DEF 14A of Credo Technology Group Holding Ltd, Aug 25, 2026

DEF 14A of Credo Technology Group Holding Ltd

Filed Aug 25, 2026 · FY20260001628280-26-058936

Open on EDGAR

  1. ELECTION OF THREE CLASS II DIRECTORS

    ELECTION OF THREE CLASS II DIRECTORS

  2. Class II Director Nominees (Term Expiring in 2029)

    Class II Director Nominees (Term Expiring in 2029) Our Articles provide that our Board shall consist of such number of directors as fixed by the directors from time to time unless increased or decreased from time to time by the directors or the Company in general meeting. Our Board is currently comprised of nine directors, who are divided into three staggered classes, designated as Class I, Class II and Class III. At each annual general meeting of shareholders, a class of directors will be elected for a three-year term to succeed the class of directors whose terms are then expiring. Class I directors consist of William (Bill) Brennan, Chi Fung (Lawrence) Cheng and Yat Tung (Job) Lam; Class II directors consist of Sylvia Acevedo, Fariba Danesh and Pantas Sutardja; and Class III directors consist of Clyde Hosein, Brian Kelleher and Manpreet Khaira. After discussing with each director their interest in continuing to serve as directors of the Company, the Nominating and Corporate Governance Committee of our Board (the “NCG Committee”) has recommended, and our Board has nominated, Sylvia Acevedo, Fariba Danesh and Pantas Sutardja for election as Class II directors at the Annual Meeting to serve for three-year terms expiring at our 2029 Annual Meeting or until their earlier death, resignation or removal. All of our Class II director nominees are currently directors. In the event that any new nominees are appointed as Class II directors after this Annual Meeting, they will be required to stand for election at our 2029 Annual Meeting and every third annual general meeting thereafter, if nominated to do so. Biographical information for each of the Class II director nominees may be found immediately following this proposal. We have been advised that each of our Class II director nominees is willing to be named as such herein, and each of the Class II director nominees is willing to serve as a director if elected. However, if one or more of the Class II director nominees should be unable or, for good cause, unwilling to serve as a director, the proxy holders may vote for a substitute nominee recommended by the NCG Committee and approved by our Board or the Board may reduce its size.

  3. Board Recommendation and Required Vote

    Board Recommendation and Required Vote Our Board unanimously recommends that you vote FOR each Class II director nominee identified below. Unless authority to do so is withheld, the proxy holders named in the proxy card will vote the shares represented thereby FOR the election of each such nominee. Assuming the presence of a quorum, our Articles require that, in an uncontested election (such as the Annual Meeting), a director nominee will be elected only if such director nominee receives the approval of an ordinary resolution, which requires the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Annual Meeting, vote at the Annual Meeting with respect to their election (that is, the number of votes cast “for” that nominee exceeds the number of votes withheld from that nominee) at the Annual Meeting. Abstentions and broker non-votes will have no effect on the outcome.

  4. Board Recommendation and Required Vote

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  5. Board Recommendation and Required Vote

    | Name | Age(1) | Position(s) | Class | Director Since | | | Director Nominees: | | | | | | | Sylvia Acevedo | 68 | Independent Director | II | | 2021 | | Fariba Danesh | 67 | Independent Director | II | | 2025 | | Pantas Sutardja | 63 | Independent Director | II | | 2015 | | Continuing Directors: | | | | | | | William (Bill) Brennan | 62 | President, Chief Executive Officer and Director | I | | 2014 | | Chi Fung (Lawrence) Cheng | 57 | Chief Technical Officer and Director | I | | 2014 | | Yat Tung (Job) Lam | 60 | Chief Operating Officer and Director | I | | 2014 | | Clyde Hosein | 66 | Independent Director | III | | 2024 | | Brian Kelleher | 62 | Independent Director | III | | 2025 | | Manpreet Khaira | 60 | Independent Director | III | | 2021 |

  6. Board Recommendation and Required Vote

    (1) The age of each director nominee and continuing director is provided as of the Record Date.

  7. Board Skills and Experience

    Board Skills and Experience In connection with nominating Class II directors for election at the Annual Meeting and periodically throughout the year, our NCG Committee considers the composition of the Board, including the diversity of backgrounds, skills, experience, viewpoints, and leadership styles to allow the Board to most effectively execute its oversight responsibilities. In the below table and biographies, we have included an assessment of the skills and experience of each such nominee or continuing director that led to the conclusion he or she should serve as a director, in light of the Company’s business, strategy and goals.

  8. Board Skills and Experience

    | | | | | | | | | | | | | | Cybersecurity and Information Technology | | | | | ✔ | | | | ✔ | | | Expertise in information security and cybersecurity, including cyber risk management and implementation of new information technology systems. | | | | | | | | | | | | ESG | ✔ | ✔ | | ✔ | ✔ | | | ✔ | | | | Experience in environmental, sustainability and social responsibility. | | | | | | | | | | | | Executive Leadership | | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | | CEO or executive officer reporting to the CEO of a publicly traded company. | | | | | | | | | |

  9. Board Skills and Experience

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  10. Board Skills and Experience

    | | Financial Expert | | ✔ | | ✔ | ✔ | | | | | | | Experience as an executive with oversight responsibility for financial reporting, accounting, financial management, or internal audit or as a partner at an independent audit firm. | | | | | | | | | | | | International | ✔ | ✔ | | ✔ | ✔ | | ✔ | ✔ | | | | Experience overseeing operations of a global enterprise or working in international markets. | | | | | | | | | | | | Mergers & Acquisitions | | ✔ | | ✔ | ✔ | ✔ | | | | | | Experience in acquisitions, divestitures, and other corporate transactions, including the integration of acquired businesses. | | | | | | | | | | | | Public Boards | ✔ | | | ✔ | ✔ | | | | ✔ | | | Experience serving on boards of publicly traded companies other than Credo. | | | | | | | | | | | | Risk Management | | ✔ | | ✔ | ✔ | | | | | | | Experience overseeing enterprise compliance functions or risk management functions. | | | | | | | | | | | | Semiconductor Industry | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | | Experience as an executive or board member with knowledge of semiconductor technology, products, manufacturing, end customers, supply chain, and market trends. | | | | | | | | | |

  11. Board Skills and Experience

    Biographical Information Concerning the Class II Director Nominees

  12. Board Skills and Experience

    | | Sylvia Acevedo has served as a member of our Board since December 2021 and was appointed lead independent director of the Board in April 2025. Ms. Acevedo has served as a member of the board of directors of Qualcomm Incorporated, a publicly traded semiconductor company, since November 2020 and has been a member of its governance committee since that time. Ms. Acevedo previously served as Chief Executive Officer of Girl Scouts of the United States of America (GSUSA) from June 2016 to August 2020 and as a member of the GSUSA board of directors from October 2008 to June 2016. From May 2011 to January 2016, she was appointed by President Obama to serve as a White House Commissioner on the White House Initiative for Educational Excellence for Hispanics. Earlier in her career, Ms. Acevedo held senior executive positions at several technology companies, including Dell Technologies Inc. from June 1997 to June 2001, Autodesk, Inc. from August 1992 to June 1996, Ungermann-Bass Inc. from March 1990 to July 1992, and Apple Inc. from 1988 to 1990. | | She was one of four founders of Reba Technologies, a software company, from 2001 to 2002, and subsequently served as Chief Executive Officer of CommuniCard LLC, a professional services firm, from October 2002 to March 2013. Ms. Acevedo holds a B.S. in Industrial Engineering from New Mexico State University and a M.S. in Engineering from Stanford University. | | | We believe that Ms. Acevedo’s extensive experience as an executive in leading technology companies, her service on public company boards, and her leadership roles in government and nonprofit organizations qualify her to serve as a member of our Board. | |

  13. Board Skills and Experience

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  14. Board Skills and Experience

    | | Fariba Danesh joined as a member of our Board in March 2025. She currently serves as Chief Operating Officer at PsiQuantum, a quantum computing startup based in Palo Alto, California. Prior to joining PsiQuantum in January 2021, Ms. Danesh led Glo AB, a venture-funded photonics and compound semiconductor company, as CEO for nine years. Before this role, she was Senior Vice President and General Manager of the Fiber Optics Products Division at Avago Technologies (now Broadcom). Ms. Danesh received a B.S. in Biochemistry from Santa Clara University. We believe Ms. Danesh is qualified to serve on our Board because of her extensive experience as an executive and board member of technology companies. |

