DEF 14A of Everspin Technologies Inc., Apr 7, 2025

DEF 14A of Everspin Technologies Inc.

Filed Apr 7, 2025 · FY20240001558370-25-004550

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Our Board of Directors currently consists of seven directors: Darin G. Billerbeck, Geoffrey Ribar, Lawrence G. Finch, Sanjeev Aggarwal, Tara Long, Glen Hawk and Douglas Mitchell. The seven nominees proposed for election as directors are listed below. Directors elected at the annual meeting will hold office until the next annual meeting of stockholders and until his or her successor is duly elected and qualified, or until the director’s death, resignation or removal. Each individual nominated for election has agreed to serve if elected. We have no reason to believe that any nominee will be unable to serve if elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the seven 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 us. The following table sets forth the names and certain other information for the nominees for election as a director as of the date of this proxy statement. The following key biographical information for each of these individuals was provided by the nominees:

  2. PROPOSAL 1: ELECTION OF DIRECTORS

    | Name | Age | Position(s) | | Darin G. Billerbeck | 65 | Chairman of the Board | | Geoffrey Ribar | 66 | Director | | Lawrence G. Finch | 90 | Director | | Sanjeev Aggarwal, Ph.D. | 57 | President, Chief Executive Officer and Director | | Tara Long | 57 | Director | | Glen Hawk | 63 | Director | | Douglas Mitchell | 76 | Director |

  3. Board Diversity

    Board Diversity As of our record date, 29% of our directors were women or racially or ethnically diverse individuals. We believe that our current directors possess diverse professional experiences, skills and backgrounds, in addition to, among other characteristics, high standards of personal and professional ethics and valuable knowledge of our business and our industry.

