DEF 14A of Navitas Semiconductor Corp, May 29, 2025

DEF 14A of Navitas Semiconductor Corp

Filed May 29, 2025 · FY20240001628280-25-028387

Open on EDGAR

  1. and Proxy Statement

    | CONTENTS | | | Notice of Annual Stockholders’ Meeting and Proxy Statement | | | PROXY STATEMENT | | | MEETING AND VOTING INFORMATION | | | Proposals to be Presented at the Meeting | 1 | | How to Vote | 2 | | Your Proxy Can Be Revoked | 2 | | Voting Rights of Stockholders | 3 | | CORPORATE GOVERNANCE | | | Board Structure and Directors’ Terms of Office | 5 | | Biographical Information for Directors | 6 | | Director Independence | 8 | | Code of Business Conduct and Ethics | 8 | | Board Leadership Structure and Role in Risk Oversight | 9 | | Restrictions on Hedging, Short Sales and Speculative Transactions | 9 | | Insider Trading Policy | 9 | | Policies Related to Granting Equity Awards in Proximity to Material Disclosures | 10 | | Communications with Directors | 10 | | Board Meetings and Committees | 10 | | Oversight of Sustainability Initiatives | 13 | | Board Diversity | 13 | | Stockholder Recommendations for Director Nominees | 14 | | Proposal 1 - Election of Class I Directors | 15 | | EXECUTIVE OFFICERS | | | Biographical Information | 16 | | EXECUTIVE AND DIRECTOR COMPENSATION | | | Compensation Policies and Practices | 16 | | Summary Compensation Table | 17 | | Employment Arrangements with Named Executive Officers | 17 | | Annual Incentive Bonus | 18 | | Executive Severance Plan | 18 | | Outstanding Equity Awards at Fiscal Year End | 20 | | Long-Term Incentive Performance Awards to Executive Officers | 20 | | Pay Versus Performance | 22 | | Non-Employee Director Compensation | 25 | | Equity Compensation Plan Information | 26 | | Proposal 2 - Advisory Vote on Executive Compensation (“Say-On-Pay”) | 27 | | BENEFICIAL OWNERSHIP BY DIRECTORS, OFFICERS AND PRINCIPAL STOCKHOLDERS | 28 | | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 30 | | Related Persons Transaction Policy | 33 | | INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | | Auditor Fees | 34 | | Audit Committee Pre-Approval Policy and Procedures | 34 |

  2. Class I Directors Nominated for Reelection for Terms Expiring at the 2028 Annual Stockholders’ Meeting

    Class I Directors Nominated for Reelection for Terms Expiring at the 2028 Annual Stockholders’ Meeting Gene Sheridan. Mr. Sheridan is our President and Chief Executive Officer, and is the Chair and a Class I member of our board of directors. His current term of office as a director is scheduled to expire at the upcoming 2025 annual stockholders’ meeting. Mr. Sheridan co-founded Navitas and has served as President, Chief Executive Officer and member of the Navitas board since 2014. Mr. Sheridan has over 30 years of experience in the power management and semiconductor industry. From 2013 through 2015, Mr. Sheridan served as Chief Executive Officer of Empower Semiconductor, a provider of power management services, and since then has served as its executive chairman. From 2011 through 2013, he served as Senior Vice President and General Manager, Wireless Products Group at SMSC (now part of Microchip Technology, Inc.), a provider of mixed-signal, analog and Flash-IP solutions. From 2006 to 2011, he served as Chief Executive Officer of BridgeCo (now part of Microchip Technology, Inc.), a networking media semiconductor company. Prior to that, Mr. Sheridan held various roles at International Rectifier, a power management technology company (now part of Infineon Technologies), from 1988 to 2006, including Vice President, Processor Power Group and Vice President, Consumer & Communications Business Unit. Mr. Sheridan received a Bachelor of Science, Electrical Engineering (BSEE) in 1988 from Clarkson University. We believe Mr. Sheridan is qualified to serve on our board due to his extensive executive management and power management and semiconductor industry leadership experience as well as his deep knowledge of Navitas’ technology and business operations. Ranbir Singh. Dr. Singh was elected to a new Class I directorship on November 26, 2024, to serve until the upcoming 2025 annual stockholders’ meeting. Under our certificate of incorporation and bylaws, directors who are appointed to fill newly created directorships hold office until the expiration of the director class to which they are appointed or the director’s earlier resignation or removal. Dr. Singh as previously a member of Navitas’ senior management team following the company’s acquisition of GeneSiC Semiconductor Inc. (“GeneSiC”) on August 15, 2022, including as Executive Vice President, GeneSiC Business, until July 31, 2024. Dr. Singh was previously President and CEO of GeneSiC, which he founded in 2004. Prior to that he conducted research on silicon carbide (SiC) power devices, first at Cree Inc. (now Wolfspeed, Inc.) and then at the National Institutes of Standards and Testing (NIST). Dr. Singh has published on a wide range of SiC and power technology subjects, including PiN, JBS and Schottky diodes, MOSFETs, IGBTs, Thyristors and field-controlled thyristors. He received Ph.D. and M.S. degrees in Electrical and Computer Engineering from North Carolina State University and a B. Tech. degree from the Indian Institute of Technology, Delhi. We believe Dr. Singh is qualified to serve on our board due to his leadership experience as founder and president of GeneSiC as well as his deep knowledge of silicon carbide technology and markets generally and GeneSiC’s technology and business specifically. Cristiano Amoruso. Mr. Amoruso was appointed as a director on May 8, 2025 to fill a vacant Class I directorship created by Daniel M. Kinzer’s previously announced resignation from the board. Under our certificate of incorporation and bylaws, directors who are appointed to fill vacancies hold office until the expiration of the term of the class to which they are appointed. Hence Mr. Amoruso’s current term of office as a director is scheduled to expire at the upcoming 2025 annual stockholders’ meeting. Between 2019 and January 2025 Mr. Amoruso served as director of Suniva, Inc., a manufacturer of semiconductor photovoltaic cells, and from 2023 to January 2025 was its Chief Executive Officer. From 2015 to January 2025 Mr. Amoruso was an analyst at Lion Point Capital, LP, an investment firm seeking to create value at public and private companies by driving operational, structural and regulatory changes. Prior to Lion Point, Mr. Amoruso was a director at Starboard Value LP, a New York-based investment adviser with a fundamental approach to investing in and driving value at publicly traded U.S. companies. Before that he was an investor at Infracapital, the infrastructure private equity manager of M&G Investments (LON: MNG). Mr. Amoruso received an M.B.A. from Columbia Business School, and graduated from the University of Bari, Italy, where he received a Laurea (Bachelor’s Degree), 110/110 e lode, in economics and business. Mr. Amoruso is a CFA Charterholder. We believe Mr. Amoruso is qualified to serve on our board due to his extensive investment and advisory background, including in connection with products and technologies directly related to the company’s businesses.

