DEF 14A of SharkNinja, Inc., Apr 27, 2026

DEF 14A of SharkNinja, Inc.

Filed Apr 27, 2026 · FY20250001957132-26-000022

Open on EDGAR

  1. Information About Continuing Directors and Director Nominees

    Information About Continuing Directors and Director Nominees Our continuing directors and director nominees are as follows:

  2. Information About Continuing Directors and Director Nominees

    | Name | Age | Position | | CJ Xuning Wang | 57 | Chairperson and Refounder | | Mark Barrocas | 54 | Chief Executive Officer, Director, and Co-Refounder | | Kathryn J. Barton | 64 | Director | | Peter Feld* | 60 | Director | | Chi Kin Max Hui | 52 | Director | | Barney Tianhao Wang | 30 | Director | | Timothy R. Warner | 75 | Director | | Jason M. Wortendyke | 49 | Director |

  3. Information About Continuing Directors and Director Nominees

    *Lead Independent Director CJ Xuning Wang is an engineer, inventor, global business leader, and philanthropist. He has served as the Chairperson of our Board since 2017, as the Chairman of JS Global since 2019, and recognized as the Refounder of SharkNinja since 2025. He also served as Chief Executive Officer of JS Global from 2019 to March 2026. He has also served as the Executive Director of JS Global since 2018. Mr. Wang is the founder of Joyoung. He invented the first fully automatic household soymilk maker in 1994 and has been instrumental in the development of soymilk maker industry. Mr. Wang served as the Chairman of Joyoung from 2007 to 2022 and General Manager and President of Joyoung from 2007 to 2019. In 2017, he acquired SharkNinja, helping usher in a new era of growth at the company. In 2023, he was instrumental in helping lead SharkNinja to independently list on the New York Stock Exchange. Mr. Wang holds a Masters of Business Administration from China Europe International Business School (CEIBS) and a Bachelor of Electric Traction and Transmission Control from Beijing Jiaotong University. The Board believes that Mr. Wang’s extensive industry experience and leadership roles qualify him to serve as a member of the Board. Mark Barrocas has served as our President since 2008, a member of our Board and our Chief Executive Officer since 2023, was our co-owner from 2008 to 2017, and was recognized as the Co-Refounder of SharkNinja since 2025. During his tenure, Mr. Barrocas has demonstrated consistent commitment to SharkNinja and has driven our net sales growth, profitability and strategic expansion into new product categories and markets. Since 2008, Mr. Barrocas has focused on leading our rapid product innovation, international expansion, continuous development of consumer insights and agile operations, while developing an award-winning corporate culture and team infrastructure that has driven our 5-star consumer experience and built a portfolio of trusted global brands. Under Mr. Barrocas’ leadership, our business has expanded to fifteen countries and twenty-one offices around the world. His belief and commitment to delivering speed, performance, quality and value to our global consumers has enabled us to achieve #1 in market share in the United States for small household appliances and #1 in market share in the United Kingdom for vacuum sales. Mr. Barrocas also served as Global President of JS Global from 2019 to 2023. Mr. Barrocas holds a Bachelor of General Studies from the University of Michigan. Prior to joining SharkNinja, Mr. Barrocas held several senior leadership positions, including as the President of Aramark Uniform Services and the President of Broder Bros Co. Mr. Barrocas also serves on the Board of the JCC of Greater Boston and is philanthropically committed to various other organizations in the Greater Boston community and nationally. The Board believes that Mr. Barrocas’ management experience and business expertise, including his prior executive-level leadership, give him the operational expertise, breadth of knowledge and understanding of our industry that qualify him to serve as a member of the Board. Kathryn J. Barton has served as a member of our Board since July 2024. She currently serves as the Global CEO of Dentons since September 2024 and has over 35 years of global governance and public accounting and tax expertise. Ms. Barton previously held several roles at EY. Ms. Barton served as the Global CEO of EY’s Tax, Law and People Advisory Services business from 2018 to 2022, and prior to that was the Americas and US CEO of EY’s Tax business from 2009 to 2018. During her time at EY, Ms. Barton gained significant board experience having served on many of EY’s Global Executive Committees providing strategic direction, risk management, feedback on succession planning, workplace culture, board effectiveness, compensation, privacy and cyber-related technology, DE&I and strategic workforce planning. Ms. Barton holds a Bachelor of Science in Business Administration from Boston University, a Juris Doctor from Boston College Law School, and an LLM in Taxation from Boston University School of Law. She is both a CPA and a lawyer. The Board believes that Ms. Barton’s extensive financial, accounting, and strategic experience qualifies her to serve as a member of the Board. Peter Feld has served as a member of our Board since July 2023. Mr. Feld served as Chief Executive Officer of Barry Callebaut Group from 2023 until January 2026. He previously served as Chief Executive Officer at Jacobs Holding AG in 2023 and Chief Executive Officer at GFK Group from 2017 to 2022. Mr. Feld holds a Masters in Mechanical Engineering from RWTH Aachen University. The Board believes that Mr. Feld’s extensive management and business experience qualifies him to serve as a member of the Board. Chi Kin Max Hui has served as a member of our Board since July 2023. Mr. Hui previously served as a director of our Board from 2017 to 2020 and as a member of the JS Global Board from 2019 to 2023. He also served as a director of Nova Credit Limited from 2022 until 2024, and has served as a managing director of CDH Investments since 2012 and an investment committee member of its private equity division since 2018. He also serves as a director of multiple private companies. Since June 2025, Mr. Hui has served as an independent, non-executive director for TCL Electronics, a company that is publicly traded on the Hong Kong Stock Exchange. Mr. Hui previously served as the Chief Executive Officer of CDH Investment Advisory Private Limited from 2013 to 2022. Mr. Hui holds a Bachelor of Science, Chemical Engineering from the University of California, Berkeley and a Master of Engineering from Princeton University. The Board believes that Mr. Hui’s extensive experience in investment management and board service at a number of public and private companies qualify him to serve as a member of the Board. Barney Tianhao Wang has served as a member of our Board since July 2024. He has served as Director, Global Robot Commercialization at the Company since 2025, and previously served in a number of other positions in Strategic Sales and Analytics since joining the Company in 2020. Prior to joining SharkNinja, Mr. Wang served as an investment analyst at the Clocktower Group. Mr. Wang holds a Bachelor of Arts from Columbia University and Master of Science in Business from Babson College. Mr. Wang is the son of CJ Xuning Wang, the Chairperson of our Board. The Board believes that Mr. Wang’s knowledge of the Company’s sales operations and analytical expertise qualify him to serve as a member of the Board. Timothy R. Warner has served as a member of our Board since July 2023. Mr. Warner previously served as a member of the JS Global Board from 2019 to 2023. He is currently the Vice Provost for Budget and Auxiliaries Management at Stanford University, a position held since 1994. He served as Co-President of the Board of Trustees of Western Reserve Academy in Hudson, Ohio from 2010 to 2021. Mr. Warner holds a Bachelor of Arts from Wesleyan University and a Master of Business Administration from the Graduate School of Business at Stanford University. The Board believes that Mr. Warner’s extensive experience in financial management and strategic planning qualifies him to serve as a member of the Board.