  4. Nominees

    Nominees Darin G. Billerbeck has served as a member of our Board of Directors since August 2018 and has served as Chairman of the Board from March 2019, including as Executive Chairman of the Board from December 2020 until November 2022. From January 2021 until March 2022, Mr. Billerbeck also served as our Interim Chief Executive Officer. Mr. Billerbeck is also a member of the Board of Directors of Precision Medical Products. Mr. Billerbeck was CEO of Lattice Semiconductor, a developer of semiconductor technologies, for more than seven years, until his retirement in 2018. During his tenure with Lattice, he steadily increased shareholder value, while expanding the technology, products and the intellectual property of the company. In addition, he gained intimate knowledge of U.S. and China intellectual property laws specifically with respect to the Committee of Foreign Investment in the US (CFIUS). Prior to joining Lattice, Mr. Billerbeck served as the President and CEO of Zilog, which was acquired by IXYS Corporation in 2010. Before joining Zilog, Mr. Billerbeck served for more than 18 years at Intel in various executive and management positions, including Vice President and General Manager of the Flash Products Group. Mr. Billerbeck has also led several key engineering functions in the memory space, including Director of Design Engineering, Director of Packaging and Director of Operations. Mr. Billerbeck received his Bachelor of Science degree in mechanical engineering from the University of California at Davis. Mr. Billerbeck brings highly relevant experience to our Board of Directors spanning microcontrollers, programmable logic and memory technologies along with that of a public semiconductor company CEO. The Board believes that Mr. Billerbeck’s rich experience in memory, component and intellectual property will be a key resource as we grow the mainstream adoption of our STT- MRAM products into new markets and applications. Geoffrey Ribar has served as a director since December 2018. Mr. Ribar has served as a director of MACOM Technology Solutions Holdings, Inc., a designer and manufacturer of semiconductor products for Telecommunications, Industrial and Defense and Data Center industries, a position he has held since March 2017, and as a director of Acacia Research Corporation, a public company that acquires public and private businesses with a primary focus across the mature technology, industrials, healthcare and business services industries, a position he has held since May 2023. Previously Mr. Ribar served as a director of Aquantia Corp., a provider of high-speed communications integrated circuits for Ethernet connectivity, from September 2017 until its acquisition by Marvell Technology in September 2019. Mr. Ribar served as Senior Vice President and Chief Financial Officer of Cadence Design Systems, Inc. (“Cadence”), a provider of system design tools, software, intellectual property and services, from November 2010 to September 2017, and acted as a senior advisor to Cadence until his retirement in March 2018. Previously, he served as Chief Financial Officer for a number of semiconductor companies, including Telegent Systems, Inc., SiRF Technology, Inc., Asyst Technology, Inc., Matrix Semiconductor, Inc. and NVIDIA Corporation. He received his B.S. degree in chemistry and an M.B.A. from the University of Michigan. The Board believe that Mr. Ribar’s significant financial and accounting expertise gained from his experience as a chief financial officer, as well as his extensive public company board experience make him well qualified to serve on the Board. Lawrence G. Finch has served as a member of our Board of Directors since June 2008. Mr. Finch has served as managing director at Sigma Partners, a venture capital firm, since joining the firm in 1987. Mr. Finch brings a wealth of operational experience in moving early-stage technology companies through high-growth stages of development. He has advised more than 20 companies throughout his career. The Board believes that Mr. Finch’s 40 years of experience in founding, managing, and financing businesses, strong relationships in the semiconductor space, and his knowledge of our company qualifies him to serve on our Board of Directors. Sanjeev Aggarwal, Ph.D. has served as a member of our Board of Directors and as President and Chief Executive Officer of Everspin since March 2022. Prior to that, he had served as our Chief Technology Officer since January 2021 where he continued to serve as our Vice President, Operations & Technology R&D, a position he had held since October 2017. Dr. Aggarwal directed projects from technology definition to qualification, driving cross functional alignment across various departments; and managed joint development agreements for technology transfer and production. He served as our Vice President, Manufacturing and Process Development from March 2010 to September 2017, where he supervised research and development efforts for integration of spin torque MRAM onto CMOS and managed our production for Field Switched MRAM on 200mm and STT-MRAM on 300mm wafers. From June 2008 to February 2010, Dr. Aggarwal served as our Director, Manufacturing and Process Technology. From September 2006 to May 2008, Dr. Aggarwal was senior member of the technical staff at Freescale Semiconductor, Inc. and led the integration efforts for Field Switched MRAM development. From July 2000 to August 2006, Dr. Aggarwal was a member of Group Technical Staff at Texas Instruments. Dr. Aggarwal received his bachelor’s degree in ceramic engineering from Indian Institute of Technology, Varanasi, and doctorate in materials science and engineering from Cornell University. We believe that Dr. Aggarwal possesses specific attributes that qualify him to serve as a director, including his intimate knowledge of Everspin as its President and Chief Executive Officer, and his knowledge and experience in the technology industry, which enable him to make valuable contributions to our Board of Directors. Tara Long has served as a member of our Board of Directors since March 2022. Ms. Long previously served as the Chief Financial Officer of Furtuna Skin from 2021 to 2024. Prior to joining Furtuna in 2021, Ms. Long was a Senior Advisor to Dell Technologies from November 2019 through August 2021. She also served as a Senior Advisor to Smart Global Holdings from August 2021 through November 2021. From March 2018 to September 2019, Ms. Long was the SVP of Strategy & Corporate Development at McAfee. Prior to joining McAfee, Ms. Long was VP of Strategy & Corporate Development at Seagate Technologies where she held various roles from 2006 until 2017. Tara holds an MBA from The University of Maryland and a Bachelor of Arts from Marquette University. The Board believes that Ms. Long brings relevant experience to our Board of Directors as a financial expert, and her experience in all areas related to finance and strategy will be valuable to us as we continue to scale and grow the business.

