposal 1 – Election of Directors | 15 | | Proposal 2 – Board Declassification Amendment Proposal | 16 | | EXECUTIVE OFFICERS | | | EXECUTIVE AND DIRECTOR COMPENSATION | | | Compensation Policies and Practices | 18 | | Summary Compensation Table for the Year Ended December 31, 2025 | 19 | | Compensation Arrangements with Named Executive Officers | 20 | | Annual Incentive Bonus | 21 | | Executive Severance Plan | 21 | | Outstanding Equity Awards at Fiscal Year End for the Year Ended December 31, 2025 | 23 | | Long-Term Incentive Performance Awards to Executive Officers | 23 | | Pay Versus Performance | 25 | | Non-Employee Director Compensation for the Year Ended December 31, 2025 | 28 | | Equity Compensation Plan Information | 29 | | Proposal 3 - Advisory Vote on Executive Compensation | 30 | | BENEFICIAL OWNERSHIP BY DIRECTORS, OFFICERS AND PRINCIPAL STOCKHOLDERS | 31 | | CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 33 | | Related Persons Transaction Policy | 36 | | INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | |

  2. Director Nominees

    Director Nominees Brian Long. Mr. Long is a Class II member of the Board whose term of office as a director is scheduled to expire at the Annual Meeting. Mr. Long has been a member of the Board since 2015. Mr. Long is a founder and has served as Managing Partner of Atlantic Bridge Capital, a venture capital firm, since 2004. Prior to that, he co-founded and from 1993 to 2003 served as Chief Executive Officer of CEVA (Parthus), a semiconductor company which went public. Mr. Long also co-founded and was chairman of GloNav Inc. (now part of NXP), from 2006 to 2008, which developed the first single-chip GPS solutions used on Samsung Galaxy mobile phones. Mr. Long is an investor and currently serves as a board member of various technology companies, including Intel Movidius since 2013, Quixey since 2012 and Hedvig Inc. since 2013. Previous investment and board seats include Maginatics, Inc. (now part of EMC), Ozmo Devices (now part of Atmel), BridgCo (now part of SMSC), Silicon Blue Technologies (now part of Lattice Semiconductor) and Osmetta Inc. (now part of Facebook). Mr. Long holds a Master’s Degree in Electronic Engineering from Trinity College, Dublin. We believe Mr. Long is qualified to serve on the Board based on his experience as a board member of technology companies and his investing experience. David Moxam. Mr. Moxam is a Class II member of the Board whose term of office as a director is scheduled to expire at the Annual Meeting. He has been a member of the Board since 2014. Mr. Moxam is a founder and has been the Managing Partner of Malibu IQ, LLC, a venture capital firm, since 2011. Malibu IQ was an original investor in Navitas. Mr. Moxam was a founder of Authentix, Inc., a global provider of authentication and information services to central banks and global pharmaceutical and energy companies, and served as its Chief Executive Officer from 2002 to 2012. Prior to Authentix, he was President of the Global Financial division of EDS Corp., which went public in 1996. He is the Executive Chairman and serves as a board director at AirStrip Technologies, Inc., the first FDA-accepted clinical decision support software platform for clinical care in hospitals. Mr. Moxam was a founding member of the board of directors at PeopleShores PBC, a technology services provider and impact sourcing partner for socially conscious corporations, since 2017. Mr. Moxam has received various recognitions, including the Queen’s Award for Enterprise in the U.K., and he was an Ernst & Young Entrepreneur of the Year for Technology in the U.S. Mr. Moxam holds graduate diplomas in Physics and Business Administration from Laurentian University in Canada and has participated in corporate executive programs with INSEAD, an international business school in France. We believe Mr. Moxam is qualified to serve based on his experience as a member of the Navitas Board and his executive and board level experience at disruptive technology companies. Dipender Saluja. Mr. Saluja is a Class II member of the Board whose term of office as a director is scheduled to expire at the Annual Meeting. He has been a member of the Board since 2015. Mr. Saluja has served as Managing Director of Capricorn Investment Group, an investment firm, since 2006. Prior to Capricorn Investment Group, he served in various operating roles at Cadence Design Systems, an electronic design company, from 1990 to 2006. Mr. Saluja currently serves on the boards of QuantumScape (NYSE: QS), Joby Aviation, Inc. (NYSE: JOBY) and several private companies. Mr. Saluja also currently serves as a Commissioner of the Global Commission to End Energy Poverty (GCEEP), on the leadership council of Cyclotron Road, on the Investment Advisory Committee of the PRIME Coalition, on the Investment Council of CalStart, and on the Advisory board of the Institute On The Environment. We believe Mr. Saluja is qualified to serve on the Board because of his extensive operational, management, strategy, investment and directorship experience, particularly in the areas of technology, electronics, semiconductors, transportation, renewable energy and cleantech.

