DEF 14A of Vicor Corp, Apr 30, 2026

DEF 14A of Vicor Corp

Filed Apr 30, 2026 · FY20250001193125-26-194790

Open on EDGAR

  1. Information Regarding Nominees and Qualifications

    Information Regarding Nominees and Qualifications The following sets forth certain information as of April 30, 2026, with respect to the eleven Nominees for election to the Board. The information presented includes information each Nominee has provided us about age, all positions held with the Corporation, principal occupations and business experience for the past five years, and the names of other publicly-held companies for which the Nominee currently serves as a director or has served as a director during the past five years. In addition, the information presented below describes each Nominee’s specific experience, qualifications, and skills that led the Board as a whole to conclude the Nominee possessed the necessary attributes to serve as a Director. In addition to the experience, qualifications, and skills of each Nominee, the Board as a whole also considers each Nominee’s reputation for integrity, honesty, and adherence to high ethical standards. Information regarding the beneficial ownership of shares of the capital stock of the Corporation by such persons is set forth in the section of this Proxy Statement entitled “Principal and Management Stockholders.” See also “Certain Relationships and Related Party Transactions.” There is no family relationship among any of the Directors, Nominees and/or executive officers of the Corporation.

  2. Information Regarding Nominees and Qualifications

    | Nominee | Age | Director Since | Background and Qualifications | | Samuel J. Anderson | 69 | 2001 | Mr. Anderson has been the Chairman of the Board, President, and Chief Executive Officer of IceMOS Technology Corporation, a privately-held developer and manufacturer of specialized semiconductor substrates, as well as high voltage power switching devices utilizing its proprietary technology, since 2002. Mr. Anderson was the Chairman of the Board, President, and Chief Executive Officer of Great Wall Semiconductor Corporation (“GWS”), of which the Corporation was an owner of non-voting convertible preferred stock, from 2002 to September 2015, when GWS was acquired by Intersil Corporation. Previously, Mr. Anderson was Vice President of Corporate Business Development of ON Semiconductor Corporation, a supplier of semiconductors (from 1999 to 2001), and held various positions within the semiconductor operations of Motorola, Inc., the predecessor organization (from 1984 to 1999). Mr. Anderson also served, from 2001 to 2011, as non-executive Chairman of the Board of Directors of Advanced Analogic Technologies Inc., a supplier of power management semiconductors, when the company was acquired by Skyworks Solutions, Inc. Mr. Anderson holds numerous U.S. patents for semiconductor technologies. He received an M.S. in Microelectronics from Arizona State University, an M.S. in Physics from Queen’s University of Belfast, and a B.S. in Electronics from the University of Ulster. Mr. Anderson received the degree of Doctor of Science in Economics for services to business and innovation from Queen’s University Belfast. This Honorary degree was awarded in January 2023. Mr. Anderson is qualified to serve on our Board given his acknowledged technical expertise, his understanding of power conversion technologies, and his experience as an executive and director of other companies in the semiconductor and power management industries. |

  3. Information Regarding Nominees and Qualifications

    | Nominee | Age | Director Since | Background and Qualifications | | Jason L. Carlson | 64 | 2008 | Mr. Carlson retired from congatec AG on December 31, 2021. Mr. Carlson was the Chief Executive Officer of congatec AG, a technology and service provider for embedded computing solutions, from 2015 through 2021. Previously, Mr. Carlson was President and Chief Executive Officer, as well as a member of the Board of Directors, of QD Vision, Inc., a privately-held developer of nanomaterial-based solutions for advanced display and lighting applications, from 2010 to 2015. From 2010 to 2011, Mr. Carlson also served as a member of the Board of Directors of Advanced Analogic Technologies, Inc., a publicly-traded developer of power management semiconductors, which was acquired by Skyworks Solutions, Inc. in January 2012. From 2006 until joining QD Vision in 2010, he was President and Chief Executive Officer of Emo Labs, Inc., a privately-held developer of innovative audio speaker technology. From 2002 to 2005, Mr. Carlson was President and Chief Executive Officer of Semtech Corporation, a publicly-traded vendor of analog and mixed-signal semiconductors, with an emphasis on power management applications. From 1999 to 2002, he was Vice President & General Manager for the Crystal Product Division and the Consumer Products & Data Acquisition Division of Cirrus Logic, Inc., a publicly-traded vendor of analog and mixed-signal semiconductors for consumer and industrial applications. Mr. Carlson joined Cirrus Logic in 1999 when that company acquired AudioLogic, Inc., of which he had been Chief Executive Officer. He began his career as a founder of ReSound Corporation, a pioneering developer of digital hearing aids, which completed its initial public offering in 1993. Mr. Carlson’s qualifications to serve on our Board include his experience as both a public company executive and an entrepreneur, his experience as a director of other companies, his understanding of the evolution of technical innovation in the semiconductor and power conversion industries, and his financial expertise. Mr. Carlson has served as Chairman of the Audit Committee of the Board since joining the Board in 2008. | | Philip D. Davies | 66 | 2019 | Mr. Davies has served as our Corporate Vice President, Global Sales and Marketing, since February 2011. Prior to joining the Corporation, Mr. Davies was employed by the Solid State Light Engine business unit of OSRAM Sylvania as Business Creation Team Leader from September 2010 to February 2011. From 2006 to 2010, Mr. Davies held the position of Vice President, Sales and Marketing, with NoblePeak Vision Corporation, a developer of night vision camera cores. From 1995 to 2006, Mr. Davies served in various positions with Analog Devices, Inc., a manufacturer of high-performance analog, mixed signal and digital signal processing integrated circuits, most recently as Director of World Wide Business Development. From 1987 to 1995, Mr. Davies served in a number of positions with Allegro MicroSystems, Inc., a manufacturer of high-performance power and sensor integrated circuits, most recently as Vice President, Engineering. Mr. Davies received a B.S.E.E. and a Masters degree in Power Electronics from the University of Glamorgan. Mr. Davies is qualified to serve on our Board, given his leadership of the Corporation’s sales and marketing organization, his expertise in competitive and go-to-market matters, and his experience as an executive of other companies in the semiconductor and power management industries. |