  15. Board Skills and Experience

    | | Pantas Sutardja has served as a member of our Board since August 2015. Mr. Sutardja is the founder and has served as Chief Executive Officer of LatticeWork Inc., a consumer electronics company, since 2013. Prior to Credo, Mr. Sutardja co-founded Marvell Technology, Inc. ("Marvell") and served in various positions from January 1995 to February 2014, starting as VP of Engineering and finishing as Chief Technology Officer. He also served on the board of directors of Marvell from January 1995 to February 2013. He received his B.S., M.S. and PhD degrees in Electrical Engineering and Computer Science from the University of California, Berkeley. | | | We believe Mr. Sutardja’s technical expertise and his knowledge of our business, products, and technology, his experience as the co-founder, executive officer, and board member of Marvell, as well as his experience as the founder and Chief Executive Officer of Latticework qualify him to serve on our Board. |

  16. Board Skills and Experience

    Class I Directors Continuing in Office Until the 2028 Annual General Meeting

  17. Board Skills and Experience

    | | William (Bill) Brennan has served as our Chief Executive Officer and as a member of our Board since September 2014 and previously served as the Chief Executive Officer and a member of the board of directors of our predecessor entity from December 2013 to September 2014. Prior to joining Credo, Mr. Brennan served as Executive Vice President of Vital Connect, Inc., a biosensor technology company, where he was responsible for business strategy and partner development, from August 2011 to November 2013. Mr. Brennan also served as Vice President in the storage business unit of Marvell, which develops and produces semiconductors and related technology, from May 2000 to August 2011. Prior to joining Marvell, Mr. Brennan served as Vice President with Exis, a partner of NEC Electronics, a semiconductor design and manufacturing company, from January 1993 to May 2000, and as an Account Manager with Texas Instruments Incorporated, a technology company that designs and manufactures semiconductors and various ICs, from June 1986 to January 1993. Mr. Brennan received his B.S. in Electrical Engineering and Computer Science from the University of Colorado. | | We believe Mr. Brennan’s knowledge of our business, products, technology, and customers as well as his career in the semiconductor industry qualify him to serve on our Board. | |

  18. Board Skills and Experience

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  19. Board Skills and Experience

    | | Chi Fung (Lawrence) Cheng has served as our Chief Technology Officer and a member of our Board since September 2014 and previously served as the Chief Technology Officer and a member of the board of directors of our predecessor entity from September 2008 to September 2014. Prior to co-founding Credo, Mr. Cheng served as an Engineering Director of analog design for Marvell from November 1997 to August 2008. From 1994 to 1997, Mr. Cheng served as Staff Engineer at Actel Corporation, a manufacturer of integrated circuits. Mr. Cheng received an M.S. in Electrical Engineering from Purdue University. | | | We believe Mr. Cheng’s technical expertise and his knowledge of our business, products, and technology, as well as his career in the semiconductor industry qualify him to serve on our Board. |

  20. Board Skills and Experience

    | | Yat Tung (Job) Lam has served as our Chief Operating Officer and a member of our Board since September 2014. Mr. Lam served as Chief Executive Officer, Chief Operating Officer and a member of the board of directors of our predecessor entity from August 2008 to November 2013, November 2013 to September 2014 and August 2008 to September 2014, respectively. Prior to founding Credo, Mr. Lam served in various roles for Marvell, from Senior Design Engineer when he started in June 1997 to Senior Design Engineering Director by the time he left in August 2008. Mr. Lam also served as a member of the technical staff at Amlogic, Inc., a fabless manufacturing company, from May 1996 to June 1997, and as a Senior Design Engineer at Integrated Device Technology, Inc., which designs, manufactures and markets semiconductor solutions, from May 1993 to June 1996. Mr. Lam holds a B.S. in Electrical Engineering from Oklahoma State University and an M.S. in Electrical Engineering from the University of Minnesota. | | We believe Mr. Lam’s technical expertise and his knowledge of our business, products, and technology as well as his experience in the semiconductor industry qualify him to serve on our Board. | |

  21. Board Skills and Experience

    Class III Directors Continuing in Office Until the 2027 Annual General Meeting

  22. Board Skills and Experience

    | | Clyde Hosein has served as a member of our Board and as chair of our audit committee since April 2024. Mr. Hosein has more than 25 years of experience as a chief financial officer responsible for the finance and accounting functions of publicly traded companies. He has served on the board of directors of Dentsply Sirona Inc. (Nasdaq: XRAY), one of the world’s largest manufacturers of professional dental products and technologies, since September 2020. He has been a member of the board of directors of Wolfspeed (NYSE: WOLF), the global leader in silicon carbide technology, from December 2005 to December 2024. From April 2025 to March 2026, Mr. Hosein served as President and Chief Operating Officer of SambaNova Systems, a leader in next-generation AI infrastructure. Prior to this, he served as Chief Financial Officer of AliveCor Inc., a medical device and AI company producing ECG hardware and software for consumer mobile devices, from March 2021 to April 2023. Mr. Hosein served as Chief Financial Officer of Automation Anywhere, Inc., an enterprise software provider of robotic process | | automation, from December 2017 to March 2021. From August 2013 to May 2017, he served as Executive Vice President and Chief Financial Officer of RingCentral, Inc. His other senior level financial positions have included the following: Chief Financial Officer and Chief Operating Officer of Marvell Technology Group Ltd., Vice President and Chief Financial Officer of Integrated Device Technology, Inc., and Chief Financial Officer at Candescent Technologies. Early in his career, he spent 14 years in financial and engineering roles at IBM Corporation. Mr. Hosein received his B.S. in Industrial Engineering from The Polytechnic Institute of New York University and his M.B.A. in Finance and International Business from the NYU Stern School of Business. Mr. Hosein also serves on the board of the Myasthenia Gravis Foundation of America, a nonprofit foundation leading patient advocacy organization solely dedicated to myasthenia gravis. | | | We believe Mr. Hosein’s experience as Chief Financial Officer of publicly traded technology companies, his financial expertise, his experience serving as a director and chair of the audit committee of publicly traded companies, and his knowledge of the semiconductor industry qualify him to serve on our Board. | |

  23. Board Skills and Experience

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  24. Board Skills and Experience

    | | Brian Kelleher has served as a member of our Board since October 2025. Mr. Kelleher served as Senior Vice President of Hardware Engineering at NVDIA corporation from 2005 through 2024, most recently leading the GPU product development organization. Prior to joining NVIDIA in 2000, Mr. Kelleher was Vice President of Hardware Engineering at 3dfx Interactive Inc. Earlier, Mr. Kelleher founded Dynamic Pictures, where he held various positions including Chief Executive Officer, Executive Vice President and Chief Technical Officer. Prior to starting Dynamic Pictures, Mr. Kelleher spent eight years at Digital Equipment Corp., where he served as head graphics designer for the MIPS-based development team in Palo Alto, California. Mr. Kelleher holds a B.S. in Computer Science from Brown University. | | We believe Mr. Kelleher’s career in the semiconductor industry and experience as a senior executive at technology companies qualify him to serve on our Board. | |

  25. Board Skills and Experience

    | | Manpreet Khaira has served as a member of our Board since September 2021. Mr. Khaira has served as Vice President and General Manager of AI Solutions at Skyworks Solutions, Inc. ("Skyworks"), a publicly-traded company specializing in high-performance analog semiconductors. He joined Skyworks in 2018 following its acquisition of Avnera Corporation, a company he co-founded and led as Chairman, President, and Chief Executive Officer from November 2003 until its acquisition. Avnera was a provider of low-power analog system-on-chip solutions for applications in audio, voice, speech, and sensors. Prior to Avnera, Mr. Khaira co-founded and served as Chairman, President, and Chief Executive Officer of Mobilian Corporation, a wireless systems company, from February 1999 until its acquisition by Intel Corporation in November 2003. Mr. Khaira holds an M.S. in Computer Science from Carnegie Mellon University and a B.S. in Computer Science and Engineering from the Indian Institute of Technology, Kharagpur, India. | | We believe Mr. Khaira’s extensive experience as a founder and senior executive of technology companies, his leadership roles in the semiconductor industry, and his deep technical expertise qualify him to serve as a member of our Board. | |

  26. Board Skills and Experience

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  27. Identifying and Evaluating Nominees for Director

    Identifying and Evaluating Nominees for Director In connection with nominating directors for election at annual general meetings and as needed throughout the year, the NCG Committee periodically reviews the composition of the Board in light of current challenges and needs of the Board and its committees and determines whether it may be appropriate to add or remove individuals after considering, among other things, issues of judgment, diversity, age, skills, background, experience and willingness and ability to devote the time necessary to serve as a director. Although the NCG Committee does not have a formal policy regarding diversity on the Board, the NCG Committee will actively seek out candidates with different skills, experiences, perspectives, backgrounds and of different ages, genders, ethnicities, races and other differences in order to enhance the deliberation and decision-making processes of the Board. Once the NCG Committee and the Board determine that it is appropriate to add a new director, either as a replacement or as a new position, the NCG Committee uses a flexible set of procedures in selecting individual director candidates. This flexibility allows the NCG Committee to adjust the process to best satisfy the objectives it is attempting to accomplish in any director search. The first step in the general process is to identify the type of candidate the NCG Committee may desire for a particular opening, including establishing the specific target skills,