  3. Continuing Directors

    Continuing Directors Richard J. Hendrix. Mr. Hendrix is a Class III member of the Board whose term of office as a director is scheduled to expire at the 2027 annual meeting of stockholders. Mr. Hendrix has been a member of the Board since October 2021. He has served as chair of the Board since April 2025 pursuant to the previously disclosed agreement of that date between the Company, on the one hand, and Ranbir Singh and SiCPower, LLC, on the other hand. Mr. Hendrix served as chief executive officer and a member of the board of directors of the Company’s predecessor entity (then named Live Oak Acquisition Corp. II) from August 2020 to the closing of the Business Combination (as defined below) in October 2021. Mr. Hendrix has been an operating executive for Crestview Advisors, a middle market focused private equity firm, since 2017. From January 2020 to December 2020, Mr. Hendrix served as an officer and director of Live Oak Acquisition Corp., a blank check company that consummated a business combination with Meredian Holdings Group, Inc., which was renamed Danimer Scientific, Inc. From January 2021 to March 2023, Mr. Hendrix was chief executive officer and a member of the board of directors of Live Oak Mobility Acquisition Corp., a blank check company that redeemed all of its outstanding public shares in March 2023. From February 2021 to November 2023, Mr. Hendrix was chief executive officer and a director of Live Oak Crestview Climate Acquisition Corp., a blank check company which redeemed its shares in 2023. Mr. Hendrix previously was an executive at FBR & Co., a capital markets firm, in a variety of roles from 1999 to 2008 and as chief executive officer from 2009 to FBR’s sale in 2017, including serving as chairman from 2012 to 2017. Prior to FBR, Mr. Hendrix was a Managing Director in PNC Capital Markets’ investment banking group and headed PNC’s asset-backed securities business. Mr. Hendrix received his B.S. in Finance from Miami University. We believe Mr. Hendrix is qualified to serve on the Board due to his extensive finance, investment and advisory background. Gregory M. Fischer. Mr. Fischer was appointed to a newly created Class III directorship in April 2026. Under the Certificate of Incorporation and Bylaws, directors who are appointed to fill newly created directorships hold office until the expiration of the director class to which they are appointed or the director’s earlier resignation or removal. Mr. Fischer’s term will expire and he will stand for re-election at the 2027 annual meeting of stockholders. Mr. Fischer currently serves as an independent director of Semtech Corporation (NASDAQ: SMTC) and is a member of the compensation, nomination and governance, and strategy and technology committees. Mr. Fischer most recently served as Senior Vice President and General Manager at Broadcom Inc., a public company and an American designer, developer, manufacturer, and global supplier of a wide range of semiconductor and infrastructure software products, from 2014 to May 2021, and as Vice President and General Manager of the Carrier Access Business from 2004 to 2014. Previously, Mr. Fischer served as Vice President and General Manager of the Video Products Business Unit at Conexant Systems, Inc., an American-based software developer and fabless semiconductor company, from 2002 to 2004, and as Director of Product Marketing and Business Development, from 1997 to 2002. Earlier in his career, he served as Manager of Corporate Business Development at Rockwell International Corporation (n/k/a Rockwell Automation, Inc.), a major American manufacturing conglomerate involved in aircraft, the space industry, defense and commercial electronics, components in the automotive industry, printing presses, avionics and industrial products, from 1994 to 1997, and served in several design engineering and program management positions at Rockwell Collins Avionics Co. (before being purchased by Raytheon Technologies Corporation), an avionics technology company, from 1985 to 1994. Mr. Fischer has served as an independent advisor to Gerson Lehrman Group, Inc., a professional services firm, since December 2021, and AlphaSights Ltd., an information services company specializing in connecting clients with experts. Mr. Fischer also serves on the advisory board of Syntiant Corp., an edge-AI neural processor and modeling company. Mr. Fischer earned a B.S. in Electrical Engineering from the Milwaukee School of Engineering and an M.B.A. from the University of Iowa. We believe Mr. Fischer is qualified to serve on the Board due to his extensive executive management and semiconductor industry leadership experience. Gary K. Wunderlich, Jr. Mr. Wunderlich is a Class III member of the Board whose term of office as a director is scheduled to expire at the 2027 annual meeting of stockholders. Since December 2023, Mr. Wunderlich has been President and CEO of PNFP Capital Markets, Inc. a wholly owned subsidiary of Pinnacle Financial Partners Inc (NASDAQ: PNFP). Mr. Wunderlich served as an officer of Live Oak Acquisition Corp. II from August 2020 to the consummation of the Business Combination (as defined below) on October 19, 2021. Since February 2022 Mr. Wunderlich has served as a Director of Valuence Merger Corp. I (NASDAQ: VMCA), a blank check company focused on combining with a merger target based in Asia (excluding China, Hong Kong and Macau). From February 2021 to November 2023, Mr. Wunderlich was President, Chief Financial Officer, Secretary and a member of the board of directors of Live Oak Crestview Climate Acquisition Corp., a blank check company which redeemed its shares in 2023. From January 2020 to December 2020, Mr. Wunderlich served as an officer of Live Oak Acquisition Corp., a blank check company that consummated a business combination with Meredian Holdings Group, Inc., which was renamed Danimer Scientific, Inc. Mr. Wunderlich is co-founder and managing partner of Live Oak Merchant Partners, a merchant bank providing capital and advisory services to middle market companies across a wide range of industries. Prior to co-founding Live Oak in 2019, Mr. Wunderlich was the founder and Chief Executive Officer of Wunderlich Securities, Inc., a full-service investment banking and brokerage firm, from 1996 until its merger in 2017 with B. Riley Financial, Inc. From 2016 to 2018 Mr. Wunderlich was a member of the Securities Industry and Financial Markets Association’s National Board of Directors. He was also a founding board member of the American Securities Association from its inception in 2016 until 2018. Mr. Wunderlich also served in various capacities with the Financial Industry Regulatory Authority including serving on the National Advisory Board, serving on the District 5 Committee as both a Member and Chairman, and serving as a Member of the National Membership Committee. Mr. Wunderlich received a B.A. in Economics from the University of Virginia and an M.B.A. from the University of Memphis. We believe Mr. Wunderlich is qualified to serve on the Board due to his extensive investment and securities background.