  3. Class II Directors Continuing in Office until the 2026 Annual Stockholders’ Meeting

    Class II Directors Continuing in Office until the 2026 Annual Stockholders’ Meeting Brian Long. Mr. Long is a Class II member of our board whose term of office as a director is scheduled to expire at the 2026 annual stockholders’ meeting. Mr. Long has been a member of our board of directors since 2015 and, since the consummation of the Business Combination he has served as Lead Independent Director. He is a member of the audit committee, compensation committee, and nominating and governance committee. Mr. Long is a founder and has served as Managing Partner of Atlantic Bridge Capital, a venture capital firm, since 2004. Prior to that, he co-founded and from 1993 to 2003 served as Chief Executive Officer of CEVA (Parthus), a semiconductor company which went public. Mr. Long also co-founded and was chairman of GloNav Inc. (now part of NXP), from 2006 to 2008, which developed the first single-chip GPS solutions used on Samsung Galaxy mobile phones. Mr. Long is an investor and currently serves as a board member of various technology companies, including Intel Movidius since 2013, Quixey since 2012 and Hedvig Inc. since 2013. Previous investment and board seats include Maginatics, Inc. (now part of EMC), Ozmo Devices (now part of Atmel), BridgCo (now part of SMSC), Silicon Blue Technologies (now part of Lattice Semiconductor) and Osmetta Inc. (now part of Facebook). Mr. Long holds a Master’s in Electronic Engineering from Trinity College, Dublin. We believe Mr. Long is qualified to serve on our board based on his experience as a board member of technology companies and his investing experience. David Moxam. Mr. Moxam is a Class II member of our board whose term of office as a director is scheduled to expire at the 2026 annual stockholders’ meeting. He is also chair of the compensation committee and a member of the audit committee. He has been a member of our board of directors since 2014. Mr. Moxam is a founder and has been the Managing Partner of Malibu IQ, LLC, a venture capital firm, since 2011. Malibu IQ was an original investor in Navitas. Mr. Moxam was a founder of Authentix, Inc., a global provider of authentication and information services to central banks and global pharmaceutical and energy companies, and served as its Chief Executive Officer from 2002 to 2012. Prior to Authentix, he was President of the Global Financial division of EDS Corp., which went public in 1996. He is the Executive Chairman and serves as a board director at Decisio Health, Inc., the first FDA-accepted clinical decision support software platform for clinical care in hospitals that aims to improve clinical outcomes. Mr. Moxam was a founding member of the board of directors at PeopleShores PBC, a technology services provider and impact sourcing partner for socially conscious corporations, since 2017. Mr. Moxam has received various recognitions, including the Queen’s Award for Enterprise in the U.K., and he was an Ernst & Young Entrepreneur of the Year for Technology in the U.S. Mr. Moxam holds graduate diplomas in Physics and Business Administration from Laurentian University in Canada and has participated in corporate executive programs with INSEAD, an international business school in France. We believe Mr. Moxam is qualified to serve on our board based on his experience as a member of the Navitas board and his executive and board level experience at disruptive technology companies. Dipender Saluja. Mr. Saluja is a Class II member of our board whose term of office as a director is scheduled to expire at the 2026 annual stockholders’ meeting. He is also chair of the nominating and governance committee. He has been a member of our board since 2015. Mr. Saluja has served as Managing Director of Capricorn Investment Group, an investment firm, since 2006. Prior to Capricorn Investment Group, he served in various operating roles at Cadence Design Systems, an electronic design company, from 1990 to 2006. Mr. Saluja currently serves on the boards of QuantumScape (NYSE: QS), Joby Aviation, Inc. (NYSE: JOBY) and several private companies. Mr. Saluja also currently serves as a Commissioner of the Global Commission to End Energy Poverty (GCEEP), on the leadership council of Cyclotron Road, on the Investment Advisory Committee of the PRIME Coalition, on the Investment Council of CalStart, and on the Advisory board of the Institute On The Environment. We believe Mr. Saluja is qualified to serve on our board because of his extensive operational, management, strategy, investment and directorship experience, particularly in the areas of technology, electronics, semiconductors, transportation, renewable energy and cleantech.