  4. Information About Continuing Directors and Director Nominees

    Jason M. Wortendyke has served as a member of our Board since January 2026. He is currently a Managing Director and the Head of Midwest Investment Banking at Cantor Fitzgerald, a role he has held since joining that firm in 2024. He brings more than 25 years of experience leading strategic transactions across the industrial, consumer, and services sectors. Prior to joining Cantor Fitzgerald, Mr. Wortendyke served as Midwest Market Leader for Citigroup overall, and as Global Head of Citi’s Capital Goods & Industrial Technology Investment Banking practice. Previously, he held other senior leadership roles at Citigroup, Credit Suisse, and UBS in Chicago, London and Hong Kong. Mr. Wortendyke holds a Bachelor of Arts from Princeton University in Economics and a certificate in East Asian Studies. He serves as a Vice Chair of the Board of Trustees of The Field Museum in Chicago and is a member of the Civic Committee of the Commercial Club of Chicago and the Economic Club of Chicago. The Board believes that Mr. Wortendyke’s extensive strategic transaction experience and experience across sectors qualify him to serve as a member of the Board.

  5. Determination of Compensation

    Determination of Compensation Our Board, in consultation with senior management and outside consultants Willis Towers Watson, has determined the appropriate forms and levels of compensation for our NEOs, taking into account each of their experience and roles as well as the compensation practices of companies in our industry with similar scale, growth, and profitability characteristics, and in the U.S. public markets in general. Specifically, in determining the base salaries and equity awards that will be provided to executives annually, including in fiscal 2025, our Board considers each executive’s individual performance and expected future contributions, the Company’s overall performance and strategic objectives, market compensation for comparable positions at peer group companies, retention objectives, and the need to align executive compensation with shareholder interests and the Company’s short- and long-term strategic goals. The Compensation Committee is charged with approving executive compensation packages that meet these goals. In making decisions about aggregate and individual executive compensation, the Compensation Committee relies on the experience of its members as well as subjective considerations of various factors, including individual and corporate performance, our strategic business goals, each executive’s position, experience, level of responsibility, and future potential, and compensation paid by companies of a similar scale, growth, and profitability profile in our industry or in the U.S. public markets in general. Our Compensation Committee also performs an annual review of our executive officers’ cash compensation and equity holdings to determine whether they provide adequate incentives and motivation to executive officers and whether they adequately compensate the executive officers relative to comparable officers in other companies. As part of this review, management submits recommendations to the Compensation Committee. For 2025, Willis Towers Watson was engaged by the Compensation Committee, at the discretion and approval of the Compensation Committee, to perform various services to determine and recommend the amount and form of executive and director compensation, which included stakeholder interviews, peer group development, pay market assessments, Compensation Committee meeting presentations and other related services. The Company also engaged Willis Towers Watson to perform additional services unrelated to the services for the Compensation Committee. For 2025, the aggregate fees for services to the Compensation Committee related to determining and recommending executive and director compensation were $285,808, and the aggregate fees for the unrelated additional services to the Company were $496,410. The decision to engage Willis Towers Watson for the unrelated additional services was made by management and was not subject to the approval of the Compensation Committee.

  6. Compensation Peer Group

    Compensation Peer Group Our Compensation Committee, with research and advice from Willis Towers Watson, annually reviews the composition of the peer group used for compensation benchmarking. Our Compensation Committee generally seeks to include in this peer group companies that are in similar industries, relevant end market and business model dynamics, or that fall within comparable ranges of financial performance and are listed in the U.S. public markets. These peer companies also drive innovation in their respective end markets and would therefore value the capabilities and experience of our executives to develop new technologies and products. Our compensation peer group used for purposes of setting 2025 pay levels included the following companies: •Acuity Inc. •Chart Industries, Inc. •Chipotle Mexican Grill, Inc. •Coherent Corp. •Comfort Systems USA, Inc. •Deckers Outdoor Corporation •Garmin Ltd. •Generac Holdings Inc. •Keysight Technologies, Inc. •Lennox International Inc. •lululemon athletica inc. •Ralph Lauren Corporation •RingCentral, Inc. •Roku, Inc. •Skechers U.S.A., Inc. •The Estée Lauder Companies Inc. •Ulta Beauty, Inc. •V.F. Corporation •Vertiv Holdings Co. •Williams-Sonoma, Inc.