  4. Information Regarding Nominees and Qualifications

    | Nominee | Age | Director Since | Background and Qualifications | | Andrew T. D’Amico | 65 | 2020 | Mr. D’Amico has served in the role of general counsel for intellectual property matters for the Corporation since January 2006. Prior to his engagement by the Corporation, Mr. D’Amico had 18 years of private practice experience in the field of patent law, including patent litigation, patent licensing and patent prosecution, as well as counseling in diverse technological areas, most recently in the New York office of Fish & Richardson P.C. Mr. D’Amico received a law degree from The George Washington University’s National Law Center and an electrical engineering degree (B.S.E.E., Magna Cum Laude) from the N.J. Institute of Technology. Prior to entering law school, Mr. D’Amico was a design engineer in the aerospace industry. Mr. D’Amico’s qualifications to serve on our Board include his long-standing service as general counsel for intellectual property matters and his considerable experience in the field of patent law, including patent litigation, patent licensing and patent prosecution, as well as counseling in diverse technological areas. | | Estia J. Eichten | 79 | 1981 | Dr. Eichten, an early investor who contributed to the founding of the Corporation, has held various positions with the Fermi National Accelerator Laboratory since 1981, being named a Senior Scientist in 1989. Since October 2019, Dr. Eichten has been a Distinguished Scientist Emeritus. Earlier, he had been an Associate Professor of Physics at Harvard University. Dr. Eichten received both his B.S. and Ph.D. in Physics from the Massachusetts Institute of Technology. He has been an Alfred P. Sloan Foundation Research Fellow and currently is a Fellow of the American Physical Society and the American Association for the Advancement of Science. In 2011, Dr. Eichten and three collaborators were awarded the prestigious J. J. Sakurai Prize for Theoretical Particle Physics in acknowledgement of outstanding achievement in particle physics theory. While a Director of the Corporation, he served as a Director of VLT, Inc., a wholly-owned subsidiary of the Corporation and previous owner of a majority of the Corporation’s patents, from July 2000 until August 2020, at which time VLT, Inc. was merged with and into the Corporation. Dr. Eichten’s qualifications to serve on our Board include his extensive knowledge of electronics and power conversion, as well as the deep understanding of our products and organization acquired in his 45 years of service as a Director. | | Zmira Lavie | 60 | 2022 | Ms. Lavie has been a Partner of M&T Semiconductor, a consulting firm serving professionals and organizations throughout the semiconductor ecosystem, since January 2020. Previously, Ms. Lavie was with Tower Semiconductor, a manufacturer of integrated circuits using specialty process technologies, from 1988 to 2019. Ms. Lavie was appointed Tower Semiconductor’s Senior Vice President and General Manager of Transfer, Optimization and development Process Services (“TOPS”) in 2013, after serving as Vice President of Process Engineering R&D and General Manager of TOPS since 2007. During her tenure, she grew TOPS from inception to annual revenues of approximately $200 million. Ms. Lavie was a member of the Board of Directors of Tower Partners Semiconductor Co., Ltd. (TPSCo), a semiconductor manufacturing firm, from 2014 to 2019. Ms. Lavie has over 30 years of experience within the semiconductor industry, including leading diverse business initiatives, R&D complex projects and processes development. She has expertise in thin films metallization and process integration and holds several patents |

  5. Information Regarding Nominees and Qualifications

    | Nominee | Age | Director Since | Background and Qualifications | | | | | within this area. Ms. Lavie received a B.S. in chemical engineering from Technion – Israel Institute of Technology, Haifa, Israel. Ms. Lavie’s qualifications to serve on our Board include her extensive experience in the semiconductor industry, including leading diverse business initiatives and complex R&D projects, her significant R&D process development expertise, including technology development and transfers management in diverse fields (CMOS, sensors, MEMS, discrete, etc.) within the semiconductor industry and her experience as a director. | | Michael S. McNamara | 65 | 2019 | Mr. McNamara has served as our Corporate Vice President, General Manager, Operations, since 2015. Mr. McNamara held the positions of Corporate Vice President, Quality and Technical Operations, from 2011 to 2015, Vice President, Quality and Technical Operation of the Corporation’s Brick Business Unit from 2008 to 2011, Vice President, Quality of the Corporation’s Brick Business Unit from 2006 to 2008, Senior Director of Quality from 2001 to 2008, Manager of Quality, Data and Analysis from 1999 to 2001 and Senior Quality Engineer from 1995 to 1999. Prior to joining the Corporation in 1995, Mr. McNamara was employed by Alpha Industries Inc., the predecessor to Skyworks Solutions, Inc. Mr. McNamara received a B.S. in Industrial Technology from the University of Lowell (now the University of Massachusetts Lowell). Mr. McNamara is qualified to serve on our Board given his leadership of the Corporation’s manufacturing organization and his important contributions to the operational success of the Corporation. | | James F. Schmidt | 65 | 2021 | Mr. Schmidt has been our Corporate Vice President, Chief Financial Officer, Treasurer, and Corporate Secretary since June 2021. Prior to joining the Corporation, Mr. Schmidt served in a variety of leadership roles in Finance, Engineering, Operations and Sales at Analog Devices, Inc., a manufacturer of high-performance analog, mixed-signal and digital signal processing integrated circuits. From 2017 to 2020, Mr. Schmidt served Analog Devices, Inc. as Vice President, Global Broad Market & Sales Operations, and from 2013 to 2017, as Senior Director, Global Business Controller. Beginning his career in wafer fabrication in 1984, Mr. Schmidt held positions of increasing responsibility in Quality Assurance, Operations, Finance, Sales Operations and culminating in his position as Vice-President, Global Broad Market, Channel Sales and Sales Operations. Mr. Schmidt has a B.S. in Chemical Engineering from the University of Cincinnati and an M.B.A. from the University of North Carolina at Greensboro. Mr. Schmidt is qualified to serve on our Board given his leadership of the Corporation’s finance organization and his experience as an executive of other companies in the semiconductor industry. |

  6. Information Regarding Nominees and Qualifications

    | Nominee | Age | Director Since | Background and Qualifications | | John Shen | 61 | 2022 | Dr. Shen has been a Professor and Director at the School of Mechatronic Systems Engineering of Simon Fraser University, in British Columbia, Canada, since January 2022. Previously, Dr. Shen had been the Grainger Endowed Chair Professor of the Illinois Institute of Technology from January 2013 to December 2021. Earlier, he held various positions, including Senior Principal Staff Engineer, with Motorola Inc. from 1994 to 1999. He was on the faculty of the University of Central Florida from 2004 to 2012 and the University of Michigan-Dearborn from 1999 to 2004. Dr. Shen served as Chief Scientist and member of the Board of Directors of the Great Wall Semiconductor Corporation (now a division of Renesas Electronics) from 2002 to 2012, during which time he invented the world’s first sub-m lateral power MOSFET for ultrahigh density DC/DC power converters. He served the IEEE Power Electronics Society (PELS), a professional society with over 10,000 members, in various capacities including as Vice President of Products, AdCom member at large, general chair, technical program chair, and/or organizing committee member of over 30 international conferences. He is Fellow of the U.S. National Academy of Inventors and Fellow of IEEE. Dr. Shen has 34 years of academic, industrial, and entrepreneurial experience in power electronics, power semiconductor devices, renewable energy systems, microgrids, transportation electrification, sensors and actuators. He has published over 300 journal and conference papers and several book chapters, received two Institute of Electrical and Electronics Engineers (IEEE) Transaction Prize Paper awards and holds 18 U.S. patents. Dr. Shen received his B.S. from Tsinghua University, Beijing, China, and M.S. and doctorate from Rensselaer Polytechnic Institute, Troy, New York, all in electrical engineering. Dr. Shen’s qualifications to serve on our Board include his extensive knowledge of electronics and power conversion, his understanding of the evolution of technical innovation in the semiconductor and power conversion industries and his experience as a director. | | Claudio Tuozzolo | 63 | 2007 | Mr. Tuozzolo has been President of Vicor Power Components, an organization within the Corporation, since May 2018. Previously, he had been President of Picor Corporation, a subsidiary of the Corporation prior to its merger with and into the Corporation in May 2018, since 2003. In addition, he previously had been Director of Integrated Circuit Engineering for the Corporation, from February 2003 to November 2003, and Manager of Integrated Circuit Design, from 2001 to February 2003. Before joining the Corporation in 2001, Mr. Tuozzolo was a Principal Design Engineer for SIPEX Corporation, from 1999 to 2001. Mr. Tuozzolo has authored nine U.S. patents in semiconductor design. He attended the University of Rome and holds B.S. and M.S. degrees in Electrical Engineering from the University of Rhode Island. Mr. Tuozzolo is qualified to serve on our Board given his leadership role within the Corporation, his extensive experience in the semiconductor and power management industries, and his technical expertise regarding our products. |

  7. Information Regarding Nominees and Qualifications

    | Nominee | Age | Director Since | Background and Qualifications | | Patrizio Vinciarelli | 79 | 1981 | Dr. Vinciarelli founded the Corporation in 1981 and has been Chairman of the Board, President, and Chief Executive Officer since that time. Prior to founding the Corporation, from 1977 until 1980, he was a Fellow at the Institute for Advanced Study and an Instructor at Princeton University in Princeton, New Jersey. From 1973 through 1976, he was a Fellow at the European Organization for Nuclear Research (CERN), in Geneva, Switzerland. Dr. Vinciarelli received his doctorate in Physics from the University of Rome, Italy. Dr. Vinciarelli holds more than 150 patents for power conversion technology. Dr. Vinciarelli is qualified to serve on our Board given his role as the Corporation’s founder, President, and Chief Executive Officer, his role in the development of our patents and proprietary technologies and the design of our products, and his standing as the leading innovator in the power conversion industry. |

  8. Information Regarding Nominees and Qualifications

    The Board unanimously recommends a vote FOR fixing the number of Directors at eleven and the election of all of the Nominees.