  4. Continuing Directors

    Davin D. Lee. Mr. Lee was appointed to a newly created Class III directorship in April 2026. Under the Certificate of Incorporation and Bylaws, directors who are appointed to fill newly created directorships hold office until the expiration of the director class to which they are appointed or the director’s earlier resignation or removal. Mr. Lee’s term will expire and he will stand for re-election at the 2027 annual meeting of stockholders. He currently serves as Senior Vice President and General Manager of Analog & Connectivity and Embedded Processing at Renesas Electronics Corporation (“Renesas”), an embedded semiconductor solution provider, a role he has held since January 2025. Prior to that, Mr. Lee served as Senior Vice President and General Manager of Analog & Connectivity at Renesas, a role he assumed in January 2024. Previously, he was Vice President and General Manager of the Advanced Analog Division at Renesas, appointed in August 2021, after joinin Renesas in August 2021 through the acquisition of Dialog Semiconductor PLC, where he was the Senior Vice President of the Advanced Mixed-Signal Business. Mr. Lee has also held executive-level management positions at numerous semiconductor companies including Scintera Networks, Intersil, Xicor, Altera and National Semiconductor. Mr. Lee holds a BSEE degree from the University of Texas at Austin and an MBA degree from Kellogg School of Management at Northwestern University. We believe Mr. Lee is a qualified Board member based on his extensive background in the semiconductor industry and his executive leadership experience. Chris Allexandre. Mr. Allexandre joined Navitas as President, Chief Executive Officer and Board member in September 2025. Mr. Allexandre is a seasoned semiconductor executive with over two decades of global leadership experience across Sales, Marketing, Operations, and Business Unit management. He has held senior executive roles at leading semiconductor companies including Texas Instruments, Fairchild (ON Semiconductor), NXP, IDT, and Renesas Electronics. Before joining Navitas, Mr. Allexandre served as Senior Vice President and General Manager of Power Division at Renesas, overseeing the company’s power management and discrete product lines ($2.5 billion in revenue). Prior to that, he was Chief Sales & Marketing Officer, leading Renesas’ global sales and marketing transformation. His earlier roles include SVP & Chief Sales, Marketing and business operations at IDT, NXP and Fairchild. He began his career at Texas Instruments, rising to VP of EMEA Regional Sales & Applications. Mr. Allexandre has worked across France, Germany, China, and the U.S., and has led global teams serving markets such as automotive, industrial, telecom, mobile, and cloud infrastructures. He has extensive experience in analog and power technologies. Known for driving strategic pivots and operational transformation, he brings a strong track record of financial performance and market expansion. He holds a Master of Science in Electrical Engineering from ISEN (Institut Supérieur de l’Électronique et du Numérique) in France and has been based in the Bay Area since 2013. He holds France and United States dual citizenship. We believe Mr. Allexandre is qualified to serve on the Board due to his extensive executive management and power management and semiconductor industry leadership experience as well as his deep knowledge of Navitas’ technology and business operations. Ranbir Singh. Dr. Singh was elected to a Class I directorship in November 2024 and was re-elected at the 2025 annual meeting of stockholders. Dr. Singh as previously a member of Navitas’ senior management team following the Company’s acquisition of GeneSiC Semiconductor Inc. (“GeneSiC”) on August 15, 2022, including as Executive Vice President, GeneSiC Business, until July 31, 2024. Dr. Singh was previously President and CEO of GeneSiC, which he founded in 2004. Prior to that he conducted research on silicon carbide (“SiC”) power devices, first at Cree Inc. (now Wolfspeed, Inc.) and then at the National Institutes of Standards and Testing (NIST). Dr. Singh has published on a wide range of SiC and power technology subjects, including PiN, JBS and Schottky diodes, MOSFETs, IGBTs, Thyristors and field-controlled thyristors. He received Ph.D. and M.S. degrees in Electrical and Computer Engineering from North Carolina State University and a B. Tech. degree from the Indian Institute of Technology, Delhi. We believe Dr. Singh is qualified to serve on the Board due to his leadership experience as founder and president of GeneSiC as well as his deep knowledge of silicon carbide technology and markets generally and GeneSiC’s technology and business specifically. Cristiano Amoruso. Mr. Amoruso was appointed as a Class I director in May 2025. Mr. Amoruso is a member of the audit committee and governance and sustainability committee. He is Managing Member and Portfolio Manager of Byreforge Management L.P., a New York- and London-based investment firm that seeks to drive long-term value at publicly listed companies by partnering with management and boards on a combination of operational and strategic improvements. Between 2023 and January 2025, Mr. Amoruso served as Chief Executive Officer of Suniva, Inc., the largest private U.S.-based manufacturer of solar photovoltaic semiconductors, where he architected and led its successful operational turnaround. Mr. Amoruso also served as director of Suniva from 2019 to January 2025. Mr. Amoruso also currently serves as a director of Magnachip Semiconductor Corporation (NYSE: MX) since January 2026. From 2015 to January 2025, Mr. Amoruso held senior investment roles at Lion Point Capital, L.P. and Starboard Value L.P. Mr. Amoruso holds an M.B.A. from Columbia Business School, and a Laurea (Bachelor’s Degree) from the University of Bari (Italy). We believe Mr. Amoruso is qualified to serve on the Board due to his extensive investment and advisory background, including in connection with products and technologies directly related to the Company’s businesses.