  7. Principal Elements of Compensation

    (1)Mr. Quigley’s base salary increased to $600,000 upon his promotion to Chief Financial Officer, effective as of November 6, 2025. Annual Bonuses In addition to their base salaries, our NEOs are entitled to receive annual performance bonuses based on the Company’s financial performance and achievement of certain targets in the given year. We believe this drives Company performance, ultimately benefiting our shareholders, as payout is based upon performance against pre-established, realistic goals in line with our corporate strategy. These goals are set by our Compensation Committee, after consultation and recommendation from management, to specifically recognize key factors which we believe will impact shareholder value in both the short- and long-term. We maintain the Global Annual Bonus Plan (the “Annual Incentive Plan”) to provide an annual opportunity for our employees, including our NEOs, to earn cash bonuses based on the achievement of overall business objectives as well as individual performance objectives. We believe this incentivizes achievement of certain short- and long-term objectives that ultimately benefit our shareholders. Each of our NEOs is eligible for a target bonus in an amount equal to a percentage of base salary. Payment of the bonus is subject to employment on the date of payment under the Annual Incentive Plan. The annual bonuses for Messrs. Barrocas and Shah are generally determined in accordance with their employment agreements, as further described below, and not awarded under the Annual Incentive Plan. Notwithstanding the foregoing, our Compensation Committee determined to pay Mr. Barrocas’ annual bonus with respect to fiscal 2025 based on achievement of the performance metrics and corresponding payout percentage under the Annual Incentive Plan. Mr. Reagan resigned from his employment with SharkNinja effective September 5, 2025, and as a result, forfeited his bonus eligibility for fiscal 2025. For fiscal 2025, our NEOs’ target bonus percentages were as follows:

  8. Principal Elements of Compensation

    | Named Executive Officer | 2025 Target Bonus Percentage (Percentage of Base Salary) | | Mark Barrocas Chief Executive Officer and Director | 200% | | Adam Quigley(1) Chief Financial Officer, EVP | 75% | | Patraic Reagan Former Chief Financial Officer, EVP | 75% | | Pedro J. Lopez-Baldrich Chief Legal Officer, EVP | 60% | | Neil Shah Chief Commercial Officer, EVP | 100% |

  9. Principal Elements of Compensation

    (1)Mr. Quigley’s target bonus percentage was determined upon his promotion to Chief Financial Officer and became effective with respect to fiscal 2025. Under the FY25 Annual Incentive Plan, financial objectives included Adjusted Net Sales Growth (weighted 40%) and Adjusted Net Profit Growth (weighted 60%). Based on performance against targets, the FY25 Annual Incentive Plan paid out at 118.5% of target.

  10. Principal Elements of Compensation

    | Metric | Weighting | Target Goal | Actual Results | Payout (% of target) | | Adjusted Net Sales Growth | 40% | 11.0% | 15.7% | 121.4% | | Adjusted Net Profit Growth | 60% | 14.0% | 21.6% | 116.6% | | Total Results | | | | 118.5% |

  11. Principal Elements of Compensation

    | Named Executive Officer | 2025 Target Bonus Amount | 2025 Actual Bonus Paid | | Mark Barrocas Chief Executive Officer and Director | $2,760,000 | $3,270,600 | | Adam Quigley(1) Chief Financial Officer, EVP | $450,000 | $533,250 | | Patraic Reagan Former Chief Financial Officer, EVP | $487,500 | $0 | | Pedro J. Lopez-Baldrich Chief Legal Officer, EVP | $336,699 | $398,989 | | Neil Shah Chief Commercial Officer, EVP | $628,059 | $744,250 |

  12. Principal Elements of Compensation

    2025 Exceptional Leadership Cash Bonuses For fiscal 2025, the Compensation Committee approved the following bonuses: Mr. Barrocas received a cash bonus of $13 million and Mr. Shah received a cash bonus of $4.4 million. These bonuses were paid in recognition of the strong performance under the leadership of Messrs. Barrocas and Shah. The payment of these bonuses was also intended to address the fact that the tax burden on Messrs. Barrocas and Shah as a result of our separation and distribution from JS Global, which was not determinable at the time of the separation and distribution, was a significant cash burden to each of these employees. Equity Long-Term Incentive Compensation We maintain the SharkNinja, Inc. 2023 Equity Incentive Plan (the “EIP”) to award senior team members with time- and performance-based restricted share units (“RSUs”). We intend these equity award grants to incentivize achievement of certain short- and long-term objectives that ultimately benefit our shareholders. The time-based RSUs are generally eligible to vest in three equal annual installments, as further described below. The performance-based RSUs are generally eligible to vest upon the achievement of specified performance targets and meeting certain time-based milestones, as further described below. Time and Performance Based RSUs We generally grant time-based and performance-based RSUs to our executive team every three years, instead of annually. For the most recent cycle, we granted time-based and performance-based RSUs at the time of our U.S. listing in 2023. A portion of the time-based RSUs vested on each of February 28, 2024, February 28, 2025 and February 28, 2026, respectively, subject to continued service through the applicable vesting date. The performance-based RSUs were eligible to vest on the same dates based upon performance during fiscal 2023, fiscal 2024 and fiscal 2025, with 15% of such RSUs eligible to vest upon achievement of adjusted net sales, 70% eligible to vest upon achievement of adjusted net profit and 15% eligible to vest upon achievement of adjusted net operating cash inflows, in each case, subject to continued service through the applicable vesting date. Each of the time and performance-based RSU awards granted prior to fiscal 2026 paid out at 100% of target based on the results for fiscal 2025, as reflected below:

  13. Principal Elements of Compensation

    | Measures | Weighting | Below Threshold (0% payout) | Threshold (50% payout) | Maximum Level of Performance (100% payout) | FY25 Global Results | | Adj. Net Sales | 15% | <5% YoY growth | 5% YoY growth | 10% YoY growth | 15.7% YoY growth | | Adj. Net Profit | 70% | <7% YoY growth | 7% YoY growth | 12% YoY growth | 21.6% YoY growth | | Adj. Net Operating Cash Inflows | 15% | <7% YoY growth | 7% YoY growth | 12% YoY growth | 42% YoY growth |

