DEF 14A of Ambiq Micro, Inc., Apr 22, 2026

DEF 14A of Ambiq Micro, Inc.

Filed Apr 22, 2026 · FY20250001193125-26-170349

Open on EDGAR

  1. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    PROPOSAL NO. 1 ELECTION OF DIRECTORS Our Board of Directors is divided into three classes. Currently, we have two directors in Class I, two directors in Class II and three directors in Class III, with each class of directors serving a staggered three-year term. Vacancies on the Board of Directors may be filled only by the affirmative vote of the majority of directors then in office, even if less than a quorum of the Board of Directors. A director elected by the Board of Directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, will serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified or such director’s earlier death, resignation or removal. The Board of Directors presently has seven members. There are two directors in the class whose term of office expires in 2026, Mr. Timothy Chen and Dr. Ker Zhang. If elected at the Annual Meeting, each nominee would serve until the 2029 annual meeting of stockholders or until his successor has been duly elected and qualified or such director’s earlier death, resignation or removal. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of each of the nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by Ambiq. Each person nominated for election has consented to being named as a nominee in this proxy statement and has agreed to serve if elected. We have no reason to believe that any nominee will be unable or decline to serve if elected. The following includes a brief biography of each nominee for director and each of our other current directors, including their respective ages, as of April 13, 2026. Each biography includes information regarding the specific experience, qualifications, attributes or skills that led the Nominating and Corporate Governance Committee and the Board of Directors to determine that the applicable nominee or other current director should serve as a member of the Board of Directors. No director or executive officer is related by blood, marriage, or adoption to any other director or executive officer. No arrangements or understandings exist between any director and any other person pursuant to which such person was selected as a director or nominee.

  2. Class I Director Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting

    Class I Director Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting Timothy Chen, age 52, has been a member of our Board of Directors since November 2023. Mr. Chen is a founding partner of ACHI and KQ Capital, and has served as the CEO of an international division of VIA Technologies, Inc., an integrated circuit manufacturer, since September 2015. Prior to serving as CEO, Mr. Chen was the Head of Sales and Business Development at the same division of VIA Technologies, where he began in 2007. From October 2019 to February 2022, Mr. Chen served as Chairman for VIA Telecom, a CDMA alternative chip supplier to Qualcomm, Inc. In addition, Mr. Chen served as Chief Financial Officer of PTK Acquisition Corp. from July 2020 until September 2021, when they announced a SPAC business combination with Valens Semiconductor, Ltd., resulting in their listing on the NYSE. In December 2014, Mr. Chen founded EMQ, an Asian cross-border startup developing global payment network solutions, where he now serves as Chairman and board member. In addition to his executive leadership experience, Mr. Chen holds several key board positions within the technology and media sectors. In March 2026, Mr. Chen joined the board of directors of DayOneDC, a global data center operator. He also serves as a board member of VIA Labs and CatchPlay, a leading Taiwanese multimedia and digital content provider. Mr. Chen holds a degree in Engineering from the University of California Berkeley. We believe that Mr. Chen’s extensive experience in hardware engineering, his deep expertise in the semiconductor industry, and his track record in global investment and corporate leadership qualify him to serve on our Board of Directors. Ker Zhang, Ph.D., age 63, has been a member of our Board of Directors since January 2017. Dr. Zhang is a technology expert with over 30 years of HardTech experience as an engineer, executive, entrepreneur, CEO, Chairman, and investor. Since January 2025, Dr. Zhang has served as Chairman of Crossbar Inc., a Kleiner Perkins portfolio company that develops innovative memory technology; previously, he served as Executive Chairman from April 2019 and as interim CEO from July 2020 through January 2025. Until April 2025, Dr. Zhang also advised Intel Capital and previously served on the board of Keyssa, Inc., a wireless transfer technology company, on behalf of Intel. From September 2021 to December 2022, Dr. Zhang served on the board of directors of Valens Semiconductor Co. In addition, from February 2018 to September 2023, Dr. Zhang was an Entrepreneur In Residence at Kleiner Perkins. Furthermore, he was Vice President and General Manager of Intel’s CDMA product and development group from October 2015 to February 2018 and CEO of VIA Telecom from 2002 until it was acquired by Intel in 2015. Dr. Zhang holds an M.S. in physics from the University of Massachusetts and a Ph.D. in Electrical Engineering from Worcester Polytechnic Institute and is a named inventor on three patents. We believe that Dr. Zhang’s experience and expertise in hardware engineering and years of senior management experience qualify him to serve on our Board of Directors.