  9. Overview of Executive Compensation

    Overview of Executive Compensation Dr. Vinciarelli, with input from Ms. Grava, our Corporate Vice President, Human Resources, makes periodic recommendations to the Compensation Committee with respect to the compensation of executives including the Named Executive Officers (other than himself) and other employees in leadership positions. Potential elements of compensation for our executive officers include: a base salary, cash bonuses, stock option awards through the Corporation’s stock option plans, the option to purchase Common Stock of the Corporation through the 2017 Employee Stock Purchase Plan (“ESPP”), subsidized participation in group health, disability, and life insurance, cash contributions to a 401(k) tax-qualified retirement saving plan sponsored by the Corporation and certain perquisites. All employees, including our Named Executive Officers, are employees-at-will and, as such, do not have employment contracts with the Corporation. Each component of compensation is described in the following table:

  10. Overview of Executive Compensation

    | Component | Characteristics/Frequency | Objective | | Cash Bonus (Contingent) | Certain senior sales and marketing personnel are eligible to participate in sales incentive programs, with cash bonuses paid based on achievement of various objectives. These programs generally are structured annually, with payments made quarterly. The Corporation did not have a policy regarding or a program involving discretionary cash bonuses for personnel outside of the sales and marketing functions in 2025. However, the Corporation has in the past from time to time awarded discretionary or service-or performance-based cash incentive bonuses to Named Executive Officers. No such bonuses were awarded to the Named Executive Officers in 2025. | We seek to provide short-term, tangible motivation for certain senior sales and marketing personnel to meet objectives, whether these objectives involve dollar volumes, market penetration, or other defined quantitative objectives. | | Stock Option Awards (Contingent) | We generally award non-qualified stock options to a new employee upon hiring. From time to time, existing employees will be rewarded for superior performance through the award of stock options. We also may make stock option incentive grants in conjunction with merit increases for eligible employees. | We seek to motivate and retain recipients of stock option awards to contribute to achieving longer-term performance goals, potentially contributing to an increase in the value of the shares underlying the stock option awards, thereby aligning economic interests of recipients with Stockholders. | | ESPP Participation (Elective) | Under the ESPP, established in 2017, eligible employees who elect to participate on the first day of an offering period of approximately six months are able to purchase shares of the Corporation’s Common Stock at the end of that offering period at a purchase price equal to 85% of the lesser of the fair market value of a share of Common Stock either on the first trading day or last trading day of that offering period. The purchase of shares is funded by means of periodic payroll deductions. | We seek to motivate and retain U.S. employees through their purchase, using after tax funds, of shares of the Corporation’s Common Stock at an advantageous price. Under the provisions of the ESPP, shares purchased and held past the first anniversary of the purchase are eligible for long-term capital gains tax treatment when sold. | | Fringe Benefits | We offer a package of fringe benefits to all employees, including all Named Executive Officers, and their dependents, portions of which are paid for, in whole or in part, by the employee. The benefits we offer include: life, health, dental, vision, and long-term care insurance; disability and workers’ compensation insurance; healthcare reimbursement accounts; tuition reimbursement; and paid time off. | We seek to provide a competitive package of benefits addressing the health and welfare needs of employees, reflecting our overall compensation philosophy of attracting and retaining talented individuals. | | Retirement Benefits | The Corporation sponsors a 401(k) tax-qualified retirement saving plan that is open to all employees. In any plan year, the Corporation will make a matching contribution equal to 50% of the first 6% of the participant’s compensation that has been contributed to the plan, up to a maximum matching contribution of $10,500. Participants received up to $9,900 in matching funds in 2025 from the Corporation. All Named Executive Officers, with the exception of Dr. Vinciarelli, participated in the 401(k) plan and received matching contributions. The Corporation does not provide any defined benefit plans, nonqualified deferred compensation plans, retirement health insurance, or other post-employment benefits. | We seek to provide retirement benefits that are competitive with other companies of our size and industry focus, reflecting our overall compensation philosophy of attracting and retaining talented individuals. | | Perquisites | Executive officers, including all Named Executive Officers, are eligible to participate in supplemental | The limited perquisites we currently offer are intended to provide benefits to our executives comparable to those |

  11. Stock Option Awards

    Stock Option Awards Discretionary awards of stock options have been a component of our compensation for executives and employees that Dr. Vinciarelli considers to be important contributors to the Corporation’s success. The Compensation Committee approves all stock option grants. We generally award a limited number of non-qualified stock options to a new employee upon hiring. From time to time, existing employees may also be rewarded for superior performance through the award of additional stock options. Stock options may also be granted to eligible employees in conjunction with annual merit increases. The Corporation does not have a policy regarding the composition or frequency of discretionary awards of stock options or other forms of equity-based compensation. In 2025, Mr. Schmidt, Mr. Davies, Mr. McNamara and Mr. Tuozzolo each received an award of stock options due to their service on the Board, as described below under the section entitled “Directors’ Compensation For Fiscal 2025.” In addition, Dr. Vinciarelli, Mr. Schmidt, Mr. Davies, Mr. McNamara and Mr. Tuozzolo each received an award of stock options as part of an annual merit increase. The number of 2025 merit stock options awarded to such Named Executive Officers was determined using a formula that calculates (a) a percentage that takes the Named Executive Officer’s salary and divides it by the average base salary of Vicor Corporation’s exempt employee population, (b) a merit percentage which is the Named Executive Officer’s annual merit increase percentage divided by the overall merit increase percentage for Vicor Corporation’s employee population, and (c) an incentive percentage, which multiplies the percentages from items (a) and (b) and a factor of 0.2 to arrive at the incentive dollar award total for the Named Executive Officer. This incentive dollar award total was divided by Vicor Corporation’s closing stock price on the merit stock option award date of May 2, 2025 to arrive at the number of options to be granted to each Named Executive Officer receiving such an award. In January 2025, Mr. Schmidt and Mr. McNamara received stock options for their contributions to the Company's enterprise resource planning system implementation. The number of shares granted to Mr. Schmidt and Mr. McNamara was based upon their involvement in the implementation. Also, Mr. Davies received stock options in July 2025 for achievement of various objectives. The number of shares granted to Mr. Davies was based upon his contribution to the success of Vicor's licensing practice. During 2025, as was also the case in 2024 and 2023, options for the purchase of the Corporation’s Common Stock were awarded under the Vicor Corporation Amended and Restated 2000 Stock Option and Incentive Plan, as amended and restated (the “Vicor 2000 Plan”). The exercise price of stock options for the purchase of the Corporation’s Common Stock is generally set at the closing price of a share of the Corporation’s Common Stock on the NASDAQ-GS on the effective date of the grant. Generally, these option grants vest over five years and have a 10-year term. In certain circumstances, options have been awarded with vesting provisions based on the achievement of specific financial performance targets, as defined in the award agreement associated with those options.