  5. Policies and Practices Related to Stock Option and Similar Awards in Proximity to Material Disclosures

    Policies and Practices Related to Stock Option and Similar Awards in Proximity to Material Disclosures In September 2022, we adopted a policy and procedures for granting equity-based awards, which applies to all equity-based awards to directors, officers, employees, and consultants under our equity plans, including stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance shares and performance units. The Navitas Semiconductor Corporation 2021 Equity Incentive Plan (the “Equity Plan”) provides for the issuance of restricted stock units and stock options. Virtually all of our equity-based awards consist of RSUs, with the exception of stock option grants issued in 2026 to certain members of the executive leadership team. In addition, three former executive officers received Long-Term Incentive Plan (“LTIP”) option awards in 2021 and 2022. The Company’s use of stock options is discussed below under “Executive and Director Compensation—Long-Term Incentive Performance Awards to Executive Officers.” During the fiscal year end December 31, 2025 we did not award stock options, stock appreciation rights or similar awards to any of our executive officers. Under the policy, it is the intent of the Company not to manipulate the timing of the public release of material information, or the timing of any equity-based award, with the intent of benefiting an award recipient. We have never timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  6. Board Meetings and Committees

    | ● | reviewing, and recommending to the Board for approval, the compensation of directors; |

  7. Board Meetings and Committees

    | ● | overseeing the administration our equity compensation plans. |

  8. Board Meetings and Committees

    Our compensation committee operates under a written charter approved by the Board which satisfies the applicable SEC rules and regulations and Nasdaq listing standards. A current copy of the charter is available on our website at https://ir.navitassemi.com/corporate-governance/documents-charters. This reference to our website does not include or incorporate by reference the information on that website into this proxy statement. The compensation committee generally reviews all elements of executive officer compensation in the first quarter of each year, in connection with the Company’s annual performance review process and the Board’s review of the Company’s performance in the previous year. As part of this review the committee receives reports from, and consults with, an independent compensation consultant regarding current benchmarks and customary compensation levels and practices by similarly situated companies. The committee considers recommendations of the chief executive officer regarding the elements of compensation of executive officers based on such benchmark information. The committee does not delegate to any other persons any of its authority over executive compensation under the committee’s charter. Governance and Sustainability Committee The members of our governance and sustainability committee are Brian Long (chair), Cristiano Amoruso, Davin D. Lee and Dipender Saluja. The Board has determined that each committee member satisfies the requirements for independence under the applicable rules and regulations of the SEC and Nasdaq. The nominating and governance committee is responsible for, among other things:

  9. Stockholder Recommendations for Director Nominees

    Stockholder Recommendations for Director Nominees The governance and sustainability committee will consider recommendations of qualified nominees by stockholders on a substantially similar basis as it considers other nominees. Stockholders who wish to recommend candidates directly to our governance and sustainability committee should send timely notice to the secretary of the Company at our principal executive offices at the address below, together with information about the director candidate and the stockholder making the recommendation that would otherwise be required by the terms of the Bylaws if the stockholder was nominating the individual for election to the Board. To be timely, a stockholder’s notice must be delivered to the secretary not less than 60 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting of stockholders. The committee may also request additional information concerning the director candidate that it deems reasonably required to determine the eligibility and qualification of the director candidate to serve on the Board. Recommendations should be sent by mail to the attention of the corporate secretary; see above under “Communications with the Board.”