  3. The Board of Directors Recommends

    The Board of Directors Recommends

  4. a Vote “For” the election of the Class I directors.

    a Vote “For” the election of the Class I directors.

  5. Class II Directors Continuing in Office Until the 2027 Annual Meeting

    Class II Directors Continuing in Office Until the 2027 Annual Meeting Wen Hsieh, Ph.D., age 53, has been a member of our Board of Directors since November 2014 and has served as the Chairman of our Board of Directors since July 2025. Dr. Hsieh co-founded Matter Venture Partners (“MVP”) in January 2023. MVP is a Silicon Valley-based HardTech venture fund focused on early-stage investments in semiconductors, robotics/Robotics-as-a-Service, AI infrastructure, on-body AI, quantum computing, manufacturing tech, energy building blocks and automation tools for life sciences. Dr. Hsieh has extensive experience serving on the boards of directors of technology companies, including ŌURA, a smart fitness technology developer, since October 2025, and Desktop Metal, a 3D printing system manufacturer, from April 2016 to February 2025 (NYSE: DM). Dr. Hsieh has served on the board of directors of Amprius Technologies, Inc. (NYSE: AMPX), a lithium-ion battery manufacturer, since April 2011. Prior to MVP, Dr. Hsieh was a General Partner of Kleiner Perkins from February 2006 to January 2023, where he led the HardTech practice. Before joining Kleiner Perkins, Dr. Hsieh was an Associate Principal at McKinsey & Co. San Francisco, and a leader of McKinsey’s semiconductor practice. Prior to McKinsey, Dr. Hsieh founded OnChip Technologies, a startup developing MEMS microfluidic biochips. He earned a B.S. with honors, an M.S. and Ph.D. in electrical engineering, plus a Ph.D. minor in biology, all from the California Institute of Technology. We believe that Dr. Hsieh’s extensive experience as an investor in the semiconductor and other HardTech industries, as well as his experience serving on boards of directors of various technology companies qualifies him to serve on our Board of Directors. Joseph Tautges, age 50, has been a member of our Board of Directors since November 2022. Since January 2026, Mr. Tautges has provided consulting services to a global provider of payment technology and software solutions, and from March 2024 to January 2026, Mr. Tautges served as EVP and Chief Operating Officer at Worldpay Inc., a financial services technology company, until its acquisition by Global Payments Inc. Mr. Tautges previously served as the Executive Vice President, Chief Operating Officer of CDK Global, a digital solutions provider for automotive and heavy truck dealerships, from January 2021 to July 2022, and as its Executive Vice President, Chief Financial Officer from August 2017 to January 2021. Prior to joining CDK, Mr. Tautges served as the division Chief Financial Officer of the $18 billion Enterprise Services segment of Hewlett Packard Enterprise (“HPE”) from May 2014 to April 2017. Prior to HPE, Mr. Tautges held various levels of increasing responsibility in both operations and financial management with Sears Holdings from 2011 to 2014 and Aon Hewitt from 2002 to 2011. Mr. Tautges is a Certified Public Accountant. Mr. Tautges holds a degree in accountancy from Northern Illinois University. We believe that Mr. Tautges’ decades of experience in various leadership roles at CDK Global and HPE and his experience as a COO and CFO qualify him well to serve on our Board of Directors.