  12. Policies and Practices Relating to the Grant of Certain Equity Awards

    Policies and Practices Relating to the Grant of Certain Equity Awards As described above, the Corporation does not have a policy regarding the composition or frequency of discretionary awards of stock options or other forms of equity-based compensation. The Compensation Committee may consider and approve annual, interim or mid-year grants, or grants made on another basis, from time to time based on business needs, changing compensation practices or other factors, in the discretion of the Compensation Committee. The Compensation Committee does not take into account material nonpublic information in determining the timing and terms of equity-based awards, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. In 2025, Mr. Schmidt, Mr. Davies, Mr. McNamara and Mr. Tuozzolo each received an award of stock options due to their service on the Board, as described below under the section entitled “Directors’ Compensation For Fiscal 2025.” In addition, Dr. Vinciarelli, Mr. Schmidt, Mr. Davies, Mr. McNamara and Mr. Tuozzolo each received an award of stock options as part of an annual merit increase. Consistent with our usual practice, the stock options awarded to Mr. Schmidt, Mr. Davies, Mr. McNamara and Mr. Tuozzolo for their service on the Board were granted on June 20, 2025, the date of the 2025 Annual Meeting of Stockholders. The grant date for those stock options was within the period beginning four business days before the filing of a Current Report on Form 8-K on June 23, 2025 that disclosed the voting results from our 2025 Annual Meeting of Stockholders and ending one business day after the filing of such report. Although we do not deem the information contained in such Current Report on Form 8-K to be material, we have included the tabular disclosure that would be required under Item 402(x) of the SEC’s Regulation S-K in the event such information was deemed to be material.

  13. Policies and Practices Relating to the Grant of Certain Equity Awards

    | Name | Grant Date | Number of Securities Underlying the Award | Exercise Price of the Award ($/Sh) | Grant Date Fair Value of the Award ($) | Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of Material Nonpublic Information and the Trading Day Beginning Immediately Following the Disclosure of Material Nonpublic Information (%) | | James F. Schmidt | 6/20/2025 | 4,539 | 44.07 | 107,224 | (1.3) | | Philip D. Davies | 6/20/2025 | 4,539 | 44.07 | 107,224 | (1.3) | | Michael S. McNamara | 6/20/2025 | 4,539 | 44.07 | 107,224 | (1.3) | | Claudio Tuozzolo | 6/20/2025 | 4,539 | 44.07 | 107,224 | (1.3) |

  14. SUMMARY COMPENSATION TABLE FOR FISCAL 2025

    SUMMARY COMPENSATION TABLE FOR FISCAL 2025

  15. SUMMARY COMPENSATION TABLE FOR FISCAL 2025

    | Named Executive Officer and Principal Position (1) | Year | Salary (2) | Bonus (3) | Option Awards (4) (5) | Non-Equity Incentive Plan Compensation (3) | All Other Compensation (6) | Total | | Patrizio Vinciarelli | 2025 | $479,257 | $— | $160,242 | $— | $62,703 | $702,202 | | Chairman of the Board, President, | 2024 | 459,542 | — | 198,319 | — | 61,246 | 719,107 | | and Chief Executive Officer | 2023 | 442,464 | — | 318,988 | — | 59,798 | 821,250 | | James F. Schmidt | 2025 | 413,830 | — | 208,276 | — | 48,060 | 670,166 | | Corporate Vice President, Chief Financial Officer, | 2024 | 404,040 | — | 104,856 | — | 32,560 | 541,456 | | Treasurer, and Corporate Secretary | 2023 | 399,258 | — | 404,686 | — | 41,781 | 845,725 | | Philip D. Davies | 2025 | 448,579 | — | 1,030,261 | — | 67,803 | 1,546,643 | | Corporate Vice President, | 2024 | 429,262 | — | 722,095 | — | 62,264 | 1,213,621 | | Global Sales and Marketing | 2023 | 410,194 | — | 459,514 | — | 46,289 | 915,997 | | Michael S. McNamara | 2025 | 397,781 | — | 409,260 | — | 46,823 | 853,864 | | Corporate Vice President and | 2024 | 382,486 | — | 394,269 | — | 44,730 | 821,485 | | General Manager, Operations | 2023 | 367,678 | — | 359,142 | — | 41,956 | 768,776 | | Claudio Tuozzolo | 2025 | 488,423 | — | 587,619 | — | 50,143 | 1,126,185 | | Corporate Vice President and President | 2024 | 467,520 | — | 808,939 | — | 47,738 | 1,324,197 | | of Vicor Power Components | 2023 | 448,110 | — | 467,899 | — | 45,950 | 961,959 |

  16. SUMMARY COMPENSATION TABLE FOR FISCAL 2025

    As defined by Item 402 of Regulation S-K, our “Named Executive Officers” for 2025 are: (a) our principal executive officer; (b) our principal financial officer; and (c) our three most highly compensated executives (other than the principal executive officer and principal financial officer) serving as executives at the end of the last completed fiscal year. (2) The amounts shown reflect the actual salary amounts paid to the Named Executive Officers in each respective year. (3) The amounts shown reflect bonus amounts paid to the Named Executive Officers in each respective year. (4) The amounts shown reflect the aggregate grant date fair value of stock option awards in each year presented. These values have been determined under the principles used to calculate the grant date fair value of equity awards for purposes of the Corporation’s financial statements. These amounts do not correspond to the actual value that may be recognized by each Named Executive Officer. Refer to Note 12, “Stock-Based Compensation and Employee Benefit Plans,” in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed on March 2, 2026, for the relevant assumptions used to determine the valuation of the Corporation’s option awards. (5) Of the option award values for Mr. Schmidt, Mr. Davies, Mr. McNamara, and Mr. Tuozzolo in 2025, each included $107,224 associated with the annual award to Directors of non-qualified stock options as compensation for service on the Corporation’s Board of Directors. In addition, Dr. Vinciarelli, Mr. Schmidt, Mr. Davies, Mr. McNamara, and Mr. Tuozzolo each received an award of stock options as part of an annual merit increase in 2025. “All Other Compensation” amounts include car allowance, fuel allowance, supplemental health, dental and vision insurance, the taxable portion of life insurance benefits, and the Corporation’s matching 401(k) plan contribution for each Named Executive Officer shown. Dr. Vinciarelli’s car allowance is $10,800.

  17. GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2025

    GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2025 The following table presents the Corporation’s grants of plan-based awards to Named Executive Officers during 2025. All such grants were made under the Vicor 2000 Plan.