  28. Identifying and Evaluating Nominees for Director

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  29. Identifying and Evaluating Nominees for Director

    experiences and backgrounds that are to be the focus of a director search. The NCG Committee may consider candidates recommended by management, members of the NCG Committee, the Board, shareholders or a third party it may engage to conduct a search for possible candidates. In order for a shareholder to have a candidate considered by the NCG Committee, a shareholder should submit the name of the recommended individual, together with appropriate biographical information and background materials as set forth in our Articles, to the NCG Committee in care of our Chief Legal Officer and Secretary, Credo Semiconductor Inc., 110 Rio Robles, San Jose, California 95134. Shareholders who wish to nominate a director for inclusion in our proxy statement, or directly at an annual general meeting in accordance with the procedures in our Articles, should see “Future Shareholder Proposals and Nominations for the 2027 Annual General Meeting—Director Nominations” in this proxy statement for further information. Once candidates are identified, the NCG Committee conducts an evaluation of qualified candidates. The evaluation generally includes interviews and background and reference checks. There is no difference in the evaluation process of a candidate recommended by a shareholder as compared to the evaluation process of a candidate identified by any of the other means described above. In identifying and evaluating potential nominees to serve as directors, the NCG Committee will examine each nominee on a case-by-case basis regardless of who recommended the nominee and take into account all factors it considers appropriate. If the NCG Committee determines that a candidate should be nominated as a candidate for election to the Board, the candidate’s nomination is then recommended to the Board, and the directors may in turn conduct their own review to the extent they deem appropriate. When the Board has agreed upon a candidate, such candidate is recommended to the shareholders for election at an annual general meeting of shareholders or appointed as a director by a vote of the Board as appropriate. Each of the current Class II directors has been recommended by the NCG Committee to the Board for reelection as our Class II directors at the Annual Meeting, and the Board has approved such recommendations.

  30. Our Compensation Cycle, Objectives and Philosophy

    Our executive compensation program, as overseen by our Compensation Committee, is designed to support and incentivize our executive team to ensure the Company’s achievement of its primary business goals and allow the Company to attract and retain executives whose talents, expertise, leadership and contributions are expected to build and sustain growth in long-term shareholder value. The Compensation Committee reviews our compensation policies and overall program design to ensure that they promote close alignment of our executives' interests with the interests of our shareholders and our business goals, and that the total compensation paid to our executives is fair, reasonable and competitive for our size and stage of development. The key objectives of our compensation program include the following: •Attract, retain and motivate qualified and talented individuals with market competitive compensation. We have structured our compensation program to ensure we are able to attract and retain the talent necessary for us to achieve our business goals. Our Compensation Committee considers compensation data prepared by its independent compensation consultant, Compensia relating to the compensation of executives in similar positions at peer companies determined by the Compensation Committee. •Pay for performance. Our executive compensation program is intended to motivate our executive officers by closely linking the value of the compensation they receive to the achievement of our overall business and financial goals over short and long-term periods. For fiscal 2026, base salaries represented the only fixed component of compensation, and NEOs' annual and long-term incentive opportunities were primarily performance-based. •Align the interests of our executive officers and employees with those of our shareholders. The largest portion of our executives' compensation is typically delivered in the form of long-term equity incentive awards. The Compensation Committee believes long-term equity incentives foster a culture of ownership and promote strong alignment between the interests of our executive officers and the interests of our shareholders because it gives executive officers and shareholders a common interest in share or stock price performance. Prior to fiscal 2025, our long-term equity incentives were awarded in the form of service-based restricted stock units (“RSUs”). Since fiscal 2025, all executive officer equity awards have been performance-based equity awards. As we mature as a public company, our Compensation Committee expects to award a mix of service- and performance-based equity awards going forward

  31. Compensation Process

    and compensation for new executive hires, as well as high-level strategic issues, such as the efficacy of our compensation strategy, potential modifications to that strategy, and new market trends, plans, or approaches to compensation in our industry and the broader market environment. Role of the Independent Compensation Consultant The Compensation Committee is authorized to engage compensation consulting advisors to provide advice and market data relating to executive and director compensation. Any such compensation consultants serve at the discretion of the committee by which they were engaged and provide analysis, advice and guidance with respect to the determination and recommendation of the amount and form of executive and director compensation. As previously discussed, Compensia was engaged by the Compensation Committee as an independent compensation consultant to provide advice and market data regarding executive compensation in fiscal 2026. Consistent with the Company’s compensation philosophy, the Compensation Committee considers compensation practices of peer companies including compensation levels, types of compensation, and compensation program designs. This data helps inform the Compensation Committee’s decision making, but the Compensation Committee also considers other factors including the Company’s financial performance, individual executives' performance, roles and responsibilities, succession planning considerations, the stage of growth of the Company and other retention and hiring goals. Peer Group The Compensation Committee reviews and considers compensation levels of our executive officers against the levels for executive officers in similar roles within our compensation peer group to ensure that our executive compensation program remains competitive in the market for continuing to recruit, retain, and incentivize our executive officers and to reward them appropriately for performance achieved. This includes review of data at the 25th, 50th and 75th percentiles of peer companies for each compensation component. In August 2024, the Compensation Committee approved a peer group used to make fiscal 2025 and fiscal 2026 compensation decisions, comprised of 18 companies in the semiconductor and semiconductor and materials and equipment industries. The companies in this compensation peer group were selected on the basis of revenue and market capitalization to reflect a group of companies comparable to us (generally, companies ranging from 0.25x to 4x our trailing four quarters revenue and market capitalization at the time of approval). With regard to revenue, the 50th percentile of the peer group was $548 million and with respect to market capitalization, the 50th percentile of the peer group was $2.9 billion. Relative to the peer group, at the time of the Compensation Committee's approval of the peer group in August 2024, we ranked at approximately the 25th percentile on a last four quarter revenue basis and at approximately the 95th percentile on a market capitalization basis.

  32. Compensation Process

    | Fiscal 2025 and 2026 Peer Group | | | ACM Research, Inc. (ACMR) | Onto Innovation Inc. (ONTO) | | Ambarella, Inc. (AMBA) | PDF Solutions, Inc. (PDFS) | | Astera Labs (ALAB)* | Power Integrations, Inc. (POWI) | | FormFactor (FORM) | Rambus Inc. (RMBS) | | Impinj, Inc. (PI) | Semtech Corporation (SMTC) | | indie Semiconductor, Inc. (INDI) | Silicon Laboratories (SLAB)* | | Lattice Semiconductor Corporation (LSCC) | SiTime Corporation (SITM) | | MACOM Technology & Solutions Holdings, Inc. (MTSI) | Universal Display (OLED)* | | Navitas Semiconductor (NVTS) | Veeco Instruments Inc. (VECO) | | *Companies added to the peer group for fiscal 2026. Aehr Test Systems and CEVA, Inc. were removed as they no longer met our revenue or market capitalization criteria. | |

  33. Compensation Process

    In September 2025, after taking into consideration our rapid growth year-over-year, our Compensation Committee substantially reconstituted our peer group for fiscal 2027 compensation decisions to focus on larger, more complex technology companies that better reflected the emerging financial profile of the Company. The Compensation Committee continued to use our 0.25x to 4x ranges for both metrics, taking into consideration forward revenue projections for both the Company and peer group companies, and prioritizing market capitalization fit given our rapid growth. Relative to our fiscal 2025 and 2026 peer group, 10 companies were removed, ACM Research, Inc. (ACMR), Ambarella, Inc. (AMBA), FormFactor (FORM), Impinj, Inc. (PI), indie Semiconductor, Inc. (INDI), Navitas Semiconductor (NVTS), Onto Innovation Inc. (ONTO), PDF Solutions, Inc. (PDFS), Power Integrations, Inc. (POWI) and Veeco Instruments Inc. (VECO) were removed, and 12 companies were added, Everpure, Inc. (P), F5, Inc. (FFIV), First Solar, Inc. (FSLR), Keysight Technologies, Inc. (KEYS), Marvell Technology, Inc. (MRVL), Microchip Technology Incorporated (MCHP), Monolithic Power Systems, Inc. (MPWR), ON Semiconductor Corporation (ON), Teledyne Technologies Incorporated (TDY), Teradyne, Inc. (TER), Trimble Inc. (TRMB) and Ubiquiti Inc. (UI). With regard to revenue, the 50th percentile of the peer group was $2.701 billion and with respect to market capitalization, the 50th percentile of the peer group was $19.753 billion (measured over a 30-day average). Relative to the peer group, at the time of the Compensation Committee's approval of the peer group in September 2025, we ranked at approximately the 10th percentile on a last four quarter revenue basis and at approximately the 53rd percentile on a market capitalization basis (measured over a 30-day average). For fiscal 2027, the executive compensation peer group consisted of the following companies:

  34. Compensation Process

    | Fiscal 2027 Peer Group | | | Astera Labs (ALAB) | ON Semiconductor Corporation (ON) | | Everpure, Inc .(P) | Rambus Inc. (RMBS) | | F5, Inc. (FFIV) | Semtech Corporation (SMTC) | | First Solar, Inc. (FSLR) | Silicon Laboratories (SLAB) | | Keysight Technologies Inc (KEYS) | SiTime Corporation (SITM) | | Lattice Semiconductor Corporation (LSCC) | Teledyne Technologies Incorporated (TDY) | | MACOM Technology & Solutions Holdings, Inc. (MTSI) | Teradyne, Inc. (TER) | | Marvell Technology, Inc. (MRVL) | Trimble Inc. (TRMB) | | Microchip Technology Incorporated (MCHP) | Ubiquiti Inc. (UI) | | Monolithic Power Systems, Inc. (MPWR) | Universal Display (OLED) |

  35. Elements of Compensation

    Elements of Compensation Base Salary We set our executives’ base salaries at competitive levels necessary to attract and retain top-performing executives and to compensate executives for their job responsibilities and level of experience. The base salaries are intended to provide a fixed component of compensation that is commensurate with each executive’s experience, role and responsibilities. Effective as of January 1, 2025, our Compensation Committee made adjustments to the base salaries of our NEOs in order to continue to provide market competitive cash compensation opportunities and given strong individual and company performance in recent years. As noted above, starting with fiscal 2027, our Compensation Committee decided to transition the timing of annual base salary reviews and related adjustments from calendar year-end to the Company's fiscal year-end cycle. As a result, no changes to base salaries for our NEOs were made for fiscal 2026. The base salaries in effect as of January 1, 2025 and through fiscal 2026 were as follows: Mr. Brennan $650,000; Mr. Fleming $430,000; Mr. Lam $375,000; Mr. Cheng $400,000; and Mr. Laufman $400,000. Annual Bonuses In March 2025, our Compensation Committee adopted the FY 2026 Executive Incentive Compensation Plan (the “Bonus Plan”) to attract, motivate, and retain our NEOs and to align our NEOs’ performance with our corporate goals. Our Compensation Committee determines which executive officers are eligible to participate in the Bonus Plan, the performance period, the performance goals and the method for measuring such performance goals, the weights and associated target levels for each performance measure, and the potential payouts based on the various target levels for each performance measure. For fiscal 2026, the Bonus Plan was based on achievement of both company-level performance goals (having a 75% weighting) and individual performance goals (having a 25% weighting) over two performance periods, one which measures performance over the first six months of the fiscal year and the second which measures performance over the full fiscal year, as described below. Our Compensation Committee approved target bonus opportunities under the Bonus Plan for fiscal 2026 for each of our NEOs set as a percentage of base salary as follows: Mr. Brennan: 100%; Mr. Fleming: 75%; Mr. Lam: 50%; Mr. Cheng: 50%; and Mr. Laufman: 50%. Company-Level Performance Goals (75% Weighting) For fiscal 2026, the company-level performance metrics were based on the sum of revenue growth and Non-GAAP net income growth percentages over the prior year's performance. Non-GAAP net income is calculated from GAAP net income which excludes the effect of share-based compensation expenses, asset impairment and related charges (if applicable), and the related tax effect adjustment to the provision for income taxes. For the first performance period, revenue and Non-GAAP net income growth as measured at the end of the first half of fiscal 2026 were compared to our revenue and Non-GAAP net income at the end of the first half of fiscal 2025. For the second performance period, revenue and Non-GAAP net income growth are measured based on full fiscal 2026 performance compared to our revenue and Non-GAAP net income for fiscal 2025. The sum of such revenue growth and Non-GAAP net income growth, expressed as percentage of change from the same period from the prior year, measures the company-level performance for each performance period. For fiscal 2026, the threshold achievement of company performance was a 20.5% increase in revenue growth and Non-GAAP net income growth, the target achievement was 40% and the maximum achievement was 60%, with a corresponding achievement of the company performance component at each performance level of 2.5%, 100% and 200% of target, respectively. Company-level metric results that are between the threshold and maximum levels are calculated on a ratable basis, such that every 0.5% increase in company-level metric yields a 2.5% increase in payout.

  36. Elements of Compensation

    50% of the bonus opportunity for Company performance goals is payable for the performance period that encompasses the first half of the year, but this opportunity is capped at target (i.e., even if actual performance for the period is achieved above target). Any upside above target must be earned based on the full-year performance period, which comprises the remaining target bonus opportunity. The company performance component for the second half of the year may be earned between 0% and 200% of target (inclusive of any amount previously earned for the first half of the year) based on actual achievement of performance. Individual Performance Goals (25% Weighting) Under the Bonus Plan, our Chief Executive Officer, in consultation with each executive officer, sets the individual business performance objectives that are aligned with strategic objectives of the Company. At the end of each performance period, each executive officer prepares a self-assessment of his or her level of achievement of each individual performance goal and our Chief Executive Officer then reviews with such executive officer his or her performance and determines his or her level of achievement for each individual performance goal. Our Chief Executive Officer then recommends to the Compensation Committee the level of achievement for each executive officer. After reviewing our Chief Executive Officer’s assessment and recommendation, our Compensation Committee finalizes and approves the achievement level and payout for each executive officer. For our Chief Executive Officer, our Compensation Committee, in consultation with him, determines each of his individual business performance objectives. After the end of the performance period, our Chief Executive Officer prepares a self-assessment of his level of achievement of each goal and submits this self-assessment to our Compensation Committee. After reviewing the self-assessment and making its own evaluation of our Chief Executive Officer’s performance, our Compensation Committee determines the final achievement level and payout. For fiscal 2026, the individual performance objectives for our executive officers were generally related to our broader business and strategic goals within the following categories: •Operational excellence: this category consisted of goals related to operational efficiency and improving internal systems, tools, and processes. •Strategic initiatives and performance: this category consisted of goals related to merger and acquisition activity, strategic planning, and growth initiatives. The individual performance component for each performance period only has a target amount with no threshold or maximum amount such that our NEOs would either receive 0% of target bonus (if individual performance metrics are not achieved) or up to 100% of target bonus (if certain individual performance metrics are achieved). The following tables set forth the fiscal year 2026 performance goals at threshold, target, and maximum levels:

  37. Elements of Compensation

    | Name | 25% Individual Performance * 100% Target | 75% Company Performance * 200% Maximum | Total Achievement % | Total Actual Payout | | William (Bill) Brennan | 25% | 150% | 175% | $1,137,500 | | Daniel Fleming | 25% | 150% | 175% | $564,375 | | Yat Tung (Job) Lam | 25% | 150% | 175% | $328,125 | | Chi Fung (Lawrence) Cheng | 25% | 150% | 175% | $350,000 | | James Laufman | 25% | 150% | 175% | $350,000 |

  38. Elements of Compensation

    Fiscal 2026 Long-Term Equity Compensation In connection with, and as a result of, our Compensation Committee’s decision to transition the timing of our annual long-term equity incentive program review from calendar year end to align with the Company’s fiscal year-end cycle, no grants under our annual long-term equity incentive program were made to our NEOs in fiscal 2026. However, on June 30, 2025, following a year of record-breaking financial results, and after evaluating the value of the unvested equity of certain key executive leaders, our Compensation Committee determined it was important to provide additional long-term incentives to certain key executive leaders including NEOs Messrs. Brennan and Fleming in the form of special, off-cycle 100% performance-based restricted stock units (“PSUs”) (the “Special PSUs”) under our 2021 Long-Term Incentive Plan (the “2021 Plan”). Our Compensation Committee designed these awards to promote leadership continuity through a key growth period for the company, strengthen alignment with shareholder interests, and to reinforce long-term shareholder value creation. Specifically, it was important to our Compensation Committee to ensure that both sustained stock price performance and continued service through the duration of the three-year vesting and performance period would be required for the recipients to earn the awards in full. The Compensation Committee also included a one-year post-vesting holding period requirement to further its continuity, alignment and value-creation objectives.