  10. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS In accordance with the Certificate of Incorporation, the Board is currently divided into three classes with staggered three-year terms. As further described herein under Proposal 2 (the Board Declassification Amendment Proposal), the Board determined, as a matter of corporate governance best practice, to amend the Certificate of Incorporation to eliminate its classified structure and has submitted this amendment for approval by our stockholders at the Annual Meeting. For more information on the structure and composition of the Board, see “Board of Directors and Corporate Governance,” above. At the Annual Meeting, three nominees will be elected to the Board by the holders of our Class A common stock, each to serve for terms described in greater detail below.

  11. Nominees for Director

    Nominees for Director The Board has nominated each of Brian Long, David Moxam, and Dipender Saluja, who are current Class II directors, as nominees for re-election to the Board at the Annual Meeting. If elected, each of Mr. Long, Mr. Moxam, and Mr. Saluja will continue to serve as members of the Board as Class II directors until the 2029 annual meeting of stockholders and until their successors are elected and qualified; provided that if Proposal 2 is approved, their terms will expire at the 2027 annual meeting when their successors are elected and qualified as further provided in Proposal 2 below. For more information concerning the nominees, please see the biographical information in “Biographical Information for Directors,” above. Each of Mr. Long, Mr. Moxam, and Mr. Saluja have agreed to serve, if elected, and management has no reason to believe that any will be unavailable to serve. In the event a nominee is unable or declines to serve as a director at the time of the Annual Meeting, proxies will be voted for any nominee who may be proposed by the governance and sustainability committee and designated by the present Board to fill the vacancy. Proxies may not be voted for more than three nominees.

  12. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION

  13. Compensation Policies and Practices

    | What We Do | | What We Don’t Do | | | ☑ | Independent Compensation Committee. Our compensation committee is comprised solely of directors determined to be independent under applicable SEC and Nasdaq rules. | ☒ | No Hedging. We prohibit employees, including our executive officers, from engaging in transactions or arrangements that are intended to increase in value based on a decrease in value of Company stock. | | ☑ | Independent Compensation Advisor. Our compensation committee has engaged an independent compensation consultant to provide the committee with independent guidance and analysis. | ☒ | No Repricing. The Equity Plan prohibits repricing of out-of-the-money options or stock appreciation rights to a lower exercise or strike price without approval of our stockholders. | | ☑ | Annual Review. Our compensation committee annually reviews executive compensation against industry benchmarks and survey data, analyzed by the independent compensation advisor. | ☒ | No Excessive Perquisites. We do not generally provide perquisites to executives other than benefits with broad-based employee participation that are standard in our industry. | | ☑ | Pay-for-Performance Approach. A majority of our executive officers’ total compensation is subject to annual as well as long-term performance conditions. | ☒ | No Defined Benefit Plan or SERP. We do not provide a defined benefit plan or Supplemental Executive Retirement Plan (SERP). | | ☑ | Clawback Policy. The Board has implemented a clawback policy to recoup any elements of incentive compensation in the event of a financial restatement involving performance measures upon which compensation was paid. | ☒ | No Change-of-Control Gross-Ups. We do not provide excise tax gross-ups related to a change of control of the Company. |

  14. Summary Compensation Table for the Year Ended December 31, 2025

    Summary Compensation Table for the Year Ended December 31, 2025 The following table sets forth information concerning the compensation earned for the years indicated by (i) each person who served as chief executive officer of the Company during 2025, (ii) the most highly compensated executive officer in 2025 other than the chief executive officer, who were serving as executive officer at the end of 2025 (our “named executive officers” or “NEOs”), and (iii) one person for whom disclosure would have been provided but for the fact that the individual was not serving as an executive officer at the end of 2025.

  15. Summary Compensation Table for the Year Ended December 31, 2025

    | | | | | Stock | All Other | | | | Fiscal | Salary | Bonus | Awards | Compensation | Total | | Name and principal position | Year | ($) | ($) | ($)(1) | ($)(2) | ($) | | Chris Allexandre(3) | 2025 | 173,333 | — | 4,823,438 | — | 4,996,771 | | President and Chief Executive Officer | | | | | | | | Todd Glickman(4) | 2025 | 315,834 | — | 1,598,955 | 2,263 | 1,917,052 | | Former Sr. V.P., Chief Financial Officer and Treasurer | 2024 | 316,949 | — | 325,998 | 12,840 | 655,787 | | Gene Sheridan(5) | 2025 | 387,744 | — | 170,535 | 803,873 | 1,362,152 | | Former President and Chief Executive Officer | 2024 | 565,125 | — | — | 13,962 | 579,087 | | Daniel M. Kinzer(6) | 2025 | 161,616 | 30,858(7) | — | 265,000 | 457,747 | | Former Chief Operating Officer and Chief Technology Officer | 2024 | 462,375 | — | — | 13,905 | 476,280 |