  18. GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2025

    | Named Executive Officer | Grant Date (1) | All Other Option Awards; Number of Securities Underlying Options | Exercise Price per Share of Option Award | Grant Date Fair Value of Option Awards (2) | | Patrizio Vinciarelli | 5/2/2025 | 8,915 | $50.00 | $160,242 | | James F. Schmidt | 1/16/2025 | 500 | $48.38 | $8,664 | | | 5/2/2025 | 5,140 | $50.00 | $92,388 | | | 6/20/2025 | 4,539 | $44.07 | $107,224 | | Philip D. Davies | 5/2/2025 | 23,430 | $50.00 | $421,140 | | | 6/20/2025 | 4,539 | $44.07 | $107,224 | | | 7/9/2025 | 20,000 | $46.72 | $501,897 | | Michael S. McNamara | 1/16/2025 | 500 | $48.38 | $8,664 | | | 5/2/2025 | 16,322 | $50.00 | $293,372 | | | 6/20/2025 | 4,539 | $44.07 | $107,224 | | Claudio Tuozzolo | 5/2/2025 | 26,727 | $50.00 | $480,395 | | | 6/20/2025 | 4,539 | $44.07 | $107,224 |

  19. GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2025

    (1) The awards granted on June 20, 2025 were associated with the annual award to Directors, excluding Dr. Vinciarelli, of non-qualified stock options as compensation for service on the Corporation’s Board of Directors. Refer to Note 12, “Stock-Based Compensation and Employee Benefit Plans,” in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed on March 2, 2026, for the relevant assumptions used to determine the valuation of option awards. For the options granted on June 20, 2025, the formula used to calculate the number of stock options annually awarded to Directors, excluding Dr. Vinciarelli, is $200,000 divided by the closing price of a share of Common Stock as reported on the NASDAQ-GS on the day of the 2025 Annual Meeting of Stockholders. Accordingly, on June 20, 2025, the Named Executive Officers who also served as Directors were awarded non-qualified stock options to purchase up to 4,539 shares of Common Stock at an exercise price of $44.07 per share.

  20. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025 The following tables present the outstanding equity awards at December 31, 2025 held by our Named Executive Officers under the Vicor 2000 Plan:

  21. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025

    | Named Executive Officer | Number of Shares Underlying Unexercised Options Exercisable (1) | Number of Shares Underlying Unexercised Options Unexercisable (1) (2) | Option Exercise Price per Share ($) | Option Expiration Date | | Patrizio Vinciarelli | 2,743 | 2,742 | 60.61 | 4/25/2029 | | | 6,910 | 10,363 | 41.61 | 5/2/2030 | | | 2,433 | 9,732 | 33.96 | 5/3/3031 | | | - | 8,915 | 50.00 | 5/2/2032 | | James F. Schmidt | - | 500 | 48.38 | 1/16/2028 | | | - | 2,481 | 60.61 | 4/25/2029 | | | - | 9,737 | 41.61 | 5/2/2030 | | | 15,000 | 5,000 | 93.33 | 6/1/2031 | | | 800 | 200 | 100.00 | 6/25/2031 | | | - | 5,140 | 50.00 | 5/2/2032 | | | - | 662 | 60.37 | 6/24/2032 | | | - | 2,261 | 53.07 | 6/23/2033 | | | - | 4,864 | 32.89 | 6/21/2034 | | | - | 4,539 | 44.07 | 6/20/2035 | | Philip D. Davies | 1,828 | 913 | 75.43 | 5/12/2028 | | | 5,169 | 5,168 | 60.61 | 4/25/2029 | | | 1,611 | - | 31.05 | 6/28/2029 | | | 10,000 | - | 30.98 | 9/6/2029 | | | 7,680 | 11,518 | 41.61 | 5/2/2030 | | | 2,882 | - | 69.04 | 6/24/2030 | | | 731 | - | 68.48 | 6/26/2030 | | | 7,573 | 30,289 | 33.96 | 5/3/2031 | | | 800 | 200 | 100.00 | 6/25/2031 | | | - | 23,430 | 50.00 | 5/2/2032 | | | 6,000 | 4,000 | 56.76 | 6/21/2032 | | | 995 | 662 | 60.37 | 6/24/2032 | | | 1,508 | 2,261 | 53.07 | 6/23/2033 | | | 1,217 | 4,864 | 32.89 | 6/21/2034 | | | - | 4,539 | 44.07 | 6/20/2035 | | | - | 20,000 | 46.72 | 7/9/2035 | | Michael S. McNamara | - | 500 | 48.38 | 1/16/2028 | | | 1,516 | 758 | 75.43 | 5/12/2028 | | | 1,668 | 1,666 | 60.61 | 4/25/2029 | | | 5,506 | 8,257 | 41.61 | 5/2/2030 | | | 10,000 | - | 69.04 | 6/24/2030 | | | 731 | - | 68.48 | 6/26/2030 | | | 3,551 | 14,202 | 33.96 | 5/3/2031 | | | 800 | 200 | 100.00 | 6/25/2031 | | | - | 16,322 | 50.00 | 5/2/2032 | | | 995 | 662 | 60.37 | 6/24/2032 | | | 1,508 | 2,261 | 53.07 | 6/23/2033 | | | 1,217 | 4,864 | 32.89 | 6/21/2034 | | | - | 4,539 | 44.07 | 6/20/2035 | | Claudio Tuozzolo | - | 866 | 75.43 | 5/12/2028 | | | - | 2,404 | 60.61 | 4/25/2029 | | | - | 11,790 | 41.61 | 5/2/2030 | | | 2,535 | - | 69.04 | 6/24/2030 | | | 731 | - | 68.48 | 6/26/2030 | | | - | 34,551 | 33.96 | 5/3/2031 | | | 800 | 200 | 100.00 | 6/25/2031 | | | - | 26,727 | 50.00 | 5/2/2032 | | | 995 | 662 | 60.37 | 6/24/2032 | | | - | 2,261 | 53.07 | 6/23/2033 | | | - | 4,864 | 32.89 | 6/21/2034 | | | - | 4,539 | 44.07 | 6/20/2035 |

  22. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025

    Generally, stock options with time-based vesting provisions awarded under the Vicor 2000 Plan become exercisable in five equal annual installments, beginning on the first anniversary of the date of grant. The unexercisable option vesting schedule under the Vicor 2000 Plan as of December 31, 2025 is as follows:

  23. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025

    | Named Executive Officer | Grant Date | Underlying Shares | Vesting Date | | Patrizio Vinciarelli | 4/25/2022 | 1,371 | 4/25/2026 | | | 4/25/2022 | 1,371 | 4/25/2027 | | | 5/2/2023 | 3,455 | 5/2/2026 | | | 5/2/2023 | 3,454 | 5/2/2027 | | | 5/2/2023 | 3,454 | 5/2/2028 | | | 5/3/2024 | 2,433 | 5/3/2026 | | | 5/3/2024 | 2,433 | 5/3/2027 | | | 5/3/2024 | 2,433 | 5/3/2028 | | | 5/3/2024 | 2,433 | 5/3/2029 | | | 5/2/2025 | 1,783 | 5/2/2026 | | | 5/2/2025 | 1,783 | 5/2/2027 | | | 5/2/2025 | 1,783 | 5/2/2028 | | | 5/2/2025 | 1,783 | 5/2/2029 | | | 5/2/2025 | 1,783 | 5/2/2030 | | James F. Schmidt | 6/1/2021 | 5,000 | 6/1/2026 | | | 6/25/2021 | 200 | 6/25/2026 | | | 4/25/2022 | 1,241 | 4/25/2026 | | | 4/25/2022 | 1,240 | 4/25/2027 | | | 6/24/2022 | 331 | 6/24/2026 | | | 6/24/2022 | 331 | 6/24/2027 | | | 5/2/2023 | 3,246 | 5/2/2026 | | | 5/2/2023 | 3,246 | 5/2/2027 | | | 5/2/2023 | 3,245 | 5/2/2028 | | | 6/23/2023 | 754 | 6/23/2026 | | | 6/23/2023 | 754 | 6/23/2027 | | | 6/23/2023 | 753 | 6/23/2028 | | | 6/21/2024 | 1,216 | 6/21/2026 | | | 6/21/2024 | 1,216 | 6/21/2027 | | | 6/21/2024 | 1,216 | 6/21/2028 | | | 6/21/2024 | 1,216 | 6/21/2029 | | | 1/16/2025 | 500 | 1/16/2026 | | | 5/2/2025 | 1,028 | 5/2/2026 | | | 5/2/2025 | 1,028 | 5/2/2027 | | | 5/2/2025 | 1,028 | 5/2/2028 | | | 5/2/2025 | 1,028 | 5/2/2029 | | | 5/2/2025 | 1,028 | 5/2/2030 | | | 6/20/2025 | 908 | 6/20/2026 | | | 6/20/2025 | 908 | 6/20/2027 | | | 6/20/2025 | 908 | 6/20/2028 | | | 6/20/2025 | 908 | 6/20/2029 | | | 6/20/2025 | 907 | 6/20/2030 | | Philip D. Davies | 5/12/2021 | 913 | 5/12/2026 | | | 6/25/2021 | 200 | 6/25/2026 | | | 4/25/2022 | 2,584 | 4/25/2026 | | | 4/25/2022 | 2,584 | 4/25/2027 | | | 6/21/2022 | 2,000 | 6/21/2026 | | | 6/21/2022 | 2,000 | 6/21/2027 | | | 6/24/2022 | 331 | 6/24/2026 | | | 6/24/2022 | 331 | 6/24/2027 | | | 5/2/2023 | 3,840 | 5/2/2026 | | | 5/2/2023 | 3,839 | 5/2/2027 | | | 5/2/2023 | 3,839 | 5/2/2028 | | | 6/23/2023 | 754 | 6/23/2026 | | | 6/23/2023 | 754 | 6/23/2027 | | | 6/23/2023 | 753 | 6/23/2028 | | | 5/3/2024 | 7,573 | 5/3/2026 | | | 5/3/2024 | 7,572 | 5/3/2027 | | | 5/3/2024 | 7,572 | 5/3/2028 | | | 5/3/2024 | 7,572 | 5/3/2029 | | | 6/21/2024 | 1,216 | 6/21/2026 |

  24. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025

    | | 6/21/2024 | 1,216 | 6/21/2027 | | | 6/21/2024 | 1,216 | 6/21/2028 | | | 6/21/2024 | 1,216 | 6/21/2029 | | | 5/2/2025 | 4,686 | 5/2/2026 | | | 5/2/2025 | 4,686 | 5/2/2027 | | | 5/2/2025 | 4,686 | 5/2/2028 | | | 5/2/2025 | 4,686 | 5/2/2029 | | | 5/2/2025 | 4,686 | 5/2/2030 | | | 6/20/2025 | 908 | 6/20/2026 | | | 6/20/2025 | 908 | 6/20/2027 | | | 6/20/2025 | 908 | 6/20/2028 | | | 6/20/2025 | 908 | 6/20/2029 | | | 6/20/2025 | 907 | 6/20/2030 | | | 7/9/2025 | 4,000 | 7/9/2026 | | | 7/9/2025 | 4,000 | 7/9/2027 | | | 7/9/2025 | 4,000 | 7/9/2028 | | | 7/9/2025 | 4,000 | 7/9/2029 | | | 7/9/2025 | 4,000 | 7/9/2030 | | Michael S. McNamara | 5/12/2021 | 758 | 5/12/2026 | | | 6/25/2021 | 200 | 6/25/2026 | | | 4/25/2022 | 833 | 4/25/2026 | | | 4/25/2022 | 833 | 4/25/2027 | | | 6/24/2022 | 331 | 6/24/2026 | | | 6/24/2022 | 331 | 6/24/2027 | | | 5/2/2023 | 2,753 | 5/2/2026 | | | 5/2/2023 | 2,752 | 5/2/2027 | | | 5/2/2023 | 2,752 | 5/2/2028 | | | 6/23/2023 | 754 | 6/23/2026 | | | 6/23/2023 | 754 | 6/23/2027 | | | 6/23/2023 | 753 | 6/23/2028 | | | 5/3/2024 | 3,551 | 5/3/2026 | | | 5/3/2024 | 3,551 | 5/3/2027 | | | 5/3/2024 | 3,550 | 5/3/2028 | | | 5/3/2024 | 3,550 | 5/3/2029 | | | 6/21/2024 | 1,216 | 6/21/2026 | | | 6/21/2024 | 1,216 | 6/21/2027 | | | 6/21/2024 | 1,216 | 6/21/2028 | | | 6/21/2024 | 1,216 | 6/21/2029 | | | 1/16/2025 | 500 | 1/16/2026 | | | 5/2/2025 | 3,265 | 5/2/2026 | | | 5/2/2025 | 3,265 | 5/2/2027 | | | 5/2/2025 | 3,264 | 5/2/2028 | | | 5/2/2025 | 3,264 | 5/2/2029 | | | 5/2/2025 | 3,264 | 5/2/2030 | | | 6/20/2025 | 908 | 6/20/2026 | | | 6/20/2025 | 908 | 6/20/2027 | | | 6/20/2025 | 908 | 6/20/2028 | | | 6/20/2025 | 908 | 6/20/2029 | | | 6/20/2025 | 907 | 6/20/2030 | | Claudio Tuozzolo | 5/12/2021 | 866 | 5/12/2026 | | | 6/25/2021 | 200 | 6/25/2026 | | | 4/25/2022 | 1,202 | 4/25/2026 | | | 4/25/2022 | 1,202 | 4/25/2027 | | | 6/24/2022 | 331 | 6/24/2026 | | | 6/24/2022 | 331 | 6/24/2027 | | | 5/2/2023 | 3,930 | 5/2/2026 | | | 5/2/2023 | 3,930 | 5/2/2027 | | | 5/2/2023 | 3,930 | 5/2/2028 | | | 6/23/2023 | 754 | 6/23/2026 | | | 6/23/2023 | 754 | 6/23/2027 | | | 6/23/2023 | 753 | 6/23/2028 |

  25. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025

    | 5/3/2024 | 8,638 | 5/3/2026 | | 5/3/2024 | 8,638 | 5/3/2027 | | 5/3/2024 | 8,638 | 5/3/2028 | | 5/3/2024 | 8,637 | 5/3/2029 | | 6/21/2024 | 1,216 | 6/21/2026 | | 6/21/2024 | 1,216 | 6/21/2027 | | 6/21/2024 | 1,216 | 6/21/2028 | | 6/21/2024 | 1,216 | 6/21/2029 | | 5/2/2025 | 5,346 | 5/2/2026 | | 5/2/2025 | 5,346 | 5/2/2027 | | 5/2/2025 | 5,345 | 5/2/2028 | | 5/2/2025 | 5,345 | 5/2/2029 | | 5/2/2025 | 5,345 | 5/2/2030 | | 6/20/2025 | 908 | 6/20/2026 | | 6/20/2025 | 908 | 6/20/2027 | | 6/20/2025 | 908 | 6/20/2028 | | 6/20/2025 | 908 | 6/20/2029 | | 6/20/2025 | 907 | 6/20/2030 |

  26. OPTIONS EXERCISES AND STOCK VESTED FOR FISCAL 2025

    OPTIONS EXERCISES AND STOCK VESTED FOR FISCAL 2025 The following table presents option exercises by our Named Executive Officers during 2025. All options exercised by our Named Executive Officers during 2025 were under the Vicor 2000 Plan as follows:

  27. OPTIONS EXERCISES AND STOCK VESTED FOR FISCAL 2025

    | Named Executive Officer | Number of Shares Acquired upon Exercise | Value Realized upon Exercise (1) ($) | | Patrizio Vinciarelli | — | — | | James F. Schmidt | 17,694 | $595,745 | | Philip D. Davies | — | — | | Michael S. McNamara | 4,237 | 197,590 | | Claudio Tuozzolo | 27,751 | 1,326,254 |

  28. OPTIONS EXERCISES AND STOCK VESTED FOR FISCAL 2025

    (1) Represents the difference between the exercise price and the fair market value of the underlying Common Stock on the date of exercise.