  39. Elements of Compensation

    The Special PSUs are eligible to be earned over a three-year performance period if the 60-day average closing price of our shares equals or exceeds $116 on each of the first three anniversaries of the grant date (“Stock Price Condition”), which represents an approximate 100% increase from the 60-day average trading price of our stock on the grant date. If the Stock Price Condition is met on the first anniversary date of the grant, 25% of the Special PSUs vest; if it is met on the second anniversary, vesting rises to 50% (inclusive of any Special PSUs that were earned on the first measurement date); and if it is met on the third anniversary, 100% of the Special PSUs vest (inclusive of any Special PSUs that were earned on the first and second measurement dates). Vesting of the Special PSUs is subject to the NEO’s continued service with the Company through the applicable measurement date. Mr. Brennan received a Special PSU grant with respect to 200,000 shares and Mr. Fleming received a Special PSU grant with respect to 100,000 shares. Upon achievement of the applicable Stock Price Condition on the first measurement date of June 30, 2026, 25% of Messrs. Brennan’s and Fleming’s Special PSU grants were earned, representing 50,000 shares earned for Mr. Brennan and 25,000 shares earned for Mr. Fleming. Achievement of Fiscal 2025 PSUs In fiscal 2025, our Compensation Committee granted PSUs to Messrs. Brennan, Fleming, Lam and Cheng (the “2025 PSUs”) under our 2021 Plan, which were eligible to become earned between 0% and 200% of target levels based on the Company’s achievement of specified revenue goals for the fiscal year ending May 2, 2026 as set forth in the table below, subject to certain service-based vesting requirements over an additional three-year period, with 25% of the earned PSUs vesting on each of June 10, 2026, June 10, 2027, June 10, 2028 and June 10, 2029. Company revenue for fiscal 2026 was approximately $1.3 billion.

  40. Elements of Compensation

    | Name | 2025 PSUs Granted | 2025 PSUs Earned | | William (Bill) Brennan | 100,000 | 200,000 | | Daniel Fleming | 60,000 | 120,000 | | Yat Tung (Job) Lam | 25,000 | 50,000 | | Chi Fung (Lawrence) Cheng | 25,000 | 50,000 |

  41. Elements of Compensation

    best interests. It also believed it was critical to design an equity incentive award that furthered its retention and motivation objectives in a manner that challenged Mr. Brennan to not only achieve but meaningfully exceed the objectives of that ambitious long-term plan. Following a deliberative and iterative process, on May 28, 2026, the Board approved a performance-based equity award for Mr. Brennan, in the form of performance-based restricted stock units (the “FY27 CEO PSUs”) under the Company’s 2021 Plan. The FY27 CEO PSUs are a one-time, front-loaded equity incentive that, absent extraordinary and unforeseen circumstances, will be the only equity award provided to Mr. Brennan for five years (the approximate length of the performance period). The FY27 CEO PSUs are 100% performance-based and tied to six progressively challenging performance hurdles based on both revenue and stock price growth. Specifically, the FY27 CEO PSUs are eligible to vest in six substantially equal tranches (set forth in the table below) subject to the achievement of (i) a revenue goal (the “Revenue Goal”) and (ii) a stock price goal (the “Stock Price Goal”) over a five-year performance period beginning on the grant date and ending on June 30, 2031 (the “Performance Period”). The Revenue Goal hurdles are established relative to the Company’s ambitious strategic plan. That plan envisions growth of the Company’s trailing four quarter revenue nearly four-fold to $5 billion by the end of fiscal 2031. This objective is central to the award’s design, which would provide that, if achieved, only the first three Revenue Goals would be achieved. This is intentional, to provide a strong, market-competitive pay outcome for continued, excellent performance. Achievement of the final three Revenue Goals requires meaningful-to-extraordinary outperformance relative to the Company’s strategic plan. Accordingly, Mr. Brennan can only achieve above-market pay outcomes in the event of sustained, exceptional outperformance. The Stock Price Goal is intended to ensure that, regardless of achievement of the Revenue Goal hurdles (other than in the case of outsized revenue performance, as described below), Mr. Brennan will only realize above target pay outcomes if he also achieves sustained, progressive stock price appreciation for stockholders. In establishing the Stock Price Goal hurdles, the Board considered the remarkable appreciation of the Company’s stock to date, which was trading at or near all-time stock price highs during the period in which it deliberated over the FY27 CEO PSUs, and the challenge of replicating similar results from an elevated starting point. To put this performance into perspective, from its 2022 IPO through the end of fiscal 2026, the Company’s stock price has grown by more than 1,700%, representing an annualized growth rate of 98%, which is in the top 1% of Russell 2000 companies over that time period. After careful consideration, and recognizing that continuing to perform at that level of return into the future was unrealistic, the Board set the hurdles at a substantial premium over the preceding 30-calendar day average and 6-calendar month average stock prices preceding the grant date to incentivize continued outperformance over the industry and broader market. The tranche 1 revenue hurdle of $2,500,000,000 represents an approximate 87% increase from the Company’s fiscal 2026 revenue of approximately $1,335,116,000, and the tranche 1 stock price hurdle of $244.70 represents an approximately 63% increase from the April 2026 (30 calendar days) stock price average of $150.02 and a 77% increase from the November 2025 to April 2026 (6 calendar months) stock price average of $138.38. As set forth in the table below, the subsequent hurdles for each metric are progressively more challenging. Over the five-year period, achievement of the tranche 6 Revenue Goal and Stock Price Goal Hurdles would represent CAGRs of approximately 42% and 27%, respectively. Both the Revenue Goal and the Stock Price Goal hurdles must be achieved in order for each tranche of the FY27 Special PSUs to become earned (which achievements may occur at any time during the Performance Period and do not need to occur concurrently) except that, if the achievement of the Revenue Goal equals or exceeds $5,000,000,000 – the revenue goal under the Company’s strategic plan – at any time during the Performance Period, the first two tranches of the FY27 Special PSUs (or 479,000 Ordinary Shares) will be deemed achieved,

  42. Elements of Compensation

    notwithstanding any achievement (or lack thereof) of the corresponding Stock Price Goals for such tranches. As noted above, this design corresponds to the target pay opportunity the Compensation Committee intends to provide Mr. Brennan relative to achievement of our long-term strategic plan, notwithstanding stock price performance over the award’s performance period. The Compensation Committee also intentionally structured the FY27 Special PSUs to align the interests of Mr. Brennan with shareholders, the Company and employees over the Performance Period. For example, if all six tranches of the FY27 Special PSUs are achieved, Mr. Brennan will receive approximately 1.0% of the shareholder value created in the scenario corresponding to the top stock price hurdle, meaning 99% of the incremental value creation will accrue to the other shareholders. In addition, the Company will have achieved a truly transformative level of success within its first decade as a public company, growing its market capitalization from under $2 billion at the time of IPO to $100 billion or greater (assuming a stock price of $489.40, the highest hurdle, is achieved). Shareholders will have continued to experience stellar returns that only rarely occur in the public markets on a sustained basis. And employees will vest in a multiple of the intended target value of their equity awards received prior to and through the duration of the Performance Period. The Revenue Goal and Stock Price Goal hurdles for each tranche of the FY27 CEO PSUs are as follows:

  43. Elements of Compensation

    | Tranche | Revenue Goal Hurdle | Stock Price Goal Hurdle | Earned PSUs (# of Shares) | | 1 | $2,500,000,000 | $244.70 | 239,500 | | 2 | $3,500,000,000 | $293.64 | 239,500 | | 3 | $4,500,000,000 | $342.58 | 239,500 | | 4 | $5,500,000,000 | $391.52 | 239,500 | | 5 | $6,500,000,000 | $440.46 | 239,500 | | 6 | $7,500,000,000 | $489.40 | 239,500 |

  44. Elements of Compensation

    Except as described above following a change in control, vesting of the FY27 CEO PSUs is subject to Mr. Brennan’s continued service with the Company – which may be as an employee or as a non-employee member of the Board – through the date on which the Compensation Committee of the Board certifies that both the Revenue Goal and the Stock Price Goal for a particular tranche have been achieved. In the event of Mr. Brennan’s termination of service for any reason prior to a vesting date, any unvested portion of the FY27 CEO PSUs will be forfeited (and in the case of a termination by the Company for “cause”, any portion of the FY27 CEO PSUs that remains outstanding, whether vested or unvested, will be forfeited). Shares delivered to Mr. Brennan upon the vesting of any FY27 CEO PSU, net of any shares sold or withheld for taxes, will be subject to a one year post-vesting holding period (or, if earlier, until the closing of a change in control). As the FY27 CEO PSUs were awarded in fiscal 2027, they will be reported in the executive compensation tables included in next year’s proxy statement.

  45. Summary Compensation Table

    Summary Compensation Table The following table shows the compensation paid to or earned by our named executive officers for the fiscal years noted.