  4. Class III Directors Continuing in Office until the 2027 Annual Stockholders’ Meeting

    Class III Directors Continuing in Office until the 2027 Annual Stockholders’ Meeting Richard J. Hendrix. Mr. Hendrix is a Class III member of our board whose term of office as a director is scheduled to expire at the 2027 annual stockholders’ meeting. Mr. Hendrix has been a member of our board, chair of the audit committee and a member of the compensation committee since October 2021. He has served as chair of the board since April 23, 2025 pursuant to the previously disclosed agreement of that date between the company, on the one hand, and Ranbir Singh and SiCPower, LLC, on the other hand. Mr. Hendrix served as chief executive officer and a member of the board of directors of the registrant (then named Live Oak Acquisition Corp. II) from August 2020 to the closing of the Business Combination in October 2021. Mr. Hendrix has been operating executive for Crestview Advisors, a middle market focused private equity firm, since 2017. From January 2020 to December 2020, Mr. Hendrix served as an officer and director of Live Oak Acquisition Corp., a blank check company that consummated a business combination with Meredian Holdings Group, Inc., which was renamed Danimer Scientific, Inc. at the closing of the business combination. Mr. Hendrix continues to serve as a director of Danimer Scientific, Inc. From January 2021 to March 2023, Mr. Hendrix was chief executive officer and a member of the board of directors of Live Oak Mobility Acquisition Corp., a blank check company that redeemed all of its outstanding public shares in March 2023. From February 2021 to November 2023, Mr. Hendrix was chief executive officer and a director of Live Oak Crestview Climate Acquisition Corp., a blank check company which redeemed its shares in 2023. Mr. Hendrix previously was an executive at FBR & Co., a capital markets firm, in a variety of roles from 1999 to 2008 and as chief executive officer from 2009 to FBR’s sale in 2017, including serving as chairman from 2012 to 2017. Prior to FBR, Mr. Hendrix was a Managing Director in PNC Capital Markets’ investment banking group and headed PNC’s asset-backed securities business. Mr. Hendrix received his B.S. in Finance from Miami University. We believe Mr. Hendrix is qualified to serve on our board due to his extensive finance, investment and advisory background. Gary K. Wunderlich, Jr. Mr. Wunderlich is a Class III member of our board whose term of office as a director is scheduled to expire at the 2027 annual stockholders’ meeting. He also serves as a member of the nominating and governance committee. Since December 2023, Mr. Wunderlich has been President and CEO of PNFP Capital Markets, Inc. a wholly owned subsidiary of Pinnacle Financial Partners Inc (NASDAQ: PNFP). Mr. Wunderlich served as an officer of Live Oak Acquisition Corp. II from August 2020 to the consummation of the Business Combination on October 19, 2021. Since February 2022 Mr. Wunderlich has served as a Director of Valuence Merger Corp. I (NASDAQ: VMCA), a blank check company focused on combining with a merger target based in Asia (excluding China, Hong Kong and Macau). From February 2021 to November 2023, Mr. Wunderlich was President, Chief Financial Officer, Secretary and a member of the board of directors of Live Oak Crestview Climate Acquisition Corp., a blank check company which redeemed its shares in 2023. From January 2020 to December 2020, Mr. Wunderlich served as an officer of Live Oak Acquisition Corp., a blank check company that consummated a business combination with Meredian Holdings Group, Inc., which was renamed Danimer Scientific, Inc. at the closing of the business combination. Mr. Wunderlich is co-founder and managing partner of Live Oak Merchant Partners, a merchant bank providing capital and advisory services to middle market companies across a wide range of industries. Prior to co-founding Live Oak in 2019, Mr. Wunderlich was the founder and Chief Executive Officer of Wunderlich Securities, Inc. (“WSI”), a full-service investment banking and brokerage firm, from 1996 until its merger in 2017 with B. Riley Financial, Inc. From 2016 to 2018 Mr. Wunderlich was a member of the Securities Industry and Financial Markets Association’s (“SIFMA”) National Board of Directors. He was also a founding board member of the American Securities Association from its inception in 2016 until 2018. Mr. Wunderlich also served in various capacities with the Financial Industry Regulatory Authority (FINRA) including serving on the National Advisory Board, serving on the District 5 Committee as both a Member and Chairman, and serving as a Member of the National Membership Committee. Mr. Wunderlich received a B.A. in Economics from the University of Virginia and an M.B.A. from the University of Memphis. We believe Mr. Wunderlich is qualified to serve on our board due to his extensive investment and securities background.