  5. Nominees

    Glen Hawk has served as a member of our Board of Directors since March 2022. Mr. Hawk was Chief Operating Officer of Lattice Semiconductor Corporation, a semiconductor manufacturing company, from 2015 through 2017, serving as Chief Executive Officer on an interim basis through August 2018. Prior to Mr. Hawk’s tenure at Lattice, he was Vice President and General Manager of the NAND Solutions Group at Micron Technology Incorporated from 2010 to 2014. During his time at Micron, Mr. Hawk directed the activities of 1,200 employees. He drove profitable revenue growth to $3 billion annually through a significant shift toward higher value, more fully integrated solutions, such as solid-state drives for consumer and enterprise applications. Before Micron, Mr. Hawk was Vice President, General Manager of the Embedded Business Group at Numonyx from 2008 until 2010. Prior to Numonyx, Mr. Hawk was at Intel for 22 years in both engineering and business functions, including General Manager of Intel’s Flash Products Group. Mr. Hawk started his career at Monolithic Memories where he spent 3 years developing Programmable Array Logic technologies after earning a bachelor’s degree in Chemical Engineering from the University of California at Berkeley. The Board believes that Mr. Hawk’s significant experience managing businesses and strong technical knowledge in the semiconductor space qualifies him to serve on our Board of Directors. Douglas Mitchell was appointed to our Board of Directors in February 2024. Mr. Mitchell was Vice President of RAM products at Infineon Technologies LLC from 2020 to 2023 and served as a Member of the Professional Staff from 2016 to 2020. Prior to Infineon, Mr. Mitchell worked with Microelectronics Research Development Corporation and the US Air Force Research Labs developing memory products for space applications from 2011 to 2016. From 2009 to 2010, he was Vice President of Sales & Marketing at Everspin where he led business development for Everspin’s MRAM products shortly after its spin-off from Freescale Semiconductor, Inc. Earlier, he was President & Chief Executive Officer of Simtek Corporation, a publicly traded provider of non-volatile RAM ICs. He was responsible for establishing a cooperative development contract with Cypress Semiconductor Corporation that led to Cypress Semiconductor’s acquisition of Simtek. During his career, Mr. Mitchell has held various executive and management positions focusing on corporate leadership, technology, marketing and business development of micro-controllers, digital signal processors and memories. Since 1997, his principal focus has been on market requirements providing rapid growth opportunities for high performance nonvolatile memory ICs. Mr. Mitchell’s deep understanding of competitive memory products and technologies along with his long experience in application use-cases and Go-to-Market strategies give him unique capabilities in the semiconductor industry. Mr. Mitchell holds an MBA from National University and a Bachelor of Science in Electrical Engineering from the University of Texas at Austin. The Board believes that Mr. Mitchell’s significant experience in corporate leadership, technology, marketing and business development in the semiconductor industry qualifies him to serve on our Board of Directors.

  6. Compensation Committee

    | ● | reviewing and recommending to our Board of Directors the compensation of our directors; |

  7. Non-Employee Director Compensation

    Non-Employee Director Compensation The following table sets forth information concerning the compensation earned by our non-employee directors during the fiscal year ended December 31, 2024:

  8. Non-Employee Director Compensation

    | | Fees Earned or Paid | | | | Name | in Cash | Stock Awards(1) | Total | | Darin G. Billerbeck | $73,125 | $134,437 | $207,562 | | Lawrence G. Finch | - | 178,615(2) | 178,615 | | Geoffrey Ribar | 68,250 | 124,999 | 193,249 | | Glen Hawk | 63,375 | 124,999 | 188,374 | | Tara Long | 60,938 | 124,999 | 185,937 | | Douglas Mitchell | 45,163 | 235,023(3) | 280,187 |

  9. Non-Employee Director Compensation

    | (1) The amounts in this column reflect the aggregate grant date fair value of each stock award granted during the fiscal year 2024 computed in accordance with FASB ASC Topic 718. The valuation assumptions used in determining such amounts are described in Note 2 to our financial statements included in our Annual Report. |

  10. Non-Employee Director Compensation

    | (2) Mr. Finch received 100% of the annual cash retainer in the form of RSUs to acquire 9,241 shares of our common stock, vesting immediately upon grant. |