  46. Summary Compensation Table

    | Name and Principal Position(1) | Fiscal Year | Salary ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation(3) | All Other Compensation ($) | Total ($) | | William (Bill) Brennan | 2026 | 650,000 | 12,641,000 | 1,137,500 | — | 14,428,500 | | President, Chief Executive Officer and Director | 2025 | 570,000 | 4,370,000 | 1,118,750 | — | 6,058,750 | | | 2024 | 460,667 | 5,410,000 | 250,000 | — | 6,120,667 | | Daniel Fleming | 2026 | 430,000 | 6,320,500 | 564,375 | — | 7,314,875 | | Chief Financial Officer | 2025 | 425,539 | 2,622,000 | 556,563 | — | 3,604,102 | | | 2024 | 378,333 | 2,164,000 | 130,000 | — | 2,672,333 | | Yat Tung (Job) Lam | 2026 | 375,000 | — | 328,125 | — | 703,125 | | Chief Operating Officer | 2025 | 465,832 | 1,092,500 | 349,117 | — | 1,907,449 | | | 2024 | 320,250 | 2,164,000 | 82,688 | — | 2,566,938 | | Chi Fung (Lawrence) Cheng | 2026 | 400,000 | — | 350,000 | — | 750,000 | | Chief Technology Officer | 2025 | 358,448 | 1,092,500 | 325,359 | — | 1,776,307 | | | 2024 | 373,625 | — | 96,469 | — | 470,094 | | James Laufman | 2026 | 400,000 | — | 350,000 | — | 750,000 | | Chief Legal Officer and Secretary | 2025 | 284,615 | 11,520,300 | 262,500 | — | 12,067,415 |

  47. Summary Compensation Table

    ______________ (1)Compensation information for fiscal 2024 with respect to Mr. Laufman is not shown because he was not an employee of the Company for that year. (2)The amounts reported in this column represent the aggregate grant date fair value of the RSUs and PSUs granted during fiscal 2026, fiscal 2025 and fiscal 2024, as calculated in accordance with FASB Accounting Standards Codification Topic 718 (“Topic 718”). The assumptions used in calculating the grant date fair value reported in this column are described in Note 2 to our consolidated financial statements included in our Annual Report on Form 10-K for fiscal 2026. The amounts reported in this column reflect the accounting cost for these RSUs and PSUs and do not necessarily correspond to the actual economic value that may be received by the named executive officer upon the vesting or settlement of the RSUs and PSUs or any sale of the underlying ordinary shares. The amounts reported in this column for PSUs granted in fiscal 2026 are calculated using a Monte-Carlo model for each award on the date of grant, as determined under Topic 718, based on the probable outcome of the performance condition as of the grant date and incorporates assumptions such as the term of the performance period, expected volatilities, risk-free interest rate, and dividend yield. Since the performance criteria underlying the PSUs, stock price, is considered a market condition as opposed to a performance condition for accounting purposes, the expense associated with

  48. Summary Compensation Table

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  49. Summary Compensation Table

    those awards is not subject to fluctuation based on the actual outcome. Therefore, the amounts reported in this column reflect the maximum expense value. (3)The amounts reported reflect payout of bonuses earned under our annual bonus program, as described under “Executive Compensation, Compensation Discussion and Analysis—Elements of Compensation—Annual Bonuses” above.

  50. Grants of Plan-Based Awards for Fiscal Year Ended May 2, 2026

    Grants of Plan-Based Awards for Fiscal Year Ended May 2, 2026 The following table shows information regarding the grants of plan-based awards to our NEOs during the fiscal year ended May 2, 2026.

  51. Grants of Plan-Based Awards for Fiscal Year Ended May 2, 2026

    | Name | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards | | | | Award Type | Grant Date | Threshold ($) | Target ($)(1) | Maximum ($) | Threshold (#) | Target (#)(2) | Maximum (#) | Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards (3) | | William (Bill) Brennan | Cash Bonus | — | 81,250 | 650,000 | 1,137,500 | — | — | — | — | — | | | Special PSU | 6/30/2025 | — | — | — | 50,000 | 200,000 | 200,000 | — | $12,641,000 | | Daniel Fleming | Cash Bonus | — | 40,312 | 322,500 | 564,375 | — | — | — | — | — | | | Special PSU | 6/30/2025 | — | — | — | 25,000 | 100,000 | 100,000 | — | $6,320,500 | | Yat Tung (Job) Lam | Cash Bonus | — | 23,438 | 187,500 | 328,125 | — | — | — | — | — | | Chi Fung (Lawrence) Cheng | Cash Bonus | — | 25,000 | 200,000 | 350,000 | — | — | — | — | — | | James Laufman | Cash Bonus | — | 25,000 | 200,000 | 350,000 | — | — | — | — | — |

  52. Grants of Plan-Based Awards for Fiscal Year Ended May 2, 2026

    ______________ (1) These amounts represent the combined individual performance and company-level performance bonus opportunities under our fiscal 2026 annual bonus program. The individual performance metric does not have threshold or maximum attainment levels. Actual amounts paid under the fiscal 2026 annual bonus program are included in the column entitled “Non-Equity Incentive Plan Compensation” of the Summary Compensation Table above. See “—Elements of Compensation—Annual Bonuses” above for a further description of the fiscal 2026 annual bonus program. (2) These amounts represent the number of Special PSUs granted under the 2021 Plan. See”—Elements of Compensation—Fiscal 2026 Long-Term Equity Compensation” above for a further description of the Special PSUs. (3) The amounts reported in this column represent the aggregate grant date fair value of the PSUs granted during fiscal 2026 as calculated in accordance with FASB Accounting Standards Codification Topic 718 ("FASB ASC Topic 718"). The assumptions used in calculating the grant date fair value reported in this column are described in Note 2 to our consolidated financial statements included in our Annual Report on Form 10-K for fiscal 2026. The amounts reported in this column reflect the accounting cost for these PSUs and do not necessarily correspond to the actual economic value that may be received by the named executive officer upon the vesting or settlement of the PSUs or any sale of the underlying ordinary shares. The amounts reported in this column for PSUs granted in fiscal 2026 are calculated using a Monte-Carlo model for each award on the date of grant, as determined under Topic 718, based on the probable outcome of the performance condition as of the grant date and incorporates assumptions such as the term of the performance period, expected volatilities, risk-free interest rate, and dividend yield. Since the performance criteria underlying the PSUs, stock price, is considered a market condition as opposed to a performance condition for accounting purposes, the expense associated with those awards is not subject to fluctuation based on the actual outcome. Therefore, the amounts reported in this column reflect the maximum expense value.

  53. Narrative to Summary Compensation Table and the Grant of Plan-Based Awards Table

    Narrative to Summary Compensation Table and the Grant of Plan-Based Awards Table See “Executive Compensation, Compensation Discussion and Analysis” for further information relating to each NEO regarding the terms of awards reported in the Summary Compensation Table and the Grants of Plan-Based Awards Table, the components of executive compensation and other material factors regarding our executive compensation program.

  54. Outstanding Equity Awards at 2026 Fiscal Year End

    Outstanding Equity Awards at 2026 Fiscal Year End The following table sets forth information concerning shares that have not vested and equity incentive plan awards for our named executive officers as of May 2, 2026.

  55. Outstanding Equity Awards at 2026 Fiscal Year End

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  56. Outstanding Equity Awards at 2026 Fiscal Year End

    | | | Share Awards | | | | | Name | Grant Date | Number of Shares or Units That Have Not Vested (#) | Market Value of Shares or Units That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | William (Bill) Brennan | 6/30/2025(6) | | | 200,000 | $36,876,000 | | | 3/7/2025(4) | 200,000 | $36,876,000 | | | | | 4/4/2024(3) | 109,375 | 20,166,563 | | | | | 1/5/2023(2) | 46,875 | 8,642,813 | | | | Daniel Fleming | 6/30/2025(6) | | | 100,000 | $18,438,000 | | | 3/7/2025(4) | 120,000 | $22,125,600 | | | | | 4/4/2024(3) | 43,750 | 8,066,625 | | | | | 1/5/2023(2) | 18,750 | 3,457,125 | | | | Yat Tung (Job) Lam | 3/7/2025(4) | 50,000 | $9,219,000 | | | | | 4/4/2024(3) | 43,750 | 8,066,625 | | | | | 1/5/2023(2) | 18,750 | 3,457,125 | | | | Chi Fung (Lawrence) Cheng | 3/7/2025(4) | 50,000 | $9,219,000 | | | | | 1/5/2023(2) | 18,750 | 904,875 | | | | James Laufman | 8/30/2024(5) | 187,500 | $34,571,250 | | |

  57. Outstanding Equity Awards at 2026 Fiscal Year End

    ______________ (1)The market value calculations reported in this column are computed by multiplying $184.38, the closing price per ordinary share on May 1, 2026, by the number of shares underlying the award. (2)Reflects a grant of RSUs, 25% of which vested one year from January 5, 2023, with the balance vesting in equal quarterly installments over the following three years, subject to the NEO’s continued employment through each vesting date. (3)Reflects a grant of RSUs, 25% of which will vest one year from January 2, 2024, with the balance vesting in equal quarterly installments over the following three years, subject to the NEO's continued employment through each vesting date. (4)Reflects a grant of 2025 PSUs, which were earned at 200% of target levels based on the Company’s achievement of specified revenue goals for the fiscal year ending May 2, 2026, and remain subject to certain service-based vesting requirements over an additional three-year period, with 25% of the earned PSUs vesting every year starting June 10, 2026,. See “—Elements of Compensation—Achievement of Fiscal 2025 PSUs” above for a further description of the PSU awards. (5)Reflects a grant of RSUs, 30,000 of which vested 30 days from the NEO’s hire date, with the remaining balance vesting in equal quarterly installments over the following four years, subject to the NEO’s continued employment through each vesting date. (6)Reflects a grant of Special PSUs, which will be eligible to become earned over a three-year performance period if the 60-day average closing price of our shares equals or exceeds $116 on each of the first three anniversaries of the grant date. See “—Elements of Compensation—Fiscal 2026 Long-Term Equity Compensation” above for a further description of the PSU awards.