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

    Policies and Practices Related to Stock Option and Similar Awards in Proximity to Material Disclosures In September 2022 we adopted a policy and procedures for granting equity-based awards, which applies to all equity-based awards to directors, officers, employees, and consultants under our equity plans, including stock options, stock appreciation rights, restricted stock, restricted stock units (RSUs), performance shares and performance units. Although our equity incentive plan provides for the issuance of stock options, virtually all of our equity-based awards consist of RSUs, with the notable exception of LTIP option awards granted to three of our executive officers in 2021 and 2022 as discussed below under “Executive and Director Compensation—Long-Term Incentive Performance Awards to Executive Officers.” Under the policy, it is the intent of the company not to manipulate the timing of the public release of material information, or the timing of any equity-based award, with the intent of benefiting an award recipient. Further, it is the intent of the policy that all equity-based awards be made during “open trading windows” as much as possible, i.e., at times when trading in Navitas securities is otherwise generally permitted under our Insider Trading Policy. The policy provides that annual equity-based awards are made on a fixed date each year, following the public announcement of the previous year’s financial results. The board of directors or its compensation committee may change the annual grant date for any particular year if the company is in possession of material non-public information or if the board or the compensation committee otherwise determines that making grants on such date would not be in the company’s best interests. We have never timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. The foregoing summary of our policy and procedures for granting equity-based awards is qualified in its entirety by reference to the full text of the policy, which has been filed as Exhibit 19.2 to our 2024 Annual Report. During our last completed fiscal year we did not award stock options, stock appreciation rights or similar awards to any of our executive officers.