  29. POTENTIAL PAYMENTS UPON TERMINATION, UPON A CHANGE OF CONTROL, AND UPON TERMINATION FOLLOWING A CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION, UPON A CHANGE OF CONTROL, AND UPON TERMINATION FOLLOWING A CHANGE OF CONTROL As all of our employees are employees-at-will, no amounts become due or payable to any of our executives upon termination of employment, regardless of whether a change of control has occurred. However, the Vicor 2000 Plan provides that all unvested options thereunder will become vested and exercisable as of a change of control, as defined in the Vicor 2000 Plan. Accordingly, our Named Executive Officers would have received the amounts set forth below based on the vesting of their unvested options if a change of control of the Corporation had occurred on December 31, 2025.

  30. POTENTIAL PAYMENTS UPON TERMINATION, UPON A CHANGE OF CONTROL, AND UPON TERMINATION FOLLOWING A CHANGE OF CONTROL

    | Named Executive Officer | Number of Unvested Options as of December 31, 2025 (1) | Intrinsic Value of Unvested Options as of December 31, 2025 (2) | | Patrizio Vinciarelli | 31,752 | $2,106,373 | | James F. Schmidt | 35,384 | 2,034,750 | | Philip D. Davies | 107,844 | 7,056,817 | | Michael S. McNamara | 54,231 | 3,579,435 | | Claudio Tuozzolo | 88,864 | 5,988,215 |

  31. POTENTIAL PAYMENTS UPON TERMINATION, UPON A CHANGE OF CONTROL, AND UPON TERMINATION FOLLOWING A CHANGE OF CONTROL

    Excludes unvested options with exercise prices exceeding the market value of the Corporation’s Common Stock as of December 31, 2025. Calculated as the aggregate amount by which the fair market value as of December 31, 2025 of the shares underlying the unvested options (i.e., the product of the closing price of a share of Common Stock as reported on the NASDAQ-GS on that date, $109.60, and the number of unvested options) exceeded the aggregate exercise price of the unvested options as of that date.

  32. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio As required by Item 402(u) of Regulation S-K, we are providing the following information about the ratio of the median annual total compensation of our employees and the annual total compensation of Patrizio Vinciarelli, our Chief Executive Officer. For the year ended December 31, 2025: • the annual total compensation of our median employee was reasonably estimated to be $76,340; and • the annual total compensation of Dr. Vinciarelli was $702,202. Based on this information, the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee is estimated to be 11 to 1. We identified our median employee using a multi-step process. First, we examined the base salaries and wages of all individuals employed by us on December 31, 2025 (other than Dr. Vinciarelli), whether full-time, part-time, or on a seasonal basis to identify the median base salary of all our employees. We annualized wages and salaries for all permanent employees who were hired after January 1, 2025, as permitted by SEC rules, and converted all employees’ salaries or wages into U.S. dollars based on the applicable foreign exchange rate on December 31, 2025. We selected the individual within such group whose total compensation was at the median to serve as our median employee whose compensation is disclosed above. After we identified our median employee, we calculated such employee’s total annual compensation in the same way that we calculate the annual total compensation of our named executive officers in the Summary Compensation Table.

  33. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by the regulations of the Securities and Exchange Commission implementing Section 14(i) of the Exchange Act, disclosure relating to the relationship of our executive pay versus performance is set forth below.

  34. PAY VERSUS PERFORMANCE

    | | | | Average Summary Compensation | Average Compensation | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for Principal Executive Officer ("PEO") 1 | Compensation Actually Paid to PEO 2 | Table Total for Non-PEO Named Executive Officers ("Non-PEO NEOs") 3 | Actually Paid to Non-PEO NEOs 4 | Total Shareholder Return 5 | Peer Group Total Share- holder Return 6 | Net Income (thousands) 7 | EPS (diluted) 8 | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $702,202 | $2,366,543 | $1,049,463 | $4,841,370 | $119 | $142 | $118,556 | $2.61 | | 2024 | $719,107 | $785,223 | $975,190 | $1,183,331 | $52 | $134 | $6,129 | $0.14 | | 2023 | $821,250 | $818,521 | $873,114 | $777,903 | $49 | $123 | $53,595 | $1.19 | | 2022 | $657,101 | $(10,016,269) | $803,540 | $(189,505) | $58 | $106 | $25,446 | $0.57 | | 2021 | $464,212 | $7,549,094 | $918,714 | $1,254,491 | $138 | $127 | $56,625 | $1.26 |

  35. PAY VERSUS PERFORMANCE

    1. The dollar amounts reported in column (b) are the amounts of total compensation reported for Dr. Vinciarelli (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Summary Compensation Table for Fiscal 2025.” 2. The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Dr. Vinciarelli, 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 Dr. Vinciarelli during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Dr. Vinciarelli’s total compensation for each year to determine the compensation actually paid:

  36. PAY VERSUS PERFORMANCE

    | Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Reported Change in the Actuarial Present Value of Pension Benefits | Pension Benefit Adjustments | Compensation Actually Paid to PEO | | 2025 | $702,202 | $(160,242) | $1,824,583 | NA | NA | $2,366,543 | | 2024 | $719,107 | $(198,319) | $264,435 | NA | NA | $785,223 | | 2023 | $821,250 | $(318,988) | $316,259 | NA | NA | $818,521 | | 2022 | $657,101 | $(172,142) | $(10,501,218) | NA | NA | $(10,016,269) | | 2021 | $464,212 | — | $7,084,882 | NA | NA | $7,549,094 |

  37. PAY VERSUS PERFORMANCE

    (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Option Awards” columns in the Summary Compensation Table for the applicable year. (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  38. PAY VERSUS PERFORMANCE

    | Year | Year End Fair Value of Equity Awards Granted During Applicable Year | Change in Fair Value as of Year-End of any Prior- Year Awards that remain Outstanding and Unvested as of Year-End | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value as of the Vesting Date of any Prior- Year Awards that Vested During the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2025 | $675,438 | $1,161,770 | — | $(12,625) | — | — | $1,824,583 | | 2024 | $320,774 | $(30,918) | — | $(25,421) | — | — | $264,435 | | 2023 | $366,853 | $(49,498) | — | $(1,096) | — | — | $316,259 | | 2022 | $143,261 | — | — | $(10,644,480) | — | — | $(10,501,218) | | 2021 | — | $5,432,919 | — | $1,651,962 | — | — | $7,084,882 |

  39. PAY VERSUS PERFORMANCE

    The dollar amounts reported in column (d) represent the average of the amounts reported for the Corporation’s Non-PEO NEOs. The names of each of the Non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, 2024, 2023, and 2022, James F. Schmidt, Philip D. Davies, Michael S. McNamara and Claudio Tuozzolo; and (ii) for 2021, James F. Schmidt, James A. Simms, Richard J. Nagel Jr., Philip D. Davies, Michael S. McNamara and Claudio Tuozzolo. 4. The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the Non-PEO NEOs as a group, 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 Non-PEO NEOs as a group 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 the Non-PEO NEOs as a group for each year to determine the compensation actually paid, using the same methodology described above in footnote 2:

  40. PAY VERSUS PERFORMANCE

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards | Average Equity Award Adjustments(a) | Average Reported Change in the Actuarial Present Value of Pension Benefits | Average Pension Benefit Adjustments (b) | Average Compensation Actually Paid to Non-PEO NEOs | | 2025 | $1,049,463 | $(559,104) | $4,351,011 | NA | NA | $4,841,370 | | 2024 | $975,190 | $(507,540) | $715,681 | NA | NA | $1,183,331 | | 2023 | $873,114 | $(422,810) | $327,599 | NA | NA | $777,903 | | 2022 | $803,540 | $(306,693) | $(686,352) | NA | NA | $(189,505) | | 2021 | $918,714 | $(411,411) | $747,188 | NA | NA | $1,254,491 |

  41. PAY VERSUS PERFORMANCE

    (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows:

  42. PAY VERSUS PERFORMANCE

    | Year | Average Year End Fair Value of Equity Awards Granted During Applicable Year | Average Change in Fair Value as of Year-End of any Prior-Year Awards that remain Outstanding and Unvested as of Year-End | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Average Change in Fair Value as of the Vesting Date of any Prior- Year Awards that Vested during the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Average Equity Award Adjustments | | 2025 | $2,155,751 | $2,258,493 | — | $(63,233) | — | — | $4,351,011 | | 2024 | $832,272 | $(19,699) | — | $(96,892) | — | — | $715,681 | | 2023 | $445,212 | $(142,205) | — | $24,592 | — | — | $327,599 | | 2022 | $266,136 | $(701,359) | — | $(251,128) | — | — | $(686,352) | | 2021 | $477,342 | $196,342 | — | $73,504 | — | — | $747,188 |

  43. PAY VERSUS PERFORMANCE

    Cumulative Total Shareholder Return (TSR) is calculated on a $100 investment from the beginning of fiscal year 2021 by the share price appreciation calculated by dividing the difference between the Corporation’s share price at the end and the beginning of the measurement period by the Corporation’s share price at the beginning of the measurement period. Represents the weighted peer group Cumulative TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Standard & Poor’s SmallCap 600 Index (“S&P SmallCap 600 Index”), a value-weighted index of 600 listed companies with market capitalizations between $750,000,000 and $4,600,000,000, comprising the same issuers the Corporation used in its Annual Report on Form 10-K for the year ended December 31, 2025 for purposes of Item 201(e)(1)(ii) of Regulation S-K. 7. The dollar amounts reported represent the amount of net income reflected in the Corporation’s audited financial statements for the applicable year. The dollar amounts reported represent the amount of diluted earnings per share (“EPS”) reflected in the Corporation’s audited financial statements for the applicable year. The following charts show graphically the relationships over the past five years of the Compensation Actually Paid ("CAP") Amounts for our PEO and Non-PEO NEOs as compared to our diluted EPS, Cumulative TSR, Peer Group Cumulative TSR, and Net Income, as well as the relationship between Cumulative TSR and Peer Group Cumulative TSR: We have identified diluted EPS as the most important financial performance measure relevant to determining the compensation actually paid to our PEO and Non-PEO NEOs in 2025. As described above under “Compensation Discussion and Analysis,” we generally do not directly link compensation decisions to diluted EPS or other financial performance measures. However, we consider diluted EPS an important measure of our long-term financial success and it therefore is relevant to discretionary compensation decisions through which we seek to motivate and reward superior performance. The following table lists diluted EPS and three additional financial performance measures that represent important performance measures for our long-term financial success and that are therefore relevant to discretionary compensation decisions through which we seek to motivate and reward superior performance.

  44. PAY VERSUS PERFORMANCE

    | Diluted EPS | | Revenue Growth | | Gross Margin Percentage | | Operating Profit Percentage |

  45. Overview of Director Compensation

    Overview of Director Compensation The level of compensation of non-employee Directors is reviewed on an annual basis by the Board as a whole. To determine the appropriateness of the current level of compensation for non-employee Directors, the Board reviews data from a number of different sources including publicly available data describing director compensation in peer companies. Non-employee Directors are compensated through a combination of cash payments and awards of options for the purchase of our Common Stock. Each non-employee Director receives a quarterly retainer of $7,500 for his or her services. Expenses incurred by non-employee Directors in attending Board and committee meetings are reimbursed by the Corporation. Directors who are employees do not receive cash compensation for service on the Board. Each Director (including Directors that are employees), other than any Director holding in excess of 10% of the total number of shares of the capital stock of the Corporation (i.e., Dr. Vinciarelli), receives an annual grant of non-qualified stock options following the Annual Meeting of Stockholders under the Vicor 2000 Plan. Currently, the formula to calculate the stock option award is $200,000 divided by the closing price of a share of Common Stock as reported on the NASDAQ-GS on the day of the Annual Meeting of Stockholders. Accordingly, on June 20, 2025, each Director, other than Dr. Vinciarelli, was awarded non-qualified stock options to purchase up to 4,539 shares of Common Stock at an exercise price of $44.07 per share. Stock options granted to Directors as compensation for their service on the Board vest at a rate of 20% per year on each of five successive anniversaries of the date of award. The table below reflects Director compensation for fiscal 2025:

  46. Overview of Director Compensation

    | Director | Fees Earned or Paid in Cash | Option Awards (1) (2) | Total Compensation | | Samuel J. Anderson | $30,000 | $107,224 | $137,224 | | Jason L. Carlson | 30,000 | 107,224 | 137,224 | | Andrew T. D’Amico (3) | — | 107,224 | 107,224 | | Estia J. Eichten | 30,000 | 107,224 | 137,224 | | Zmira Lavie | 30,000 | 107,224 | 137,224 | | John Shen | 30,000 | 107,224 | 137,224 |

  47. Overview of Director Compensation

    (1) These amounts reflect the aggregate grant date fair value of stock option awards granted during 2025. Refer to Note 12, “Stock-Based Compensation and Employee Benefit Plans”, in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed on March 2, 2026, for the relevant assumptions used to determine the valuation of option awards. (2) Option awards granted to Philip D. Davies, James F. Schmidt, Michael S. McNamara and Claudio Tuozzolo, who are both employees and Directors, are reflected in the Summary Compensation Table for Fiscal 2025 and described in the Grants of Plan-Based Awards for Fiscal 2025 table. (3) Andrew T. D’Amico did not receive cash compensation for his services as a Director in 2025. The table below reflects the aggregate grant date fair value and aggregate number of stock options awarded and outstanding as of December 31, 2025:

  48. Overview of Director Compensation

    | Name | Grant Date Fair Value of Stock Options | Number of Awards Outstanding | | Samuel J. Anderson | $348,065 | 13,326 | | Jason L. Carlson | 348,065 | 13,326 | | Andrew T. D’Amico (1) | 1,237,190 | 61,143 | | Estia J. Eichten | 506,192 | 23,033 | | Zmira Lavie | 302,980 | 12,326 | | John Shen | 367,815 | 16,046 |

  49. Overview of Director Compensation

    Mr. D’Amico was awarded 4,539, 6,081 and 3,769 stock options in connection with his service as a Director in 2025, 2024 and 2023, respectively. The remaining stock options reflected in this table were not awarded to Mr. D’Amico in connection with his service as a Director.