  16. Summary Compensation Table for the Year Ended December 31, 2025

    (1) Amounts in this column reflect the grant date fair value of awards of restricted share units (“RSUs”) of our Class A common stock granted during 2025 and 2024 computed in accordance with Financial Accounting Standards Board ASC Topic 718. The assumptions on which this valuation is based are set forth in Note 10 to the audited financial statements included in the 2025 Annual Report. (2) Amounts for 2025 for each of Mr. Glickman and Mr. Sheridan reflect matching contributions to the Company’s management deferred compensation plan, matching contributions to the Company’s 401(k) Plan and premiums for officer’s life insurance. The amount for Mr. Sheridan also reflects $800,000 received in severance and in connection with consulting services provided to the Company during 2025. The amount for Mr. Kinzer reflects severance payments received during 2025. (3) Mr. Allexandre commenced service as our President, Chief Executive Officer, and a director in August 2025. (4) Mr. Glickman and the Company announced their mutual decision regarding his departure as Senior Vice President, Chief Financial Officer and Treasurer of the Company in order for Mr. Glickman to pursue new opportunities in February 2026. See “Certain Relationships and Related Person Transactions—CFO Transition Arrangements with Todd Glickman” below for a discussion of the compensation arrangements in connection with his resignation. (5) Mr. Sheridan resigned from his positions as President, Chief Executive Officer, and a director of the Company effective in August 2025. See “Certain Relationships and Related Person Transactions—CEO Transition Agreement with Mr. Sheridan” below for a discussion of the compensation arrangements in connection with his resignation. (6) Mr. Kinzer resigned from his positions as Chief Operating Officer, Chief Technology, and a director of the Company effective in May 2025. See “Certain Relationships and Related Person Transactions—Resignation Agreement with Mr. Kinzer” below for a discussion of the compensation arrangements in connection with his resignation. (7) Reflects a pro rata annual bonus for the portion of the calendar year during which Mr. Kinzer was employed by the Company.

  17. Outstanding Equity Awards at Fiscal Year End for the Year Ended December 31, 2025

    Outstanding Equity Awards at Fiscal Year End for the Year Ended December 31, 2025 The following table provides information on all outstanding option and stock awards held by our named executive officers as of December 31, 2025.

  18. Outstanding Equity Awards at Fiscal Year End for the Year Ended December 31, 2025

    | | | Option Awards | | | | Stock awards | | | Name | Grant date | Number of securities underlying unexercised options (#) exercisable | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#)(1) | Option exercise price per share ($) | Option expiration date | Number of shares or units of stock that have not vested (#)(1) | Market value of shares or units of stock that have not vested ($)(2) | | Chris Allexandre | 9/3/2025 | — | — | — | — | 800,000(3) | 5,712,000 | | Todd Glickman(7) | 4/23/2025 | — | — | — | — | 634,584(4) | 4,530,930 | | | 2/1/2024 | — | — | — | — | 37,500(5) | 267,750 | | | 4/25/2022 | — | — | — | — | 20,136(6) | 143,771 | | Gene Sheridan(8) | — | — | — | — | — | — | — | | Daniel M. Kinzer(8) | — | — | — | — | — | — | — |

  19. Outstanding Equity Awards at Fiscal Year End for the Year Ended December 31, 2025

    (1) Amounts in this column consists of unvested RSUs. Upon vesting, these RSUs will convert to an equal number of shares of our Class A common stock. (2) Represents the value of all unvested RSUs as of December 31, 2025. The value is computed by multiplying all unvested RSUs by $7.14, the closing price of our Class A common stock on December 31, 2025. (3) Reflects RSUs scheduled to vest in increments of one-third on each of August 20, 2027, 2028 and 2029. (4) Reflects RSUs scheduled to vest in increments of one-third on each of March 13, 2026, September 20, 2027, and September 20, 2028. (5) Reflects RSUs scheduled to vest in increments of one-third on each of January 20, 2026, January 20, 2027, and January 20, 2028. (6) Reflects RSUs scheduled to vest in January 20, 2026. (7) As previously disclosed, in February 2026, Mr. Glickman and the Company announced their mutual decision regarding Mr. Glickman’s departure. (8) As previously disclosed, each of Mr. Sheridan and Mr. Kinzer resigned from their positions with the Company during 2025. As a result of such resignations, their LTIP awards terminated in accordance with their terms.

  20. Pay Versus Performance

    Pay Versus Performance The following table shows (i) the total compensation reported for our CEO and the average total compensation reported for our other named executive officers, or “NEOs,” for the past three fiscal years, as reported in the summary compensation table; (ii) the “compensation actually paid” or “CAP” to our CEO and the average CAP to our other NEOs in the corresponding year; (iii) our cumulative total stockholder return or “TSR”; and (iv) our net income for each year, in each case calculated and presented according to SEC rules. For 2025, we have calculated CEO compensation using the pro-rata compensation of Gene Sheridan, our former President and Chief Executive Officer, and Mr. Allexandre, our current President and Chief Executive Officer. Further, whereas amounts shown in the Summary Compensation Table for the Year Ended December 31, 2025 above reflect fair values of equity awards on the applicable grant dates, the SEC rules governing “pay-versus-performance” disclosure aim to show the relationship between CAP and financial performance in a given year, taking into account changes in the value of equity awards from year to year. CAP calculations are described in further detail in note 2 below, which includes reconciliations to amounts shown in the summary compensation table.