  6. Class III Directors Continuing in Office Until the 2028 Annual Meeting

    Class III Directors Continuing in Office Until the 2028 Annual Meeting Bernard B. Banks, Ph.D., age 62, has been a member of our Board of Directors since January 2026. Dr. Banks has served on the board of directors of Customers Bancorp, Inc., since January 2022 (NYSE: CUBI). Dr. Banks is the Director of Rice University’s Doerr Institute for New Leaders where he oversees leader development initiatives for all Rice University students. Prior to joining the Doerr Institute in January 2024, he served on the senior leadership team and faculty at Northwestern University’s Kellogg School of Management from August 2016 until December 2023. A former career military officer who led organizations ranging in size from 10 to over 3000 people, Dr. Banks served on active duty in the United States Army for 29 years and retired with the rank of Brigadier General. Dr. Banks earned his Ph.D. in social-organizational psychology from Columbia University. He also holds graduate degrees from Northwestern University (MBA), Harvard University (MPA), Central Michigan University (MSA), US Army War College (MSS), and Columbia University (MA and MPhil). We believe that Dr. Banks’ experience in leadership development qualifies him to serve on our Board of Directors. Fumihide Esaka, age 62, has served as our Chief Executive Officer and as a member of our Board of Directors since December 2015 and served as Chairman of our Board of Directors from November 2016 to July 2025. Prior to joining Ambiq, Mr. Esaka served as chief executive officer of Transphorm Inc., a global semiconductor development company, from June 2013 to November 2015 and president and chief executive officer of Nihon Inter Electronics Corporation from June 2010 to June 2013. Mr. Esaka holds a B.A. in electrical engineering and computer science from the University of California San Diego. We believe that Mr. Esaka’s current role as our Chief Executive Officer and his extensive executive leadership and management experience at semiconductor companies qualify him to serve on our Board of Directors. Scott Hanson, Ph.D., age 42, founded Ambiq and has served as our Chief Technology Officer since February 2013 and our Secretary since June 2015. Previously, Dr. Hanson served as our Chief Executive Officer from January 2010 to January 2013. Dr. Hanson has served on our Board of Directors since January 2010. Dr. Hanson has won numerous awards, including the ECE Alumni Rising Star Award and Arbor Networks Ph.D. Research Impact Award from University of Michigan. Dr. Hanson holds a BSE in electrical engineering, a MSE in electrical engineering and a Ph.D. in electrical engineering from the University of Michigan. We believe that Dr. Hanson’s role as our founder and Chief Technology Officer and his extensive knowledge of our technology qualify him to serve on our Board of Directors.

  7. Summary Compensation Table

    Summary Compensation Table The following table presents all of the compensation awarded to, or earned by, our named executive officers during the fiscal years ended December 31, 2025 and 2024.

  8. Summary Compensation Table

    | Name and Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Fumihide Esaka | 2025 | 832,166 | 513,800 | 4,746,040 | — | 179,298 | 6,271,304 | | Chief Executive Officer | 2024 | 614,000 | 518,000 | — | 1,434,119 | 178,557 | 2,744,676 | | Jeff Winzeler(4) | 2025 | 270,979 | 360,073 | 1,563,157 | 1,992,909 | 20,000 | 4,207,118 | | Chief Financial Officer | 2024 | — | — | — | — | — | — | | Scott Hanson, Ph.D. | 2025 | 433,506 | 413,540 | 2,487,748 | — | — | 3,334,794 | | Chief Technology Officer | 2024 | 410,000 | 184,000 | — | 618,281 | 4,100 | 1,216,381 |

  9. Summary Compensation Table

    (1) The amounts disclosed represent (i) discretionary annual performance bonuses of $185,800, $40,073 and $85,540 to Mr. Fumihide Esaka, Mr. Jeff Winzeler and Dr. Scott Hanson, respectively, (ii) one-time cash bonuses of $328,000, $120,000 and $328,000 to Mr. Fumihide Esaka, Mr. Jeff Winzeler and Dr. Scott Hanson, respectively, which were awarded in recognition of each executive officer’s contributions during our IPO and to ensure retention of such key executives and (iii) for Mr. Jeff Winzeler, a $200,000 sign on bonus. (2) The amounts disclosed represent the aggregate grant date fair value of the awards granted to our named executive officers during 2025 under our 2020 Equity Incentive Plan (the “2020 Plan”) or our 2025 Equity Incentive Plan (the “2025 Plan”), as computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 718. With respect to Mr. Winzeler, $498,635 of the amount disclosed in the “Option Awards” column represents the incremental fair value, computed in accordance with FASB ASC Topic 718, attributable to the modification of options previously granted to Mr. Winzeler, as described below. The assumptions used in calculating are set forth in Note 12 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. The amounts disclosed do not reflect the actual economic value that may be realized by the named executive officers. (3) The amounts disclosed represent: (i) for Mr. Fumihide Esaka, $50,000 of U.S. housing allowance, $69,480 for Singapore housing allowance, $42,000 for Singapore car allowance and $17,818 for Singapore health insurance, and (ii) for Mr. Jeff Winzeler, $20,000 for a relocation bonus. (4) Mr. Jeff Winzeler became the Company’s Chief Financial Officer in June 2025. Mr. Jeff Winzeler was not a named executive officer in 2024.