  11. Non-Employee Director Compensation

    | (3) Each non-employee director received the annual equity grant in 2024, with the exception of Mr. Mitchell, who received an equity grant with a value of $250,000 in 2023 that vests over two annual periods. |

  12. Non-Employee Director Compensation

    As of December 31, 2024, each of the above directors held options to purchase, and unvested RSUs to acquire, shares of our common stock as follows:

  13. Non-Employee Director Compensation

    | Name | Options Awards | RSU Awards | | Darin G. Billerbeck | 42,000 | 8,739 | | Lawrence G. Finch | 24,000 | 8,739 | | Geoffrey Ribar | — | 8,739 | | Glen Hawk | — | 8,739 | | Tara Long | — | 8,739 | | Douglas Mitchell | — | 28,248 |

  14. Summary Compensation Table

    Summary Compensation Table The following table provides certain information concerning the compensation earned by each of the following individuals (the “Named Executive Officers”): the person who served as our principal executive officer during 2024; our two other most highly compensated executive officers who were serving as executive officers as of December 31, 2024 and our former chief financial officer during 2024:

  15. Summary Compensation Table

    | | | | | | Non-Equity | | | | | | | | Stock | Incentive Plan | All Other | | | Name and Principal Position | Year | Salary | Bonus | Awards(1) | Compensation(2) | Compensation | Total | | Sanjeev Aggarwal, Ph.D. | 2024 | $450,000 | $— | $2,280,000 | $291,679 | $910 | $3,022,589 | | President and Chief Executive Officer | 2023 | $450,000 | $— | $949,500 | $721,363 | $910 | $2,121,773 | | Matthew Tenorio(4)(5) | | | | | | | | | Former Interim Chief Financial Officer | 2024 | $125,822 | $20,000 | $91,500 | $29,602 | $379 | $267,303 | | David Schrenk | 2024 | $261,804 | $— | $574,560 | $60,531 | $910 | $897,805 | | Vice President of Sales and Business Development | 2023 | $238,004 | $— | $284,850 | $145,646 | $910 | $669,410 | | Anuj Aggarwal(3) | 2024 | $197,458 | $— | $1,368,000 | $— | $531 | $1,565,989 | | Former Chief Financial Officer | 2023 | $346,500 | $— | $854,550 | $422,867 | $910 | $1,624,827 |

  16. Summary Compensation Table

    | (1) The amount represents the aggregate grant date fair value of the equity awards granted during 2024 and 2023, computed in accordance with FASB ASC Topic 718. The valuation assumptions used in determining such amount are described in Note 2 to our financial statements included in our Annual Report. |

  17. Summary Compensation Table

    | (2) These amounts relate to the annual target bonus payment at a multiplier approved by the Board based on company performance along with a company-wide profit-sharing cash payment of $14,863 in 2023 and $1,429 in 2024. |

  18. Summary Compensation Table

    | (3) Mr. A. Aggarwal served as our Chief Financial Officer from July 2021 until July 2024. |

  19. Summary Compensation Table

    | (4) Mr. Tenorio served as our Interim Chief Financial Officer from July 2024 to January 2025. Prior to July 2024, Mr. Tenorio was not a named executive officer. |

  20. Summary Compensation Table

    | (5) Mr. Tenorio was not a named executive officer in 2023. |

  21. 2024 Outstanding Equity Awards at Fiscal Year-End

    2024 Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding outstanding equity awards held by the Named Executive Officers as of December 31, 2024:

  22. 2024 Outstanding Equity Awards at Fiscal Year-End

    | | | | | | Stock Awards | | | | Option Awards | | | | Number of | Market Value | | | Number of Securities Underlying Unexercised | | | | Shares or Units | of Shares or | | | | | Option | Option | of Stock That | Units of Stock | | | | | Exercise | Expiration | Have Not Yet | That Have Not | | Name | Exercisable (#) | Unexercisable (#) | Price ($) | Date | Vested (#) | Yet Vested (#)(1) | | Sanjeev Aggarwal | 81,666 | 30,334(2) | $8.17 | 3/14/2032 | | | | | 41,666 | 8,334(3) | $5.62 | 8/7/2031 | | | | | 938 | —(4) | $2.56 | 4/8/2030 | | | | | 1,875 | —(5) | $2.23 | 3/25/2030 | | | | | 6,250 | — | $6.35 | 2/11/2029 | | | | | 834 | — | $9.12 | 3/13/2028 | | | | | | | | | 248,275(10) | 1,608,822 | | Matthew Tenorio | — | — | $— | — | | | | | | | | | 10,000(11) | 64,800 | | David Schrenk | 10,625 | 4,375(6) | $8.17 | 3/14/2032 | | | | | 11,718 | 782(7) | $5.62 | 8/7/2031 | | | | | 375 | —(8) | $2.56 | 4/8/2030 | | | | | 7,292 | —(9) | $2.23 | 3/25/2030 | | | | | 146 | — | $6.86 | 8/26/2029 | | | | | 2,110 | — | $8.52 | 8/20/2028 | | | | | | | | | 61,381(12) | 397,749 |

  23. 2024 Outstanding Equity Awards at Fiscal Year-End

    | (1) For the purpose of determining market value, we assumed a stock price of $6.48, the closing sale price per share of our common stock on December 30, 2024, the last business day of our last fiscal year. |

  24. 2024 Outstanding Equity Awards at Fiscal Year-End

    | (2) Represents a stock option award to purchase 112,000 shares of common stock granted on March 14, 2022, of which 25% will vest on January 1, 2023, and the remainder vests in equal increments on a monthly basis thereafter through January 1, 2026. |

  25. 2024 Outstanding Equity Awards at Fiscal Year-End

    | (3) Represents a stock option award to purchase 50,000 shares of common stock granted on August 6, 2021, of which 25% will vest on August 6, 2022, and the remainder vests in equal increments on a monthly basis thereafter through August 6, 2025. |

  26. 2024 Outstanding Equity Awards at Fiscal Year-End

    | (4) Represents a stock option award to purchase 15,000 shares of common stock granted on April 7, 2020, of which 25% will vest on April 7, 2021, and the remainder vests in equal increments on a monthly basis thereafter through April 7, 2024. |

  27. 2024 Outstanding Equity Awards at Fiscal Year-End

    | (5) Represents a stock option award to purchase 30,000 shares of common stock granted on March 24, 2020, of which 25% vested on March 24, 2021, and the remainder vests in equal increments on a monthly basis thereafter through March 24, 2024. |

  28. 2024 Outstanding Equity Awards at Fiscal Year-End

    | (6) Represents a stock option award to purchase 15,000 shares of common stock granted on March 14, 2022, of which 25% will vest on February 28, 2023, and the remainder vests in equal increments on a monthly basis thereafter through February 28, 2026. |

  29. 2024 Outstanding Equity Awards at Fiscal Year-End

    | (7) Represents a stock option award to purchase 12,500 shares of common stock granted on August 6, 2021, of which 25% will vest on March 10, 2022, and the remainder vests in equal increments on a monthly basis thereafter through March 10, 2025. |

  30. 2024 Outstanding Equity Awards at Fiscal Year-End

    | (8) Represents a stock option award to purchase 2,000 shares of common stock granted on April 7, 2020, of which 25% will vest on April 7, 2021, and the remainder vests in equal increments on a monthly basis thereafter through April 7, 2024. |

  31. 2024 Outstanding Equity Awards at Fiscal Year-End

    | (9) Represents a stock option award to purchase 12,500 shares of common stock granted on March 24, 2020, of which 25% vested on March 24, 2021, and the remainder vests in equal increments on a monthly basis thereafter through March 24, 2024. |