  6. Board Meetings and Committees

    Board Meetings and Committees During our last fiscal year ended December 31, 2024, our board of directors held eleven meetings, the audit committee held eight meetings, the compensation committee held five meetings, and the governance and sustainability committee held two meetings. Each director attended at least 75% of the aggregate of the total number of meetings of the board and the committees on which the director served. It is the policy of our board to regularly have separate meeting times for independent directors without management present. Our board of directors has a standing audit committee, compensation committee, and governance and sustainability committee (formerly named the nominating and governance committee). The composition and responsibilities of each of the committees of our board is described below. Members serve on these committees until their resignation or until otherwise determined by the board. Since, in our board members’ experience, holders of the vast majority of shares in public companies similar in size and nature to Navitas choose to vote their shares through the proxy process and, generally, do not themselves attend annual meetings of stockholders, our board has not adopted a formal policy regarding attendance by members of our board of directors at annual stockholders’ meetings. All members of the board participated in the 2024 annual stockholders’ meeting, including two who attended in person and five who joined remotely. Audit Committee The members of our audit committee are Richard J. Hendrix (chair), Brian Long and David Moxam. The board has determined that each committee member satisfies the requirements for independence and financial literacy under the applicable rules and regulations of the SEC and Nasdaq. The board has also determined that Mr. Hendrix is an “audit committee financial expert,” as that term is defined in SEC rules, among other reasons because of his extensive finance, investment and advisory background as described above under “Biographical Information for Directors—Richard J. Hendrix.” Our audit committee oversees our corporate accounting and financial reporting process and assists our board of directors in monitoring our financial systems and our legal compliance. Our audit committee responsibilities also include, among other things: •selecting and hiring the independent registered public accounting firm to audit our financial statements; •overseeing the performance of the independent registered public accounting firm and taking those actions as it deems necessary to satisfy itself that the accountants are independent of management; •reviewing financial statements and discussing with management and the independent registered public accounting firm our annual audited and quarterly financial statements, the results of the independent audit and the quarterly reviews, and the reports and certifications regarding internal control over financial reporting and disclosure controls; •reviewing the adequacy and effectiveness of our internal controls and disclosure controls and procedures; •overseeing our policies on risk assessment and risk management; •reviewing related party transactions; and •approving or, as required, pre-approving, all audit and all permissible non-audit services and fees to be performed by the independent registered public accounting firm. Our audit committee operates under a written charter approved by our board of directors and that satisfies the applicable rules and regulations of the SEC and Nasdaq listing standards. A current copy of the charter is available on our website at https://ir.navitassemi.com/corporate-governance/documents-charters. This reference to our website does not include or incorporate by reference the information on that website into this proxy statement. Compensation Committee The members of our compensation committee are David Moxam (chair), Brian Long and Richard J. Hendrix. The board has determined that each committee member satisfies the requirements for independence under the applicable rules and regulations of the SEC and Nasdaq. Our compensation committee oversees our corporate compensation programs. The compensation committee responsibilities also include, among other things: •reviewing, and recommending to the board for approval, the compensation of our chief executive officer; •reviewing and approving the compensation of our other executive officers; •reviewing, and recommending to the board for approval, the compensation of directors; •overseeing our overall compensation philosophy and compensation policies, plans and benefit programs for employees, including our executive officers; •reviewing, approving and making recommendations to our board of directors regarding incentive compensation and equity plans; and •overseeing the administration our equity compensation plans. Our compensation committee operates under a written charter approved by our board of directors which satisfies the applicable SEC rules and regulations and Nasdaq listing standards. A current copy of the charter is available on our website at https://ir.navitassemi.com/corporate-governance/documents-charters. This reference to our website does not include or incorporate by reference the information on that website into this proxy statement. The compensation committee generally reviews all elements of executive officer compensation in the first quarter of each year, in connection with the company’s annual performance review process and the board’s review of the company’s performance in the previous year. As part of this review the committee receives reports from, and consults with, an independent compensation consultant regarding current benchmarks and customary compensation levels and practices by similarly situated companies. The committee considers recommendations of the chief executive officer regarding the elements of compensation of executive officers based on such benchmark information. The committee does not delegate to any other persons any of its authority over executive compensation under the committee’s charter. Governance and Sustainability Committee The members of our governance and sustainability committee are Dipender Saluja (chair), Brian Long and Gary K. Wunderlich, Jr. The board has determined that each committee member satisfies the requirements for independence under the applicable rules and regulations of the SEC and Nasdaq. The nominating and governance committee is responsible for, among other things: •identifying, evaluating and selecting, or making recommendations to the board of directors regarding, nominees for election to the board of directors and its committees; •reviewing and providing oversight over Navitas’ environmental, social and governance (ESG) framework, including in connection with with climate- and sustainability-related initiatives and other actions associated with the environment (see below under “Oversight of Sustainability Initiatives”); •evaluating the performance of the board of directors and of individual directors; •considering, and making recommendations to the board of directors regarding, the composition of the board of directors and its committees; •reviewing developments in corporate governance practices; •evaluating the adequacy of the corporate governance practices and reporting; and •developing, and making recommendations to the board of directors regarding, corporate governance guidelines and matters. Our nominating and governance committee operates under a written charter approved by our board of directors and that satisfies the applicable SEC rules and regulations and Nasdaq listing standards. A current copy of the charter is available on our website at https://ir.navitassemi.com/corporate-governance/documents-charters. This reference to our website does not include or incorporate by reference the information on that website into this proxy statement.

  7. Stockholder Recommendations for Director Nominees

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

  8. ELECTION OF CLASS I DIRECTORS

    ELECTION OF CLASS I DIRECTORS In accordance with our certificate of incorporation, our board of directors is divided into three classes with staggered three-year terms. For more information on the structure and composition of the board, see “Board of Directors and Corporate Governance,” above. At the 2025 annual stockholders’ meeting, three Class I directors will be elected to our board of directors by the holders of our common stock, each to serve for a three-year term expiring at the 2028 annual stockholders’ meeting, or until the election and qualification of the director’s successor or such director’s earlier death, resignation or removal.

  9. Nominees for Director

    Nominees for Director Our board of directors has nominated Gene Sheridan, Ranbir Singh and Cristiano Amoruso, who are current Class I directors, as nominees for reelection to our board of directors at the annual meeting as Class I directors. If elected, Mr. Sheridan, Dr. Singh and Mr. Amoruso will each continue to serve as a Class I director until the 2028 annual stockholders’meeting and until his successor is duly elected and qualified or until his earlier death, resignation or removal. For more information concerning the nominees, please see the biographical information in “Biographical Information for Directors,” above. Mr. Sheridan, Dr. Singh and Mr. Amoruso have agreed to serve, if elected, and management has no reason to believe that any will be unavailable to serve. In the event a nominee is unable or declines to serve as a director at the time of the annual meeting, proxies will be voted for any nominee who may be proposed by the governance and sustainability committee and designated by the present board of directors to fill the vacancy. Proxies may not be voted for more than three nominees.