  10. Outstanding Equity Awards as of December 31, 2025

    Outstanding Equity Awards as of December 31, 2025 The following table sets forth information concerning outstanding equity-based incentive awards held by our named executive officers as of December 31, 2025.

  11. Outstanding Equity Awards as of December 31, 2025

    | | | | Option Awards | | | | | Stock Awards | | | | Name | Grant Date(1) | Vesting Commencement Date | Number of Securities Underlying Options (#) Exercisable | Number of Securities Underlying Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Grant Date | Vesting Commencement Date | Number of Shares or Units of Stock that Have Not Vested (#)(2) | Market Value of Shares or Units of Stock that Have Not Vested ($)(3) | | Fumihide Esaka | 02/21/2019 | 02/21/2019 | 204,469 | — | 8.12 | 02/20/2029 | | | | | | | 05/26/2021 | 05/26/2021 | 121,943 | — | 12.60 | 05/25/2031 | | | | | | | 07/21/2024 | 01/01/2023 | 139,378 | 51,766(4) | 12.60 | 07/20/2034 | | | | | | | | | | | | | 10/02/2025 | 10/01/2025 | 159,907 | 4,557,350 | | Jeff Winzeler | 06/10/2025 | 06/02/2025 | 47,619 | 95,238(5) | 16.80 | 06/09/2035 | | | | | | | | | | | | | 10/02/2025 | 10/01/2025 | 52,667 | 1,501,010 | | Scott Hanson, Ph.D. | 10/02/2018 | 08/16/2018 | 87,578 | — | 8.12 | 10/01/2028 | | | | | | | 02/21/2019 | 02/21/2019 | 138,558 | — | 8.12 | 02/20/2029 | | | | | | | 05/26/2021 | 05/26/2021 | 116,878 | — | 12.60 | 05/25/2031 | | | | | | | 07/21/2024 | 01/01/2023 | 52,084 | 19,344(4) | 12.60 | 07/20/2034 | | | | | | | | | | | | | 10/02/2025 | 10/01/2025 | 83,819 | 2,388,842 |

  12. Outstanding Equity Awards as of December 31, 2025

    (1) Options shown in the table with grant dates before 2020 were granted under our 2010 Equity Incentive Plan (the “2010 Plan”) and options shown in the table with grant dates from January 1, 2021 to July 30, 2025 were granted under our 2020 Plan. (2) The RSUs shown in this table were granted under our 2025 Plan. 25% of the shares subject to the RSU awards disclosed in this column will vest on October 1, 2026, and 1/12 of the remaining unvested shares subject to the RSU awards will vest quarterly thereafter, subject to the named executive officer’s continuous services with us. (3) Amounts reported in this column are equal to the closing price of the Company’s common stock as of December 31, 2025, which was $28.50, multiplied by the number of RSUs that were outstanding and unvested as of December 31, 2025. (4) 25% of the shares subject to the options vest on the one-year anniversary of the vesting commencement date and thereafter the remaining 75% of the options vest in equal monthly installments over thirty-six months, subject to the named executive officer’s continuous service with us. If a change in control (as defined in the 2020 Plan) occurs and the named executive officer’s continuous service to us has not terminated as of, or immediately prior to, the effective time of such change in control, then, as of the effective time of such change in control, the vesting and exercisability of the option will be accelerated in full, subject to the named executive officer timely executing and allowing to become irrevocable a general release of claims in our favor. (5) On September 29, 2025, the Board of Directors approved the accelerated vesting of one-third of the shares of common stock subject to Mr. Jeff Winzeler’s option grant, effective as of October 1, 2025, such that 47,619 shares subject to such stock option that were scheduled to vest accelerated vesting as of such date. 25% of the remaining 95,238 shares subject to such stock option will vest on the one-year anniversary of the vesting commencement date and the remaining 75% will vest in equal monthly installments over thirty-six months thereafter, subject to Mr. Jeff Winzeler’s continuous service with us. If a change of control (as defined in the 2020 Plan) occurs and as of, or within 13 months after, such change of control Mr. Winzeler’s continuous service terminates due to a voluntary termination (not including death or disability) without cause (as defined in the 2020 Plan), the vesting and exercisability of the option will be accelerated in full, subject to Mr. Winzeler’s timely executing and allowing to become irrevocable a general release of claims in our favor.