  21. Pay Versus Performance

    | Year (a) | Summary Compensation Table Total for First PEO ($) (b)(1) | Compensation Actually Paid to First PEO ($) (c)(2) | Summary Compensation Table Total for Second PEO ($) (d)(1) | Compensation Actually Paid to Second PEO ($) (e)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (f)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($) (g)(2) | Total Shareholder Return (TSR) ($) (h) | Net Income / Loss ($) (i)(3) | | 2025 | 4,996,820 | 5,885,381 | 1,362,152 | 503,211 | 1,187,263 | 3,144,237 | 203.42 | (116,953,000) | | 2024 | 0 | 0 | 579,087 | (6,008,951) | 566,034 | (1,936,899) | 101.71 | (84,599,000) | | 2023 | 0 | 0 | 1,060,001 | 11,764,262 | 669,455 | 4,744,960 | 229.91 | (145,433,000) |

  22. Pay Versus Performance

    (1) Amounts shown in column (b) reflect total compensation reported for our current President and Chief Executive Officer, Mr. Allexandre, for the year during which he was employed by the Company as reflected in the Summary Compensation Table for the Year Ended December 31, 2025, and amounts shown in column (d) reflect total compensation reported for our former President and Chief Executive Officer, Mr. Sheridan, for each year in the Summary Compensation Table for the Year Ended December 31, 2025. Amounts shown in column (f) reflect the average amount of total compensation reported for our non-CEO NEOs in the corresponding year, as reflected in the applicable row of Summary Compensation Table for the Year Ended December 31, 2025. For all years, we have provided “scaled disclosure” of our executive compensation in compliance with SEC rules applicable to smaller reporting companies. For 2025, the non-CEO NEOs were Todd Glickman and Daniel M. Kinzer. For 2024, the non-CEO NEOs were Mr. Glickman and Mr. Kinzer; refer to the summary compensation table on page 17 of the definitive proxy statement on Schedule 14A for our 2024 annual stockholders’ meeting, filed with the SEC on May 29, 2025. For 2023, the non-CEO NEOs were Mr. Kinzer and Ranbir Singh; refer to the summary compensation table on page 17 of the definitive proxy statement on Schedule 14A for our 2023 annual stockholders’ meeting, filed with the SEC on April 26, 2024. (2) Amounts shown in columns (c), (e), and (g) represent “compensation actually paid” or “CAP” to our each of our CEOs, as applicable, and the average CAP to our non-CEO NEOs for the corresponding year. The calculation of CAP according to SEC rules, and reconciliations to total amounts reported in the applicable summary compensation table, are shown in the table below. CAP does not necessarily represent cash or equity value transferred to an NEO without restriction, but rather is a value calculated according to SEC rules by adding or subtracting the accounting values shown below. We do not have a defined benefit plan, so no adjustment for pension benefits is included. Similarly, no dividends or other earnings have been paid on stock or on equity awards, so no adjustments are included for those items. Fair values were computed in accordance with Financial Accounting Standards Board ASC Topic 718, Stock Compensation, as of the dates indicated below.

  23. Pay Versus Performance

    | | 2025 | | | | 2024 | | 2023 | | | (amounts in ($)) | First CEO | Second CEO | Other NEOs (Average) | | CEO | Other NEOs (Average) | CEO | Other NEOs (Average) | | NEOs included in average | Allexandre | Sheridan | | Glickman, Kinzer | Sheridan | Kinzer, Glickman | Sheridan | Kinzer, Singh | | Total reported in summary compensation table | 4,996,820 | 1,362,152 | | 1,187,263 | 579,087 | 566,034 | 1,060,001 | 669,455 | | (Subtract) grant date fair value of equity awards included in summary compensation table total | (4,823,438) | (170,535) | ($ | 799,477) | — | (162,999) | (504,970) | (251,197) | | Add year-end fair value of equity awards granted in the reported year that were unvested at year-end | 5,712,000 | — | | 2,265,465 | — | — | — | — | | Add (subtract) change in fair value of prior-year awards that did not vest during the reported year, from the end of the prior year to the end of the reported year | — | — | | 102,880 | (2,551,250) | (1,366,237) | 6,417,470 | 3,329,369 | | Add (subtract) change in fair value of prior-year awards that vested during the reported year, from the end of the prior year to the vesting date | — | — | | (5,059) | 504,972 | 237,259 | 4,541,760 | 908,352 | | Add fair value of awards that were granted and vested in the reported year, as of the vesting date | — | 120,844 | | 797,789 | (4,541,760) | (1,210,955) | 250,001 | 88,981 | | (Subtract) fair value of awards granted in prior fiscal years that failed to meet vesting conditions in the reported year | — | (809,250) | | (404,625) | — | — | — | — | | Compensation actually paid (CAP) | 5,885,381 | 503,211 | | 3,144,237 | (6,008,951) | (1,936,899) | 11,764,262 | 4,744,960 |