  10. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION

  11. Compensation Policies and Practices

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

  12. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation earned for the years indicated by (i) our chief executive officer and (ii) the two most highly compensated executive officers in 2024, other than the chief executive officer, who were serving as executive officers at the end of 2024 (our “named executive officers” or “NEOs”).

  13. Summary Compensation Table

    | Name and principal position | Fiscal Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (1) | All Other Compensation ($) (2) | Total ($) | | Gene Sheridan President and Chief Executive Officer, and Class I Director | 2024 | $565,125 | | $— | $13,962 | $579,087 | | | 2023 | $541,669 | | $504,970 | $13,362 | $1,060,001 | | Daniel M. Kinzer(3) Chief Operating Officer and Chief Technology Officer, and Class I Director | 2024 | $462,375 | | $— | $13,905 | $476,280 | | | 2023 | $443,751 | | $309,868 | $13,362 | $766,981 | | Todd Glickman(4) Senior Vice President, Chief Financial Officer and Treasurer | 2024 | $316,949 | | $325,998 | $12,840 | $655,787 |

  14. Summary Compensation Table

    | (1) Annual bonus amounts are shown in the “Stock Awards” column and reflect performance-based bonuses earned in respect of the year indicated and paid in March of the following year in the form of vested restricted stock units (RSUs). For additional information, see “Annual Bonus” below. For Mr. Sheridan and Mr. Kinzer, amounts shown reflect annual bonuses earned in respect of 2023 and paid in March 2024. For Mr. Glickman, amount shown reflects the grant date value of RSUs awarded to Mr. Glickman in 2024, which vest ratably over four years, and the value of a performance-based annual bonus earned in respect of 2024 and paid in the form of vested RSUs in March 2025. | | (2) Reflects employer matching contributions under Navitas’ 401(k) plan and the dollar value of life insurance premiums paid by the company. | | (3) As previously disclosed, on April 23, 2025, Mr. Kinzer resigned from his executive roles effective May 1, 2025 and as a member of the board effective May 8, 2025. The company intends to enter into an advisory arrangement with Mr. Kinzer to advise the company on gallium nitride technology. | | (4) Mr. Glickman became an executive officer on October 4, 2024. He was not an executive officer in 2023. |

  15. Summary Compensation Table

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  16. Outstanding Equity Awards at 2024 Fiscal Year End

    Outstanding Equity Awards at 2024 Fiscal Year End The following table provides information on all outstanding option and stock awards held by our named executive officers as of December 31, 2024.

  17. Outstanding Equity Awards at 2024 Fiscal Year End

    | | | Option Awards | | | | Stock awards | | | Name | Grant date | Number of securities underlying unexercised options (#) exercisable | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#)(1) | Option exercise price per share ($) | Option expiration date | Number of shares or units of stock that have not vested (#)(2) | Market value of shares or units of stock that have not vested ($) (3) | | Gene Sheridan | 12/29/21 | | 3,250,000 | $15.51 | 12/29/31 | | | | Daniel M. Kinzer(4) | 12/29/21 | | 3,250,000 | $15.51 | 12/29/31 | | | | Todd Glickman | 8/18/19 | 73,352 | | $0.21 | 8/18/29 | | | | | 4/25/22 | | | | | 20,136 | $71,886 | | | 2/1/24 | | | | | 37,500 | $133,875 |

  18. Outstanding Equity Awards at 2024 Fiscal Year End

    (1) Consists of long-term incentive performance (“LTIP”) option awards under the Equity Plan. The awards are structured as non-qualified stock options subject to vesting based on the achievement of share price targets and financial performance goals over a seven-year performance period from 2022 through 2028, inclusively. For more information, see “Long-Term Incentive Performance Awards to Executive Officers” below. Mr. Kinzer’s LTIP award terminated in accordance with its terms upon his resignation from the company effective May 1, 2025, as discussed further in note 4 below. (2) Consists of unvested restricted stock units (RSUs). (3) In accordance with SEC regulations, amounts in this column equal the closing market price per share of our common stock on December 31, 2024 ($3.57), the last trading day of the fiscal year, multiplied by the number of shares underlying the RSU award shown in the adjacent column. Amounts shown in this column do not necessarily represent the fair value for expensing purposes or the fair value of corresponding awards that were expected to vest as of December 31, 2024. (4) As previously disclosed, on April 23, 2025, Mr. Kinzer resigned from his executive roles effective May 1, 2025. As a result of such resignation, Mr. Kinzer’s LTIP award terminated in accordance with its terms.