  13. Agreements with Our Named Executive Officers and Potential Payments Upon Termination or Change of Control

    Agreements with Our Named Executive Officers and Potential Payments Upon Termination or Change of Control We have entered into offer letters with Mr. Fumihide Esaka and Mr. Jeff Winzeler, the material terms of which are described below. We have not entered into an offer letter with Dr. Scott Hanson. Each of our named executive officers has also executed our standard confidentiality and inventions assignment agreement.

  14. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control We do not currently maintain any agreements or arrangements under which our named executive officers are eligible to receive cash severance benefits. Certain options granted to our named executive officers are subject to acceleration of vesting and exercisability upon a change in control or a termination of the named executive officer’s employment under certain circumstances, as described in more detail above in this section and the section titled “Outstanding Equity Awards as of December 31, 2025.”

  15. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation None of our named executive officers participates in or has account balances in nonqualified defined contribution plans or other nonqualified deferred compensation plans maintained by us. Our Board of Directors may elect to provide our officers and other employees with nonqualified defined contribution or other nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interests.

  16. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION During the year ended December 31, 2025, each of the following individuals served on our Board of Directors as non-employee directors: Timothy Chen, Wen Hsieh, Ph.D., Joseph Tautges, and Ker Zhang, Ph.D. Mr. Fumihide Esaka and Dr. Scott Hanson each also served on our Board of Directors during the year ended December 31, 2025, but did not receive any additional compensation for their service as a director. See the section titled “Executive Compensation” for more information regarding the compensation earned by Mr. Esaka and Dr. Hanson. The following table presents all of the compensation awards paid or granted to, or earned by, our non-employee directors during the year ended December 31, 2025.

  17. Non-Employee Director Compensation for the year ended December 31, 2025

    Non-Employee Director Compensation for the year ended December 31, 2025

  18. Non-Employee Director Compensation for the year ended December 31, 2025

    | Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($)(2)(3) | Total ($) | | Wen Hsieh, Ph.D. | $39,583 | — | 39,583 | | Ker Zhang, Ph.D. | 30,000 | — | 30,000 | | Joseph Tautges | 60,000 | 10,714 | 70,714 | | Timothy Chen | 25,833 | 10,714 | 36,547 |

  19. Non-Employee Director Compensation for the year ended December 31, 2025

    (1) A portion of the amounts reported in this column relate to pre-IPO compensation arrangements with our non-employee directors, which were paid to such directors before we adopted our Non-Employee Director Compensation Policy in connection with the IPO. (2) All of the stock awards were granted under the 2020 Plan. The amounts shown represent the grant date fair values of RSUs granted in 2025 as computed in accordance with FASB ASC Topic 718. See Note 12 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of the assumptions used in the calculation. This amount does not reflect the actual economic value that may be realized by the non-employee director. (3) As of December 31, 2025, the aggregate number of shares underlying outstanding unvested RSUs under our 2020 Plan and options to purchase shares of our common stock under the 2010 Plan and our 2020 Plan held by each of our non-employee directors was as follows:

  20. Non-Employee Director Compensation for the year ended December 31, 2025

    | Name | Number of Shares Underlying RSUs | Number of Shares Underlying Outstanding Options | | Ker Zhang, Ph.D. | 17,857(a) | 32,141(b) | | Joseph Tautges | 40,922(c) | — | | Timothy Chen | 35,715(d) | — |

  21. Non-Employee Director Compensation for the year ended December 31, 2025

    (a) Represents a grant of 23,809 RSUs, 1/4th of which vested on December 1, 2025, and 1/16 of which vest quarterly thereafter, subject to the director’s continuous service through each applicable vesting date. (b) These options to purchase shares of common stock are fully vested. (c) Represents (i) a grant of 8,928 RSUs, 1/4th of which vested on December 1, 2023, and 1/16 of which vest quarterly thereafter, (ii) a grant of 23,809 RSUs, 1/4th of which vested on June 1, 2025, and 1/16 of which vest quarterly thereafter and (iii) a grant of 23,809 RSUs, 1/4 of which vest on March 1, 2026, and 1/16 which vest quarterly thereafter, in each case subject to the director’s continuous service through each applicable vesting date. (d) Represents (i) a grant of 23,809 RSUs, 1/4th of which vested on December 1, 2024, and 1/16 of which vest quarterly thereafter and (ii) a grant of 23,809 RSUs, 1/4th of which vest on March 1, 2026, and 1/16 of which vest quarterly thereafter, in each case subject to the director’s continuous service through each applicable vesting date. In March 2025, we granted RSUs covering 23,809 shares of our common stock to each of Messrs. Joseph Tautges and Timothy Chen, 1/4 of which vested on March 25, 2026, and 1/16 of which vest quarterly thereafter, subject to such director’s continuous service through each applicable vesting date. These RSUs were granted prior to our IPO (and before we adopted our Non-Employee Director Compensation Policy in connection with the IPO). We have reimbursed and will continue to reimburse all of our non-employee directors for their reasonable expenses incurred in attending meetings of our Board of Directors and committees of our Board of Directors.

  22. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our Board of Directors adopted a Non-Employee Director Compensation Policy in connection with our IPO in July 2025, which was amended in December 2025, that is applicable to all of our non-employee directors. This policy, as amended, provides that each such non-employee director will receive the following compensation for service on our Board of Directors: • an annual cash retainer of $50,000 (plus an additional $25,000 for the independent chair of the Board of Directors); • an additional annual cash retainer of $25,000 for services as chair of the Audit Committee, $10,000 for services as chair of the Compensation Committee and $10,000 for services as chair of the Nominating and Corporate Governance Committee; • an additional annual cash retainer of $10,000 for services as a member of the Audit Committee, $5,000 for services as a member of the Compensation Committee and $5,000 for services as a member of the Nominating and Corporate Governance Committee (except, in each case, the chair of such committee will not receive the applicable additional annual cash retainer under this bullet for services as a member of such committee); and • an annual RSU grant having an aggregate value of $300,000 on the date of each of our annual stockholder meetings (“Annual RSU Grant”). The number of RSUs subject to each Annual RSU Grant will be determined by dividing the aggregate value of the Annual RSU Grant by the average of the daily closing share prices of our common stock for the 30-trading day period ending five calendar days before the grant date (rounded down to the nearest whole share). The Annual RSU Grant described above will be granted under our 2025 Plan. Each Annual RSU Grant will vest in three equal annual installments following the date of grant, with each annual vesting date to occur on the earlier of (i) the first, second, or third anniversary of the grant date, as applicable, or (ii) the date of the Company’s first, second, or third annual stockholder meeting following the grant date, as applicable (or the date immediately prior to the applicable annual stockholder meeting if the director’s service as a director ends at such meeting due to the director’s failure to be re-elected or the director not standing for re-election), in each case, subject to the director’s continuous service to us through the applicable vesting date. In addition, the Annual RSU Grant, and each other then-outstanding equity award held by the non-employee director, shall accelerate and vest in full immediately prior to the closing of a Change in Control (as defined in the 2025 Plan), subject to the director’s continuous service through such date.