  58. Potential Payouts upon Termination or Change in Control

    Potential Payouts upon Termination or Change in Control Effective December 3, 2024, we adopted an Executive Change in Control Severance Plan (the “CIC Severance Plan”). Each of our NEOs participates in the CIC Severance Plan, which provides that in the event of a termination of employment by the Company for any reason other than “cause”, death or “disability”, or by the executive with “good reason” (each as defined in the CIC Severance Plan), in each case during the period beginning three months prior to and ending 12 months following a “change in control” (as defined in the CIC Severance Plan), the executive will be eligible to receive the following severance payments and benefits: (i) a lump sum cash severance payment in an amount equal to (x) the executive’s severance multiplier designated in their individual participation agreement multiplied by (y) the sum of the executive’s then-current (A) base salary plus (B) target annual bonus; (ii) accelerated vesting of all equity awards that are outstanding and unvested as of the termination date (with any awards subject to performance-based vesting conditions deemed achieved at target levels); (iii) if the executive timely elects healthcare continuation coverage under COBRA, a lump sum payment in an amount equal to (x) the executive’s COBRA period designated in their individual participation agreement multiplied by (y) the monthly Company cost of the executive’s COBRA premiums; and (iv) payment of any earned but unpaid bonus in respect of the most recent bonus performance period ending prior to the termination date. The severance multipliers and COBRA periods for our NEOs in the CIC Severance Plan are as follows: (i) William (Bill) Brennan: 1.5 times, 18 months; (ii) Daniel Fleming: 1.0 times, 12 months; (iii) Yat Tung (Job) Lam: 1.0 times, 12 months; (iv) Chi Fung (Lawrence) Cheng: 1.0 times, 12 months; and (v) James Laufman: 1.0 times, 12 months. In the event of a change in

  59. Potential Payouts upon Termination or Change in Control

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  60. Potential Payouts upon Termination or Change in Control

    control of the Company, to the extent Section 280G or 4999 of the Internal Revenue Code of 1986 (the “Code”) is applicable to an NEO, such individual is entitled to receive either payment of the full amounts to which he or she is entitled or payment of such lesser amount that does not trigger the excise tax imposed by Section 4999 of the Code, whichever results in him or her receiving the greatest after-tax amount. We do not pay excise tax payments (or “gross-ups”) relating to a change in control of the Company and have no such obligations in place with respect to any of our NEOs. A summary of the potential payouts that each of our NEOs would have received upon the occurrence of these events, assuming that each triggering event occurred on the last day of fiscal 2026, May 2, 2026, is set forth below.

  61. Potential Payouts upon Termination or Change in Control

    | Name | Basis of Payment | Severance ($) | Continuation of Health Insurance ($) | Vesting of Equity Awards ($) | Total ($) | | Bill Brennan | Termination without “cause”/for “good reason” in connection with a “change in control” | $1,950,000 | $74,405 | $102,561,375 | $104,585,780 | | Daniel Fleming | Termination without “cause”/for “good reason” in connection with a “change in control” | $752,500 | $35,206 | $52,087,350 | $52,875,056 | | Job Lam | Termination without “cause”/for “good reason” in connection with a “change in control” | $562,500 | $49,604 | $20,742,750 | $21,354,854 | | Lawrence Cheng | Termination without “cause”/for “good reason” in connection with a “change in control” | $600,000 | $49,604 | $12,676,125 | $13,325,729 | | James Laufman | Termination without “cause”/for “good reason” in connection with a “change in control” | $600,000 | $28,798 | $34,571,250 | $35,200,048 |

  62. CEO Pay Ratio

    CEO Pay Ratio

  63. CEO Pay Ratio

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  64. CEO Pay Ratio

    Item 402(u) of Regulation S-K requires us to disclose the ratio of the annual total compensation of our principal executive officer to the annual total compensation of our median employee. During fiscal 2026, the principal executive officer of the Company was our President and Chief Executive Officer, William (Bill) Brennan. For fiscal 2026, Mr. Brennan's annual total compensation, as disclosed in the Summary Compensation Table, was $14,428,500 and our median employee’s annual total compensation was $117,482, resulting in a pay ratio of approximately 123:1. We identified the median employee as of May 2, 2026 by aggregating for each applicable employee their fiscal 2026 (A) annual base salary for salaried employees (or hourly rate multiplied by the estimated annual work schedule, for hourly employees), (B) paid incentive compensation, and (C) the estimated grant date fair value for employee equity awards granted in the fiscal year. Amounts paid in foreign currencies were converted into U.S. Dollars using the exchange rates in effect on May 1, 2026, and we annualized the compensation of permanent employees that worked for less than the full year. This calculation was performed for all employees of the Company as of May 2, 2026, excluding Mr. Brennan. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

  65. Pay versus Performance

    Pay versus Performance The following table sets forth the compensation for our Principal Executive Officer (“PEO”) and the average compensation for our other named executive officers, both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under SEC rules, for each of fiscal 2026, 2025, 2024 and 2023. The table also provides information on our cumulative total shareholder return (“TSR”), the cumulative TSR of our peer group, Net Income (Loss) and Revenue over such years in accordance with the SEC rules.

  66. Pay versus Performance

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  67. Pay versus Performance

    | Pay Versus Performance | | | | | | | | | | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | | | | Year (a) | Summary Compensation Table Total for PEO(1) ($) (b) | Compensation Actually Paid to PEO(2) ($) (c) | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(1) ($) (d) | | Average Compensation Actually Paid to Non-PEO Named Executive Officers(2) ($) (e) | | Total Shareholder Return(3) ($) (f) | | Peer Group Total Shareholder Return(3) ($) (g) | Net Income (Loss) (in Thousands)(4) ($) (h) | | Total Revenue (in Thousands)(4) ($) (i) | | | 2026 | $14,428,500 | | $76,266,563 | | $2,379,500 | | $23,097,084 | | $1,582.66 | $326.61 | | $472,279 | | $1,335,116 | | 2025 | $6,058,750 | | $13,939,751 | | $3,898,747 | | $8,911,887 | | $414.25 | $135.54 | | $52,183 | | $436,775 | | 2024 | $6,120,667 | | $7,963,167 | | $2,653,479 | | $2,933,163 | | $159.31 | $145.97 | | $(28,369) | | $192,970 | | 2023 | $3,880,000 | | $2,326,874 | | $1,561,682 | | $1,112,042 | | $69.61 | $92.32 | | $(16,547) | | $184,194 |

  68. Pay versus Performance

    (1)Compensation for our PEO, William (Bill) Brennan, reflects the amounts reported in the “Summary Compensation Table” for the respective years. Average compensation for non-PEOs includes the following named executive officers: (i) in fiscal 2026 and 2025, Daniel Fleming, Yat Tung (Job) Lam, Chi Fung (Lawrence) Cheng, and James Laufman; (ii) in fiscal 2024, Daniel Fleming, Yat Tung (Job) Lam, Chi Fung (Lawrence) Cheng, Katherine Schuelke (former Chief Legal Officer), and Adam Thorngate-Gottlund (former General Counsel and Secretary); and (iii) in fiscal 2023, Daniel Fleming, Yat Tung (Job) Lam, Chi Fung (Lawrence) Cheng, and Adam Thorngate-Gottlund. (2)Compensation “actually paid” for the PEO and average compensation “actually paid” for our non-PEOs in fiscal 2026, fiscal 2025, fiscal 2024 and fiscal 2023 reflects the respective amounts set forth in columns (b) and (d), adjusted as follows in the table below, as determined in accordance with SEC rules. These dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO and our other NEOs during the applicable year. For information regarding the decisions made by our Compensation Committee pertaining to the PEO’s and our other NEOs’ compensation for fiscal year 2025, see Executive Compensation, CD&A section.