  24. Pay Versus Performance

    (3) Net income in each year was significantly affected by non-operating gains and losses. Specifically, net income in 2025, 2024 and 2023 included a loss of $12.4 million, a gain of $36.6 million and a loss of $33.8 million, respectively, resulting from changes in the fair value of earnout liabilities. For more information, see our consolidated financial statements included in Item 8 of Part II of our 2025 Annual Report and our annual reports on Form 10-K for the years ended December 31, 2024 and 2023, filed with the SEC on March 19, 2025, as amended by Amendment No. 1 thereto, filed with the SEC on May 1, 2025, and March 6, 2024, as amended by Amendment No. 1 thereto, filed with the SEC on July 23, 2024, respectively. The charts below show, for the past three years, the relationships between compensation actually paid (CAP) and cumulative total stockholder return, and between CAP and net income. Note that changes in CEO CAP from year to year result from the relationship between the fair values of Mr. Sheridan’s outstanding LTIP option award and stock price movement. For additional information about the LTIP award, see “Outstanding Equity Awards for Year Ended December 31, 2025” and “Long-Term Incentive Performance Awards to Executive Officers,” above.

  25. Non-employee Director Compensation for the Year Ended December 31, 2025

    Non-employee Director Compensation for the Year Ended December 31, 2025 The following table sets forth information concerning the compensation of our non-employee directors for the year ended December 31, 2025. The compensation of former directors, Mr. Sheridan and Mr. Kinzer, each of whom served as an employee of the Company at the time of their Board service, and of Mr. Allexandre, who is an employee of the Company, is fully reflected in the summary compensation table and related discussion above. Employee directors do not receive additional compensation for their service as directors.

  26. Non-employee Director Compensation for the Year Ended December 31, 2025

    | Non-employee director | Fees earned or paid in cash ($)(1) | Stock awards ($)(2) | Total ($) | | Cristiano Amoruso(3) | 35,779 | 156,421 | 175,779 | | Brian Long | 71,508 | 140,000 | 211,508 | | Richard J. Hendrix | 87,061 | 140,000 | 227,061 | | David Moxam | 75,172 | 140,000 | 215,172 | | Dipender Saluja(4) | 39,049 | 140,000 | 179,049 | | Ranbir Singh | 55,343 | 140,000 | 195,343 | | Gary K. Wunderlich, Jr. | 56,603 | 140,000 | 196,603 | | Gregory M. Fischer | — | — | — | | Davin D. Lee | — | — | — |

  27. Non-employee Director Compensation for the Year Ended December 31, 2025

    | (1) Reflects the total amount of annual fees for the applicable roles set forth in the table below. Cash fees are paid to non-employee directors on a quarterly basis in arrears. The following components of non-employee director compensation were approved by the Board based on advice received from the Company’s compensation consultant. Committee chairs receive two times the fee paid to other committee members. |

  28. Non-employee Director Compensation for the Year Ended December 31, 2025

    | Component | Fee Per Year | | Non-employee director annual retainer | $45,000 | | Lead independent director | $20,000 | | Audit committee member (chair paid 2x) | $10,000 | | Compensation committee member (chair paid 2x) | $7,500 | | Governance and sustainability committee member (chair paid 2x) | $5,000 | | Executive Steering Committee member (chair paid 2x) | $7,500 |

  29. Non-employee Director Compensation for the Year Ended December 31, 2025

    | (2) Amounts in this column reflect the grant date fair value of awards of restricted share units of Class A common stock granted during 2025 computed in accordance with Financial Accounting Standards Board ASC Topic 718. Reflects awards of 22,048 RSUs for the 2025-2026 Board term, which were granted to each non-employee director on August 6, 2025. Under Navitas’ non-employee director compensation program, non-employee directors receive annual RSU grants with an aggregate fair market value on the grant date of $140,000. Awards are granted under and subject to the Equity Plan and customary award agreements under the Equity Plan. Unless modified or rescinded by the Board before the grant date, RSU awards are granted automatically to re-elected and continuing non-employee directors on the date of the annual meeting of stockholders. Awards vest in full immediately prior to the director election at the subsequent annual meeting of stockholders, subject to the director’s continued service on the Board at that time and provided the subsequent meeting is held within 30 days of the anniversary of the previous year’s meeting (otherwise the awards vest one year following the grant date, subject to the director’s continued service at that time). Vesting results in the delivery of one share of our Class A common stock on or promptly following the vesting date, subject to the terms and conditions of the Equity Plan and applicable Company policies. The Board retains the discretion to rescind or limit non-employee director RSU awards prior to the grant date, or to modify the non-employee director compensation program. |

  30. Non-employee Director Compensation for the Year Ended December 31, 2025

    | (3) Cash amount is prorated to reflect the portion of 2025 during which Mr. Amoruso was a member of Board. Mr. Amoruso’s stock awards also reflect the issuance of an additional 2,586 shares of our Class A common stock with a grant date fair value of $16,421, as pro-rata compensation for the remaining portion of the 2024-2025 Board year following his mid-year appointment. |

  31. Non-employee Director Compensation for the Year Ended December 31, 2025

    | (4) Mr. Saluja elected to receive shares of our Class A common stock in lieu of annual cash fees. |