  32. 2024 Outstanding Equity Awards at Fiscal Year-End

    | (10) Represents (i) an RSU award granted on August 6, 2021 of which the remaining 3,125 RSUs will vest on August 6, 2025; (ii) an RSU award granted on March 14, 2022 of which the remaining 31,000 RSUs vested or will vest in equal increments on January 1, 2025 and January 1, 2026; (iii) an RSU award granted on May 10, 2022 of which 12.900 RSUs vested or will vest in equal increments on January 1, 2025, and January 1, 2026; (iv) an RSU award granted on March 17, 2023 of which 18,750 RSUs vested on January 1, 2025; and (v) an RSU award granted on February 27, 2024 of which 112,500 RSUs will vest in five equal quarterly installments starting on January 1, 2025 through January 1, 2026; and 70,000 RSUs will vest in eight quarterly installments starting on April 1, 2026 through January 1, 2028. |

  33. 2024 Outstanding Equity Awards at Fiscal Year-End

    | (11) Represents an RSU award granted on July 29, 2024 of which the remaining 10,000 RSUs vested or will vest in two equal quarterly increments on January 1, 2025 and April 1, 2025. |

  34. 2024 Outstanding Equity Awards at Fiscal Year-End

    | (12) Represents (i) an RSU award granted on August 6, 2021 of which the remaining 781 RSUs vested on March 10, 2025; (ii) an RSU award granted on March 14, 2022 of which the remaining 6,250 RSUs vested or will vest in equal increments on March 14, 2025 and March 14, 2026; (iii) an RSU award granted on May 10, 2022 of which 2,600 RSUs vested or will vest in equal increments on March 14, 2025 and March 14, 2026 (iv) an RSU award granted on March 17, 2023 of which 5,625 RSUs vested on March 17, 2025; and (v) an RSU award granted on February 27, 2024 of which 28,125 RSUs will vest in five equal quarterly installments starting on February 27, 2025 through February 27, 2026; and 18,000 RSUs will vest in eight quarterly installments starting on May 27, 2026 through February 27, 2028. |

  35. Pension Benefits

    Pension Benefits We do not maintain any defined benefit pension plans.

  36. Non-qualified Deferred Compensation

    Non-qualified Deferred Compensation We do not maintain any non-qualified deferred compensation plans.

  37. Pay Versus Performance

    Pay Versus Performance The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and named executive officer (“NEO”) pay. This disclosure is intended to comply with the requirements of Item 402(v) of Regulation S-K applicable to “smaller reporting companies.” For additional information about our pay for performance compensation philosophy and how we seek to align executive compensation with the Company’s performance, refer to “Executive Compensation” above. The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in the “Executive Compensation” section above. Our Chief Executive Officer is our principal executive officer and is referred to as PEO in the headers to the following tables.

  38. Pay Versus Performance

    | | | | | | | | Value of | | | | | | | | Average | Average | Initial Fixed | | | | | | | | Summary | Compensation | $100 Invstment | | | | Summary | Compensation | Summary | Compensation | Compensation | Actually | Based On | | | | Compensation | Actually | Compensation | Actually | Table Total for | Paid to | Total | Net | | | Table Total | Paid to | Table Total for | Paid to | Non-PEO | Non-PEO | Shareholder | Income | | Year | for PEO 1(1)* | PEO 1(2)* | PEO 2(1)* | PEO 2(2)* | NEOs(3) | NEOs(4) | Return(5) | (millions)(6) | | 2024 | $— | $— | $3,022,589 | $2,122,812 | $910,365 | $691,994 | $138.91 | $0.781 | | 2023 | $— | $— | $2,121,773 | $1,859,759 | $1,147,119 | $978,693 | $196.52 | $9.052 | | 2022 | $865,622 | $936,247 | $2,239,932 | $1,032,239 | $1,785,875 | $611,192 | $120.87 | $6.129 |

  39. Pay Versus Performance

    | * PEO 1 relates to Darin Billerbeck, who served as PEO for all of 2021 and a portion of 2022 until March 2022. PEO 2 relates to Sanjeev Aggarwal, who has served as PEO since March 2022. The individuals comprising the Non-PEO NEOs for each year presented are below: |