  14. Principal Elements of Compensation

    Chief Financial Officer Promotional RSU Award In connection with his appointment to interim Chief Financial Officer of the Company, Mr. Quigley was granted a one-time promotional equity award on September 9, 2025, consisting of time-based and performance-based RSUs, in recognition of his high standard of service during his tenure and increase in responsibilities at the Company. Such promotional RSU award is eligible to vest on the same basis as the fiscal 2025 tranche noted above (Time and Performance Based RSUs). Merit-Based RSU Awards On April 29, 2025, our Compensation Committee approved the grant of merit-based RSU awards in lieu of merit-based salary increases to reinforce executive alignment with shareholder incentives and promote an employee culture of shared responsibility and stakeholder ownership. Such merit-based RSU awards were granted to each of our NEOs (other than Mr. Barrocas) and are eligible to vest as follows: 25% on each of June 1, 2025, September 1, 2025, December 1, 2025, and February 28, 2026.

  15. Other Features of our Executive Compensation Program

    Other Features of our Executive Compensation Program Employment Agreements and Offer Letters Each of our NEOs has entered into a written employment agreement or offer letter with SharkNinja. Chief Executive Officer Employment Agreement In connection with our initial public offering, Mr. Barrocas entered into an amended and restated employment agreement with SharkNinja on July 28, 2023, which provided for compensation generally in the form of (1) annual base salary, (2) an annual target bonus opportunity of 200% of base salary, (3) participation in employee benefits available for all senior executives and (4) a car allowance of $4,000 per month, or alternatively with a leased car of the same or greater value. In the event of Mr. Barrocas’ termination of employment by us without cause or resignation by Mr. Barrocas for good reason, Mr. Barrocas will be entitled to the following benefits, subject to his execution of a separation and general release agreement: (i) a lump sum payment equal to 1.5 times his then-current base salary, (ii) a lump sum payment equal to 1.5 times his target Annual Bonus (which is 1.5 times 200% of his base salary) and (iii) 18 monthly cash payments each equal to the monthly COBRA premium for himself and his dependents. In the event of Mr. Barrocas receiving any payments or benefits under the agreement that would constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code (the “Code”) and be subject to the excise tax imposed by Section 4999 of the Code, then the sum of all payments payable under the agreement will be reduced so that the sum of all payments is $1.00 less than the amount at which Mr. Barrocas would become subject to the excise tax, unless the taxation of the full amount of all payments would result in a greater amount of payments to Mr. Barrocas on an after-tax basis. In addition, in the event of Mr. Barrocas’ termination without cause, for good reason, or due to death or disability, he is also eligible to receive a prorated annual bonus for such year in which the termination of employment occurs, based on actual performance through the date of termination. The employment agreement contains various restrictive covenants including confidentiality, non-competition and non-solicitation terms. The non-competition and non-solicitation obligations remain for 12 months after a termination of employment. If necessary or required by law to enforce the post-termination restrictive covenants, we will pay continuing salary payments for 12 months following his termination of employment at a rate equal to 50% of Mr. Barrocas’ highest salary rate within two years prior to such termination, and these payments will be credited against severance benefits payable in the event of a termination by us without cause or resignation by Mr. Barrocas for good reason. On February 27, 2026, the Company entered into a second amended and restated employment agreement with Mr. Barrocas, to increase his annual base salary and maximum annual cash incentive compensation opportunity (up to 300% of his base salary), in each case, commencing as of January 1, 2026. All other provisions remain as described above. Chief Financial Officer Offer Letter In connection with his employment with SharkNinja and appointment as the Company’s Chief Financial Officer effective on November 6, 2025, Mr. Quigley signed an offer letter, dated as of January 12, 2026. It provides for compensation generally in the form of (1) annual base salary, (2) an annual target bonus opportunity of 75% of base salary, (3) an equity grant under our long-term incentive plan and (4) participation in employee benefits available for all senior executives. In the event of termination by us without cause or resignation by Mr. Quigley for good reason, Mr. Quigley will be entitled to 12 months of salary continuation and continued health coverage for up to 12 months following his termination, subject to his execution of a separation agreement. Chief Legal Officer Offer Letter In connection with his employment with SharkNinja, Mr. Lopez-Baldrich signed an offer letter, dated as of February 8, 2018 and amended as of April 13, 2018, which provides for compensation generally in the form of (1) annual base salary, (2) an annual target bonus opportunity, (3) a long-term incentive program award and (4) participation in employee benefits and a car allowance of $750 per month. In the event of a termination by us for any reason other than for just cause or resignation by Mr. Lopez-Baldrich for good reason, Mr. Lopez-Baldrich is entitled to salary payments for twelve months and continued health coverage for up to 12 months following his termination, subject to his execution of a separation agreement. Chief Commercial Officer Employment Agreement Mr. Shah is party to an employment agreement with us, which provides for compensation generally in the form of (1) annual base salary, (2) an annual target bonus opportunity of 100% of base salary, (3) a long-term incentive program award and (4) participation in employee benefits available for all senior executives and a car allowance of $2,500 per month. The bonus opportunity is based on performance metrics determined by the Board or Compensation Committee in consultation with Mr. Shah prior to commencement of the applicable fiscal year, provided that 50% of the bonus will be based on financial objective performance metrics ranging in payout from 70 to 110% of Mr. Shah’s base salary and the remaining 50% based on individual performance metrics ranging in payout from 0 to 110% of Mr. Shah’s base salary. In the event of termination by us without cause or resignation by Mr. Shah for good reason, Mr. Shah will be entitled to the following benefits subject to his execution of a separation agreement: (i) a lump sum payment of an amount equal to the sum of Mr. Shah’s current base salary and target annual bonus and (ii) a lump sum payment of an amount equal to 12 times the executive’s monthly COBRA premium for himself and his dependents. In the event of Mr. Shah receiving any payments or benefits under the agreement that would constitute a “parachute payment” within the meaning of Section 280G of the Code and be subject to the excise tax imposed by Section 4999 of the Code, then the sum of all payments payable under the agreement will be reduced so that the sum of all payments is $1.00 less than the amount at which Mr. Shah would become subject to the excise tax, unless the taxation of the full amount of all payments would result in a greater amount of payments to Mr. Shah on an after-tax basis. In the event of Mr. Shah’s termination of employment due to death or disability, Mr. Shah is also eligible to receive a prorated annual bonus for such year in which the termination of employment occurs, based on actual performance through the date of termination. The employment agreement contains several restrictive covenants including confidentiality, non-competition and non-solicitation terms. The non-competition and non-solicitation obligations remain for 12 months after a termination of employment. Severance and Change in Control Benefits Other than with respect to the individual offer letters, employment agreements and vesting of certain market-based RSU awards upon a change in control as described above, we do not provide severance or change in control benefits for our executive officers. We also do not have any agreements with our NEOs guaranteeing any tax gross-up payments on severance or change in control payments or benefits.