  19. Pay Versus Performance

    Pay Versus Performance The following table shows (i) the total compensation reported for our CEO and the average total compensation reported for our other named executive officers, or “NEOs,” for the past three fiscal years, as reported in the summary compensation table; (ii) the “compensation actually paid” or “CAP” to our CEO and the average CAP to our other NEOs in the corresponding year; (iii) our cumulative total stockholder return or “TSR”; and (iv) our net income for each year, in each case calculated and presented according to SEC rules. Whereas amounts shown in the summary compensation table on page 17 of this proxy statement reflect fair values of equity awards on the applicable grant dates, the SEC rules governing “pay-versus-performance” disclosure aim to show the relationship between CAP and financial performance in a given year, taking into account changes in the value of equity awards from year to year. CAP calculations are described in further detail in note 2 below, which includes reconciliations to amounts shown in the summary compensation table.

  20. Pay Versus Performance

    | Fiscal Year (a) | Summary Compensation Total for CEO (b)(1) | Compensation Actually Paid (CAP) to CEO (c)(2) | Average Summary Compensation Total for non-CEO NEOs (d)(1) | Average Summary Compensation Actually Paid (CAP) to non-CEO NEOs (e)(2) | Value of Initial Fixed $100 Investment Based on Total Stockholder Return (TSR) (f) | Net Income (h)(3) | | 2024 | $579,087 | $(6,008,951) | $566,034 | $(1,936,899) | $20.99 | $(84,599,000) | | 2023 | $1,060,001 | $11,764,262 | $669,455 | $4,744,960 | $47.44 | $(145,433,000) | | 2022 | $705,950 | $(44,011,320) | $5,502,654 | $1,897,421 | $20.63 | $72,887,000 |

  21. Pay Versus Performance

    (1) Amounts shown in column (b) reflect total compensation reported for our CEO, Mr. Sheridan, for each year in the summary compensation table on page 17 of this proxy statement. Amounts shown in column (d) reflect the average amount of total compensation reported for our non-CEO NEOs in the corresponding year, as reflected in the applicable summary compensation table. For all years, we have provided “scaled disclosure” of our executive compensation in compliance with SEC rules applicable to smaller reporting companies. For 2024, the non-CEO NEOs were Daniel M. Kinzer and Todd Glickman; refer to the summary compensation table on page 17 of this proxy statement. For 2023, the non-CEO NEOs were Mr. Kinzer and Ranbir Singh; refer to the summary compensation table on page 17 of the definitive proxy statement on Schedule 14A for our 2024 annual stockholders’ meeting, filed with the SEC on April 26, 2024. For 2022, the non-CEO NEOs were Dr. Singh and Ron Shelton, then our Chief Financial Officer and Treasurer; refer to the summary compensation table on page 14 of the definitive proxy statement on Schedule 14A for our 2023 annual stockholders’ meeting, filed with the SEC on April 28, 2023. Each of Dr. Singh and Mr. Shelton joined the company in 2022, hence the values for that year include the grant date fair values of recruitment equity awards for each executive. (2) Amounts shown in columns (c) and (e) represent “compensation actually paid” or “CAP” to our CEO, and the average CAP to our non-CEO NEOs for the corresponding year. The calculation of CAP according to SEC rules, and reconciliations to total amounts reported in the applicable summary compensation table, are shown in the table below. CAP does not necessarily represent cash or equity value transferred to an NEO without restriction, but rather is a value calculated according to SEC rules by adding or subtracting the accounting values shown below. We do not have a defined benefit plan, so no adjustment for pension benefits is included. Similarly, no awards granted in any prior year failed to meet vesting conditions during any year shown, and no dividends or other earnings have been paid on stock or on equity awards, so no adjustments are included for those items. Fair values were computed in accordance with Accounting Standards Codification (ASC) 718, Stock Compensation, as of the dates indicated below. [Table appears on following page]