  40. Pay Versus Performance

    | 2024 | 2023 | 2022 | | Matthew Tenorio | Anuj Aggarwal | Anuj Aggarwal | | Anuj Aggarwal | David Schrenk | N/A | | David Schrenk | N/A | N/A |

  41. Pay Versus Performance

    | (1) The dollar amounts reported are the amounts of total compensation reported for our Chief Executive Officer for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation — Summary Compensation Table.” |

  42. Pay Versus Performance

    | (2) The dollar amounts reported represent the amount of “compensation actually paid” to our PEO and average amount of CAP to our Non-PEO NEOs, 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 our NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the reported total compensation for the year to determine the compensation actually paid: |

  43. Pay Versus Performance

    | | | | | | Inclusion of | Inclusion of | | | | | | Exclusion of | Exclusion of | Prior Year | Prior Year | | | | | Summary | Stock Awards | Stock Options | Stock Awards | Stock Options | Compensation | | | | Compensation | Unvested as of | Unvested as of | Vested as of | Exercised as of | Actually | | | | Table Total for | Year-End for | Year-End for | Year-End for | Year-End for | Paid to | | Year | PEO | PEO | PEO* | PEO* | PEO* | PEO* | PEO** | | 2024 | PEO 1 | $— | $— | $— | $— | $— | $— | | 2024 | PEO 2 | $3,022,589 | $(1,833,825) | $— | $772,146 | $161,901 | $2,122,812 |

  44. Pay Versus Performance

    | * The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |

  45. Pay Versus Performance

    | ** The sum and/or computation of individual numerical amounts disclosed in the table may not equal the total due to rounding. |

  46. Pay Versus Performance

    | (3) The dollar amounts represent the average of the amounts reported for our non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. |

  47. Pay Versus Performance

    | (4) The dollar amounts reported represent the average amount of “compensation actually paid” to our 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 our 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 our non-PEO NEOs as a group for each year to determine the compensation actually paid, using the same methodology described above in footnote 3: |

  48. Pay Versus Performance

    | | | | | Average | Average | | | | Average | Average | Average | Inclusion of | Inclusion of | | | | Summary | Exclusion of | Exclusion of | Prior Year | Prior Year | | | | Compensation | Stock Awards | Stock Options | Stock Awards | Stock Options | Average | | | Table | Unvested as of | Unvested as of | Vested as of | Exercised as of | Compensation | | | Total for | Year-End | Year-End | Year-End | Year-End | Actually Paid | | | Non-PEO | for Non-PEO | for Non-PEO | for Non-PEO | for Non-PEO | to Non-PEO | | Year | NEOs | NEOs* | NEOs* | NEOs* | NEOs* | NEOs** | | 2024 | $910,365 | $(571,428) | $— | $256,335 | $96,721 | $691,994 |

  49. Pay Versus Performance

    | * The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |

  50. Pay Versus Performance

    | ** The sum and/or computation of individual numerical amounts disclosed in the table may not equal the total due to rounding. |

  51. Pay Versus Performance

    | (5) For the relevant year, represents the cumulative TSR of our common stock at the end of each year. In each case, assume an initial investment of $100 on December 31, 2021. |

  52. Pay Versus Performance

    | (6) The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable year. |

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

    Analysis of the Information Presented in the Pay Versus Performance Table As described in more detail above, our executive compensation program reflects a variable pay-for- performance philosophy. While we utilize several performance measures to align executive compensation with our performance, all of those company measures are not presented in the Pay versus Performance table. Moreover, we generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

  54. Compensation Actually Paid and Cumulative TSR

    Compensation Actually Paid and Cumulative TSR The following chart sets forth the relationship between compensation actually paid to the PEO and the average of the compensation actually paid to the remaining NEOs, compared to our cumulative TSR for each the years presented:

  55. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income The following chart sets forth the relationship between compensation actually paid to the PEO and the average of the compensation actually paid to the remaining NEOs, compared to our net income reported in our most recent 10-K filing for each of the years presented: All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of Everspin under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent we specifically incorporate such information by reference.