  16. Fiscal 2026 Compensation Decisions

    Fiscal 2026 Compensation Decisions Equity Awards On January 2, 2026, consistent with our practice of granting time-based and performance-based RSUs to our executive team every three years, we granted time-based and performance-based RSUs to each of our NEOs that will be eligible to vest in three equal tranches on February 28, 2027, February 28, 2028, and February 28, 2029, in each case, subject to the achievement of certain specified performance metrics and the NEO’s continued service through the applicable vesting date. On January 2, 2026, we also granted market-based RSUs to Mr. Barrocas and Mr. Shah that are eligible to vest upon the achievement of specified levels of market capitalization within a five-year period. Share Ownership Guidelines On February 24, 2026, we adopted share ownership guidelines to further align the interests of our NEOs, other executive officers and all other members of our executive leadership team with those of our shareholders. The guidelines require that, by the later of January 1, 2031 or the fifth anniversary of the covered executive’s hiring or promotion into a covered role, the covered executive must own at least a number of Ordinary Shares with a value equal to three times his or her annual base salary (or, solely with respect to our Chief Executive Officer, seven times his annual base salary).

  17. Summary Compensation Table

    Summary Compensation Table The following table summarizes the total compensation for the years ended December 31, 2025, 2024, and 2023, of each of our NEOs.

  18. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Mark Barrocas Chief Executive Officer and Director | 2025 | 1,433,077 | 13,000,000 | 0 | 3,270,600 | 142,153 | 17,845,830 | | | 2024 | 1,380,000 | 6,500,000 | 21,498,702(8) | 4,007,520 | 83,054 | 33,469,277 | | | 2023 | 1,269,231 | 34,830,869 | 64,894,074(8)(9) | 3,036,000 | 1,331,801 | 105,361,975 | | Adam Quigley(6) Chief Financial Officer, EVP | 2025 | 434,423 | 0 | 499,417 | 533,250 | 13,642 | 1,480,732 | | | 2024 | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | | Patraic Reagan(7) Former Chief Financial Officer, EVP | 2025 | 482,500 | 0 | 13,433 | 0 | 314,144 | 810,077 | | | 2024 | 425,000 | 300,000 | 4,700,242(8) | 491,240 | 246,111 | 6,162,593 | | | 2023 | — | — | — | — | — | — | | Pedro J. Lopez-Baldrich Chief Legal Officer, EVP | 2025 | 582,749 | 0 | 11,560 | 398,989 | 81,036 | 1,074,333 | | | 2024 | 556,056 | 1,737,500 | 0 | 488,887 | 80,490 | 2,862,933 | | | 2023 | 537,252 | 1,109,217 | 3,937,632 | 338,868 | 81,429 | 6,004,399 | | Neil Shah Chief Commercial Officer, EVP | 2025 | 652,215 | 4,400,000 | 12,944 | 744,250 | 91,809 | 5,901,218 | | | 2024 | 621,556 | 5,200,000 | 3,623,520(8) | 911,942 | 107,629 | 10,464,646 | | | 2023 | 598,405 | 11,161,593 | 9,425,049(8) | 754,879 | 259,926 | 22,199,852 |