  69. Pay versus Performance

    | | PEO 2026 | PEO 2025 | PEO 2024 | Non-PEOs 2026 | Non-PEOs 2025 | Non-PEOs 2024 | | Summary Compensation Table Total | $14,428,500 | $6,058,750 | $6,120,667 | $2,379,500 | $3,898,747 | $2,653,479 | | Less Stock Award Value Reported in Summary Compensation Table for the Covered Year | $(12,641,000) | $(4,370,000) | $(5,410,000) | $(1,580,125) | $(3,265,460) | $(2,303,680) | | Plus Year-end Fair Value for Awards Granted in the Covered Year | $36,876,000 | $4,826,000 | $4,640,000 | $4,609,500 | $5,308,600 | $1,930,240 | | Change in Fair Value of Outstanding Unvested Awards from Prior Years | $27,224,000 | $5,104,688 | $1,796,094 | $13,867,225 | $2,041,875 | $431,062 | | Change in Fair Value of Awards from Prior Years that Vested in the Covered Year | $10,379,063 | $2,320,313 | $816,406 | $3,820,984 | $928,125 | $222,062 | | Compensation Actually Paid | $76,266,563 | $13,939,751 | $7,963,167 | $23,097,084 | $8,911,887 | $2,933,163 |

  70. Pay versus Performance

    Fair values set forth in the table above are computed in accordance with ASC 718 as of the end of the respective fiscal year, other than fair values of awards that vest in the covered year, which are valued as of the applicable vesting date. The aggregate change in actuarial present value of accumulated benefit under pension plans reflects the amount reported for the applicable year in the Summary Compensation Table. Service costs is calculated as the actuarial present value of benefits under all pension plans attributable to services rendered during the applicable fiscal year. Prior service costs is calculated as the entire cost of benefits granted (or credit for benefits reduced) in a plan amendment (or initiation) during the covered fiscal year that are attributable by the benefit formula to services rendered in periods prior to the applicable amendment. (3)TSR is cumulative for the measurement periods beginning on January 27, 2022 and ending on May 2, 2026, May 3, 2025 and April 27, 2024, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The peer group for purposes of this table is the PHLX Semiconductor Index, same as our Peer Group as set forth in the performance graph included in our annual report. (4)Reflect “Net Income (Loss)” and "Total Revenue" in the Company’s Consolidated Statements of Operation included in the Company’s Annual Reports on Form 10-K for each of the fiscal years ended May 2, 2026, May 3, 2025 and April 27, 2024.

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  72. Pay versus Performance

    Relationship between PEO and Non-PEO NEOs Compensation Actually Paid and Total Shareholder Return (“TSR”) The following chart sets forth the relationship between compensation actually paid or (CAP) to our PEO, the average CAP to our Non-PEO NEOs, and the Company's cumulative TSR as well as the PHLX Semiconductor Sector Index cumulative TSR for the fiscal years indicated. Relationship between PEO and Non-PEO NEOs Compensation Actually Paid and Net Income (Loss) The following chart sets forth the relationship between compensation actually paid or (CAP) to our PEO, the average CAP to our Non-PEO NEOs, and the Company's net income (loss) for the fiscal years indicated. Relationship between PEO and Non-PEO NEOs Compensation Actually Paid and Revenue

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  74. Pay versus Performance

    The following chart sets forth the relationship between compensation actually paid or (CAP) to our PEO, the average CAP to our Non-PEO NEOs, and the Company's revenue for the fiscal years indicated.

  75. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Compensation Committee, which is composed solely of independent directors, has the primary responsibility for reviewing and making changes to our non-employee director compensation. For fiscal year 2026, non-employee director fees were: (1) $60,000 annual retainer for board service; (2) $30,000 annual retainer for service as lead independent director; (3) $25,000 annual retainer for service as chair of the audit committee; (4) $20,000 annual retainer for service as chair of the compensation committee; (5) $15,000 annual retainer for service as chair of the nominating and corporate governance committee; (6) $12,500 annual retainer for service as a member of the audit committee; (7) $10,000 annual retainer for service as a member of the compensation committee, and (8)

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  77. DIRECTOR COMPENSATION

    $7,500 annual retainer for service as a member of the nominating and corporate governance committee. Director fees are paid quarterly in arrears. For our non-employee directors who will continue to serve on the Board after the Annual General Meeting, such directors will receive annual equity compensation in the form of RSUs with a grant value of $200,000 as of the first business day following the Annual General Meeting. After the Company’s 2025 Annual General Meeting (the “2025 AGM”), our Compensation Committee approved a grant of RSUs to each of the non-employee directors then serving with a value of $200,000 with vesting commencement dates as of the first business day following the 2025 AGM. The 2025 AGM RSUs were granted in October 2025 and are scheduled to vest upon the earlier of (a) the one (1) year anniversary of the vesting commencement date or (b) the date of the Company’s 2026 Annual General Meeting, in each case subject to the non-employee director continuing to serve as a member of the Board and provide services to the Company through such date. In addition, non-employee directors who are newly appointed to the Board receive an initial grant of RSUs having a grant date value of $350,000, which vests in three equal annual installments from the date of appointment. Consistent with our policy for granting executive and employee equity, the prior month’s stock price average is used to convert the intended dollar value of the RSU grants into a number of shares. Due to the volatility of our share price throughout fiscal 2026, the accounting value of the awards (based on the stock price on the grant date) can differ materially from the target value conversion that used the averaging period. The following table reflects certain information with respect to the compensation of all non-employee directors of the Company for the fiscal year ended May 2, 2026.

  78. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)(1) | | Stock Awards ($)(2) | | | Total Compensation ($) | | | Pantas Sutardja | | 61,250 | | 202,371 | | | 263,621 | | Lip-Bu Tan | | 23,210 | | 202,371 | | | 225,581 | | Manpreet Khaira | | 83,917 | | 202,371 | | | 286,288 | | Sylvia Acevedo | | 103,042 | | 202,371 | | | 305,413 | | Clyde Hosein | | 86,208 | | 202,371 | | | 288,579 | | Fariba Danesh(3) | | 72,583 | | 648,342 | $— | | 720,925 | | Brian Kelleher(4) | | 30,806 | | 385,250 | | | 416,056 |

  79. DIRECTOR COMPENSATION

    (1) The amounts reported in this column represent the aggregate dollar amount of all fees earned or paid in cash to each non-employee director in fiscal 2026 for their service as a director, including any annual retainer fees, committee and/or chair fees. (2) The amounts reported in this column represent the aggregate grant date fair value of RSUs granted to the directors during fiscal 2026, as calculated in accordance with Topic 718. As of the end of fiscal 2026, non-employee directors held outstanding RSUs as follows: (i) Pantas Sutardja — 1,540; (ii) Lip-Bu Tan — 1,540; (iii) Manpreet Khaira — 1,540; (iv) Sylvia Acevedo — 1,540; (v) Clyde Hosein — 6,991; (vi) Fariba Danesh — 5,035; and (vii) Brian Kelleher — 2,695. (3) Ms. Danesh was appointed to the board on March 20, 2025. On June 19, 2025, Ms. Danesh received an initial award of RSUs with a target value of $350,000 vesting in equal annual installments over three years from the date of appointment. The number of shares underlying the RSUs was determined using the stock price average for the month preceding the date of appointment, or 6,577 shares. As a result of volatility of our stock price between date of appointment and the time of grant, the accounting value of the RSUs determined in accordance with Topic 718 was $562,925. In addition, given limits in our 2021 LTIP regarding the maximum value of compensation that may be paid to our non-employee directors during any fiscal year, Ms. Danesh was not able to receive the full value of the 2025 AGM RSU grant. Accordingly, she received 650 RSUs in October 2025 (having an accounting value calculated in accordance with Topic 718 of $85,417) and received the remaining portion of such grant in early fiscal 2027. (4) Upon election to our board on October 27, 2025, Mr. Kelleher received an initial award of RSUs with a grant date value of $350,000. This initial grant will vest in equal annual installments over three years from the date of his appointment to the board. In June 2026, following a review of our peer group’s Board compensation practices as prepared by the Committee’s independent compensation consultant, Compensia, the following changes were approved to the company’s non-employee director compensation program to maintain the desired level of competitiveness with the

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  81. DIRECTOR COMPENSATION

    peer group, effective for fiscal 2027: 1) the annual cash retainer for board service increased to $80,000; (2) the annual cash retainer for service as lead independent director increased to $36,500; (3) the annual retainer for service as chair of the audit committee increased to $30,000; (4) the annual retainer for service as member of the audit committee increased to $15,000; and (5) the annual equity compensation in the form of RSUs increased to $220,000. The cash compensation changes take effect from the beginning of fiscal 2027, and the annual equity compensation increase will be effective for the grant made immediately following the 2026 AGM.