  22. Pay Versus Performance

    | | 2024 | | 2023 | | 2022 | | | | CEO | Other NEOs (Average) | CEO | Other NEOs (Average) | CEO | Other NEOs (Average) | | NEOs included in non-CEO average | | Kinzer, Glickman | | Kinzer, Singh | | Singh, Shelton | | Total reported in summary compensation table | $579,087 | $566,034 | $1,060,001 | $669,455 | $705,950 | $5,502,654 | | (Subtract) grant date fair value of equity awards included in summary compensation table total | — | (162,999) | (504,970) | (251,197) | (250,001) | (5,332,608) | | Add year-end fair value of equity awards granted in the reported year that were unvested at year-end | — | — | — | — | — | 1,727,375 | | Add (subtract) change in fair value of prior-year awards that did not vest during the reported year, from the end of the prior year to the end of the reported year | (2,551,250) | (1,366,237) | 6,417,470 | 3,329,369 | (32,656,870) | — | | Add (subtract) change in fair value of prior-year awards that vested during the reported year, from the end of the prior year to the vesting date | 504,972 | 237,259 | 4,541,760 | 908,352 | (11,810,400) | — | | Add fair value of awards that were granted and vested in the reported year, as of the vesting date | (4,541,760) | (1,210,955) | 250,001 | 88,981 | — | — | | Compensation actually paid (CAP) | $(6,008,951) | $(1,936,899) | $11,764,262 | $4,744,960 | $(44,011,321) | $1,897,421 |

  23. Pay Versus Performance

    (3) Net income in each year was significantly affected by non-operating gains and losses. Specifically, net income in 2024 and 2023 included a gain of $36.6 million and a loss of $33.8 million, respectively, resulting from changes in the fair value of earnout liabilities. Net income in 2022 included a gain of $121.7 million resulting from a change in fair value of earnout liabilities, and a gain of $51.8 million resulting from a change in fair value of our previously issued warrants. For more information, see our consolidated financial statements included in Item 8 of Part II of our 2024 Annual Report and our annual reports on Form 10-K for the years ended December 31, 2023 and 2022, filed with the SEC on March 6, 2024 and April 3, 2023, respectively. The charts below show, for the past three years, the relationships between compensation actually paid (CAP) and cumulative total stockholder return, and between CAP and net income. Note that changes in CEO CAP from year to year result from the relationship between the fair values of Mr. Sheridan’s outstanding LTIP option award and stock price movement. For additional information about the LTIP award, see “Outstanding Equity Awards at 2024 Fiscal Year End ” and “Long-Term Incentive Performance Awards to Executive Officers,” above.

  24. Non-employee Director Compensation in Fiscal Year 2024

    Non-employee Director Compensation in Fiscal Year 2024 The following table sets forth information concerning the compensation of our non-employee directors for the year ended December 31, 2024. The compensation of director Gene Sheridan, who is an employee of the company (and the compensation of Daniel M. Kinzer, a former employee of the company), is fully reflected in the summary compensation table and related discussion above. Employee directors do not receive additional compensation for their service as directors.

  25. Non-employee Director Compensation in Fiscal Year 2024

    | Non-employee director | Fees earned or paid in cash ($) (1) | Stock awards ($) (2) | Total ($) | | Brian Long | $87,500 | $140,000 | $227,500 | | Richard J. Hendrix | $72,500 | $140,000 | $212,500 | | David Moxam | $70,000 | $140,000 | $210,000 | | Dipender Saluja | $55,000 | $140,000 | $195,000 | | Gary K. Wunderlich, Jr. | $50,000 | $140,000 | $190,000 | | Ranbir Singh (3) | $4,402 | $69,602 | $74,004 |

  26. Non-employee Director Compensation in Fiscal Year 2024

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

  27. Non-employee Director Compensation in Fiscal Year 2024

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

  28. Non-employee Director Compensation in Fiscal Year 2024

    (2) Reflects awards of 31,460 restricted stock units (“RSUs”) for the 2024-2025 board term, which were granted to each non-employee director on June 7, 2024, the date of the 2024 annual stockholders’ meeting (except Dr. Singh, who joined the board on November 26, 2024 and received a pro-rated award on that date as described in note 3 below). Under Navitas’ non-employee director compensation program, non-employee directors receive annual RSU grants with an aggregate fair market value on the grant date of $140,000. Awards are granted under and subject to the Equity Plan and customary award agreements under the Equity Plan. Unless modified or rescinded by the board of directors before the grant date, RSU awards are granted automatically to reelected and continuing non-employee directors on the date of the annual stockholders’ meeting. Awards vest in full immediately prior to the director election at the subsequent annual stockholders’ meeting, subject to the director’s continued service on the board at that time and provided the subsequent meeting is held within 30 days of the anniversary of the previous year’s meeting (otherwise the awards vest one year following the grant date, subject to the director’s continued service at that time). Vesting results in the delivery of one share of common stock on or promptly following the vesting date, subject to the terms and conditions of the Equity Plan and applicable company policies. The board of directors retains the discretion to rescind or limit non-employee director RSU awards prior to the grant date, or to modify the non-employee director compensation program. (3) Cash amount is prorated to reflect the portion of the fourth quarter of 2024 during which Dr. Singh was a member of the board. Stock amount reflects the value of a grant of 16,377 RSUs, which reflects the number of RSUs granted to other non-employee directors for the 2024-2025 board term, prorated to reflect the portion of that term during which Dr. Singh will have been a member of the board.