  19. Summary Compensation Table

    (1)Amounts reported include holiday pay in the following amounts with respect to 2025: $53,077 for Mr. Barrocas, $16,731 for Mr. Quigley, $25,000 for Mr. Reagan, $21,583 for Mr. Lopez-Baldrich and $24,156 for Mr. Shah. (2)Amounts reported represent (i) 2025 exceptional leadership bonuses for Messrs. Barrocas and Shah, (ii) 2024 retention bonuses for Messrs. Barrocas, Lopez-Baldrich and Shah, 2024 exceptional leadership bonuses for Messrs. Barrocas, Lopez-Baldrich and Shah and a 2024 sign-on bonus for Mr. Reagan, and (iii) 2023 IPO recognition bonuses for Messrs. Barrocas, Lopez-Baldrich and Shah and 2023 exceptional leadership bonuses for Messrs. Barrocas and Shah. Each installment of the exceptional leadership bonuses was paid in recognition of strong performance and leadership and also intended to address the fact that the tax burden as a result of our separation and distribution from JS Global, which was not determinable at the time of the separation and distribution, was a significant cash burden to each of these employees. (3)Amounts reported represent the aggregate grant date fair value of RSU awards granted under our EIP in each respective fiscal year as determined in accordance with FASB ASC Topic 718. These awards represent the right to receive Ordinary Shares of the Company and the grant date fair value is calculated based on the number of shares granted subject to the awards, multiplied by the closing price per share of an Ordinary Share of the Company on the grant date. The assumptions used to calculate the grant date value of these awards are set forth in the notes to our consolidated financial statements included in our 2025 Annual Report. (4)Amounts reported represent the amount earned by each NEO, as applicable, payable in February of the following year, with respect to 2025, 2024, and 2023 under the Annual Incentive Plan (or, solely with respect to Messrs. Barrocas and Shah, pursuant to their employment agreements). (5)Amounts reported in the “All Other Compensation” column for fiscal 2025 are composed of the following items: (i) employer matching contributions to the Company’s qualified 401(k) plan of $14,000 for Messrs. Barrocas, Reagan, and Lopez-Baldrich, $13,642 for Mr. Quigley, and $6,764 for Mr. Shah; (ii) annual premiums for executive life insurance policies for Messrs. Barrocas, Lopez-Baldrich, and Shah; (iii) reimbursement for professional financial planning services for Mr. Lopez-Baldrich; (iv) the payment of tax planning services for Mr. Barrocas in the amount of $11,300; (v) for Messrs. Barrocas and Shah, the cost of a Company-leased vehicle, which was $31,115 for Mr. Shah, and for Messrs. Reagan and Lopez-Baldrich, a monthly car allowance; (vi) car insurance premiums on the Company-leased vehicles for Messrs. Barrocas and Shah; (vii) for Messrs. Barrocas, Reagan, Lopez-Baldrich, and Shah, the cost of executive physical examinations and concierge medical, which incurred a cost of $29,500 for Mr. Lopez-Baldrich; (viii) relocation expenses of $278,467 for Mr. Reagan; (ix) personal security services of $39,000 for Mr. Barrocas; and (x) for Messrs. Barrocas, Reagan, Lopez-Baldrich, and Shah, a tax gross up was provided to help offset the incremental tax on certain executive perquisites. The tax gross up was $39,414 for Mr. Shah. All dollar amounts reflect the actual incremental costs paid or reimbursed by the Company to provide these perquisites and personal benefits. (6)Mr. Quigley was appointed as our interim Chief Financial Officer effective September 5, 2025 and appointed to serve as Chief Financial Officer on a permanent basis effective November 6, 2025. (7)Mr. Reagan was appointed as our Chief Financial Officer effective April 22, 2024 and resigned from his position as our Chief Financial Officer effective September 5, 2025. In connection with his employment with SharkNinja and appointment as the Company’s Chief Financial Officer on April 22, 2024, Mr. Reagan signed an offer letter, dated as of March 17, 2024. It provided for compensation generally in the form of (1) annual base salary, (2) an annual target bonus opportunity of 75% of base salary, (3) an equity grant under our long-term incentive plan, (4) participation in employee benefits available for all senior executives, (5) a sign-on bonus in the amount of $300,000, (6) relocation expense reimbursement in an amount up to $80,000 (which was subsequently increased to $326,474), and (7) a car allowance of $1,000 per month. The relocation expenses and a prorated portion of the sign-on bonus were subject to repayment upon a voluntary resignation within 24 months following his employment start date. On April 3, 2026, the Company entered into a release agreement with Mr. Reagan pursuant to which a portion of his repayment obligations were forgiven and he agreed to pay the remaining $200,000. (8)To strengthen alignment between NEO pay outcomes and shareholder value creation, market-based RSUs were granted to Messrs. Barrocas and Shah at the 2023 U.S. listing with vesting based on achieving specified average daily market-cap levels over a consecutive 120-trading-day period. The four tranches tied to market-cap thresholds were $3.5 billion, $5.6 billion, $7.5 billion and $9.5 billion. All tranches vested in fiscal 2023 and 2024. Additional market-based RSUs were granted in fiscal 2024 to Messrs. Barrocas, Shah, and Reagan, with vesting based on achieving specified average daily market-cap levels over a consecutive 120-trading-day period, with a single tranche that would vest upon achieving the market-cap threshold of $12.5 billion for Messrs. Barrocas and Shah, or $9.5 billion for Mr. Reagan. Mr. Reagan’s 2024 award vested in fiscal 2024, Mr. Barrocas’ and Mr. Shah’s 2024 awards vested in fiscal 2025, and no new market-based RSUs were granted in fiscal 2025. (9)To recognize his high standard of service during his tenure and increase in responsibilities at the Company as CEO, in connection with the 2023 U.S. listing, Mr. Barrocas received a one-time grant of Ordinary Shares that vested shortly after the U.S. listing.

  20. Grants of Plan-Based Awards in the Fiscal Year Ended December 31, 2025

    Grants of Plan-Based Awards in the Fiscal Year Ended December 31, 2025

  21. Grants of Plan-Based Awards in the Fiscal Year Ended December 31, 2025

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) | Grant date fair value of stock awards(4) ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold | Target | Maximum | | | | Mark Barrocas Chief Executive Officer and Director | Annual Cash Bonus | 1,380,000 | 2,760,000 | 4,140,000 | — | — | — | — | — | | Adam Quigley Chief Financial Officer, EVP | Annual Cash Bonus | 225,000 | 450,000 | 675,000 | — | — | — | — | — | | | 4/29/2025 | — | — | — | — | — | — | 98 | 7,978 | | | 9/9/2025 | — | — | — | 1,492 | 2,984 | 2,984 | — | 343,996 | | | 9/9/2025 | — | — | — | — | — | — | 1,279 | 147,443 | | Patraic Reagan Former Chief Financial Officer, EVP | Annual Cash Bonus | 243,750 | 487,500 | 731,250 | — | — | — | — | — | | | 4/29/2025 | — | — | — | — | — | — | 165 | 13,443 | | Pedro J. Lopez-Baldrich Chief Legal Officer, EVP | Annual Cash Bonus | 168,350 | 336,699 | 505,049 | — | — | — | — | — | | | 4/29/2025 | — | — | — | — | — | — | 142 | 11,560 | | Neil Shah Chief Commercial Officer, EVP | Annual Cash Bonus | 314,030 | 628,059 | 942,089 | — | — | — | — | — | | | 4/29/2025 | — | — | — | — | — | — | 159 | 12,944 |

  22. Grants of Plan-Based Awards in the Fiscal Year Ended December 31, 2025

    (1)Non-Equity Incentive Plan awards are paid under our Annual Incentive Plan (or, solely with respect to Messrs. Barrocas and Shah, pursuant to their employment agreements), the material terms of which are described in the Compensation Discussion & Analysis section “Principal Elements of Compensation.” For 2025, amounts payable were paid in cash in February 2026. See the Summary Compensation Table for actual amounts paid with respect to 2025 under the Annual Incentive Plan. (2)Amounts shown as granted on September 9, 2025 reflect the Threshold, Target, and Maximum awards for the performance-based RSUs granted in connection with Mr. Quigley’s promotion to Chief Financial Officer, which vested on February 28, 2026. Threshold reflects 50% of the target performance shares granted, and maximum reflects 100% of the target performance shares granted. The material terms of this award are described in the Compensation Discussion & Analysis section “Principal Elements of Compensation”. (3)Amounts shown represent the time-based RSUs granted in lieu of merit-based salary increases, with the exception of Mr. Quigley’s September 9, 2025 award granted in connection with his promotion. The material terms of these grants are described in the Compensation Discussion & Analysis section “Principal Elements of Compensation”. (4)Amounts shown are the value of the equity-based compensation grants as of the 2025 grant date under FASB ASC Topic 718. The material terms of these grants are described in the Compensation Discussion & Analysis section “Principal Elements of Compensation”.

  23. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table

  24. Outstanding Equity Awards at Fiscal Year-End Table

    | | | Stock Awards | | | | | Name(1) | Grant 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) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) ($) | | Mark Barrocas Chief Executive Officer and Director | 7/28/2023 | 140,373 | 15,707,739 | 327,536 | 36,651,278 | | Adam Quigley Chief Financial Officer, EVP | 7/28/2023 | 1,896 | 212,162 | 4,427 | 495,381 | | | 4/29/2025 | 25 | 2,798 | — | — | | | 9/9/2025 | 1,279 | 143,120 | 2,984 | 333,910 | | Pedro J. Lopez-Baldrich Chief Legal Officer, EVP | 7/28/2023 | 13,104 | 1,466,338 | 30,576 | 3,421,454 | | | 4/29/2025 | 36 | 4,028 | — | — | | Neil Shah Chief Commercial Officer, EVP | 7/28/2023 | 21,893 | 2,449,827 | 51,083 | 5,716,188 | | | 4/29/2025 | 40 | 4,476 | — | — |

  25. Outstanding Equity Awards at Fiscal Year-End Table

    (1)Upon Mr. Reagan’s resignation from his employment with SharkNinja effective September 5, 2025, all of his outstanding equity awards were canceled. As a result, he is not listed in the table. (2)Amount reflects time-based RSUs that vested on February 28, 2026. (3)The dollar amounts shown in this column are determined by multiplying the number of shares or units shown in the preceding column by $111.90, the closing price of SharkNinja’s Ordinary Shares on December 31, 2025, the last trading day of SharkNinja’s fiscal year. (4)Performance-based RSUs vested on February 28, 2026 if and to the extent that the performance targets were met at the end of the performance period. The number of shares in the table reflects payout at the target/maximum level of performance (100% payout).

  26. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table

  27. Option Exercises and Stock Vested Table

    | | Stock Awards | | | Name(1) | Number of Shares Acquired on Vesting | Value Realized on Vesting(2) ($) | | Mark Barrocas Chief Executive Officer and Director | 467,909 | 49,172,557 | | Adam Quigley Chief Financial Officer, EVP | 6,396 | 672,048 | | Pedro J. Lopez-Baldrich Chief Legal Officer, EVP | 43,784 | 4,601,098 | | Neil Shah Chief Commercial Officer, EVP | 73,095 | 7,681,367 |

  28. Option Exercises and Stock Vested Table

    (1)Upon Mr. Reagan’s resignation from his employment with SharkNinja effective September 5, 2025, all of his outstanding equity awards were canceled. As a result, he is not listed in the table. (2)The dollar amounts shown in this column are determined by multiplying the number of shares acquired on vesting by the per-share closing price of SharkNinja’s Ordinary Shares on the vesting date.

  29. Pension Benefits

    Pension Benefits As of December 31, 2025, we had not granted any pension benefits to any of our executive officers.

  30. Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

    Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans As of December 31, 2025, we did not have any nonqualified defined contribution or other nonqualified deferred compensation plans.

  31. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control The table below quantifies certain compensation and benefits that would have become payable to each of our NEOs if their employment had terminated on December 31, 2025 as a result of each of the termination scenarios set forth in the table or in the event of a change in control of the Company on December 31, 2025 (with the value of equity awards calculated based on $111.90, the closing price of SharkNinja’s Ordinary Shares on December 31, 2025, the last trading day of SharkNinja’s fiscal year). Employment agreements for each of our NEOs include provisions for severance benefits in the case of a termination by the Company without cause or resignation by the NEO for good reason (such termination, a “Qualifying Termination”). The material terms of each employment agreement are described in the Compensation Discussion & Analysis section of “Other Features of Our Executive Compensation Program.” Mr. Reagan is not included in the table below, as his resignation from employment with the Company effective September 5, 2025 did not entitle him to any severance pay or benefits. Pursuant to his initial award agreement, Mr. Barrocas’ time-based and performance-based RSUs were eligible to continue vesting following a termination of his employment by the Company without cause or his resignation for good reason. Additionally, Mr. Barrocas’ time-based RSUs were eligible to accelerate in full upon a termination of his employment by the Company without cause or his resignation for good reason, in either case, within 12 months following the effective date of a change in control of the Company. Other than with respect to the individual offer letters and employment agreements with our NEOs, and the vesting of certain RSU awards held by our Chief Executive Officer upon a change in control, in each case, as described above, we do not provide severance or change in control benefits for our executive officers. We also do not have any agreements with our NEOs guaranteeing any tax gross-up payments on severance or change in control payments or benefits.

  32. Potential Payments Upon Termination or Change-in-Control

    | Named Executive Officer | Termination Scenario | Cash Severance ($) | Pro Rata Annual Bonus ($)(2) | Equity Vesting Continuation ($) | Equity Acceleration ($) | Other Benefits ($)(2) | Total ($) | | Mark Barrocas Chief Executive Officer and Director | Qualifying Termination | 6,210,000 | 3,270,600 | 52,359,017 | — | 37,202 | 61,876,819 | | | Change in Control with Qualifying Termination | 6,210,000 | 3,270,600 | 36,651,278 | 15,707,739 | 37,202 | 61,876,819 | | | Death or Disability | 6,210,000 | 3,270,600 | — | — | 37,202 | 9,517,802 | | Adam Quigley Chief Financial Officer, EVP | Qualifying Termination | 600,000 | — | — | — | 24,801 | 624,801 | | | Change in Control with Qualifying Termination | 600,000 | — | — | — | 24,801 | 624,801 | | | Death or Disability | — | 533,250 | — | — | — | 533,250 | | Pedro J. Lopez-Baldrich Chief Legal Officer, EVP | Qualifying Termination | 578,000 | — | — | — | 19,803 | 597,803 | | | Change in Control with Qualifying Termination | 578,000 | — | — | — | 19,803 | 597,803 | | | Death or Disability | — | 398,989 | — | — | — | 398,989 | | Neil Shah Chief Commercial Officer, EVP | Qualifying Termination | 1,300,000 | 744,250 | — | — | 24,801 | 2,069,051 | | | Change in Control with Qualifying Termination | 1,300,000 | 744,250 | — | — | 24,801 | 2,069,051 | | | Death or Disability | — | 744,250 | — | — | — | 744,250 |

  33. Potential Payments Upon Termination or Change-in-Control

    (1)Reflects a prorated bonus payment based on the number of calendar days the NEO was actively employed during the applicable fiscal year (with amounts shown at target for the full fiscal year). (2)Consists of payments for post-termination continued health coverage premiums.

  34. Pay Versus Performance

    Pay Versus Performance

  35. Pay Versus Performance

    | Year | Summary compensation table total for PEO(1) | Compensation actually paid to PEO(1) | Average summary compensation table total for non-PEO named executive officers(2) | Average compensation actually paid to non-PEO named executive officers(2) | Value of initial fixed $100 investment based on: | | Net income ($M)(5) | Adjusted Net Income ($M)(6) | | | | | | | Total Shareholder return(3) | Peer group total shareholder return(4) | | | | 2025 | 17,845,830 | 28,266,163 | 2,316,590 | 2,283,468 | 271 | 142 | 701.4 | 749.6 | | 2024 | 33,469,277 | 108,213,011 | 6,496,724 | 12,743,329 | 236 | 134 | 438.7 | 616.2 | | 2023 | 105,361,975(7) | 155,064,225 | 14,102,125(7) | 19,399,781 | 124 | 104 | 167.1 | 449.3 |

  36. Pay Versus Performance

    (1)For each of the years presented in the table, our principal executive officer (“PEO”) is our Chief Executive Officer, Mark Barrocas. The amount of “Compensation Actually Paid” to Mr. Barrocas is computed in accordance with Item 402(v) of Regulation S-K. This amount does not reflect the total compensation actually realized or received by Mr. Barrocas. In accordance with Item 402(v) of Regulation S-K, these amounts reflect “Total” compensation as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

  37. Pay Versus Performance

    | Compensation Actually Paid to PEO | 2025 | 2024 | 2023 | | Summary Compensation Table Total | 17,845,830 | 33,469,277 | 105,361,975 | | Less, value of “Stock Awards” reported in Summary Compensation Table | 0 | (21,498,702) | (64,894,074) | | Less, change in pension value and Non-Qualified Deferred Compensation earnings | 0 | 0 | 0 | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | 0 | 0 | 107,726,037 | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | 6,803,397 | 43,225,433 | 0 | | Plus (less), year over year change in fair value of equity awards granted in prior years that vested in the year | 3,616,937 | 53,017,003 | 6,870,287 | | Plus change in dividends accrued | 0 | 0 | 0 | | Compensation Actually Paid to PEO | 28,266,163 | 108,213,011 | 155,064,225 |

  38. Pay Versus Performance

    (2)For each of the years presented in the table, our non-principal executive officers who are NEOs (“non-PEO NEOs”) are Adam Quigley, Patraic Reagan, Pedro J. Lopez-Baldrich and Neil Shah with respect to fiscal year 2025, Patraic Reagan, Larry Flynn, Pedro J. Lopez-Baldrich and Neil Shah with respect to fiscal year 2024, and Larry Flynn, Pedro J. Lopez-Baldrich and Neil Shah with respect to fiscal year 2023.

  39. Pay Versus Performance

    | Compensation Actually Paid to Non-PEO NEOs | 2025 | 2024 | 2023 | | Average Summary Compensation Table Total | 2,316,590 | 6,496,724 | 14,102,125 | | Less, value of “Stock Awards” reported in Summary Compensation Table | (134,338) | (2,774,587) | (6,681,341) | | Less, change in pension value and Non-Qualified Deferred Compensation earnings | 0 | 0 | 0 | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | 122,083 | 2,072,275 | 11,978,997 | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | (330,075) | 3,592,196 | 0 | | Plus (less), year over year change in fair value of equity awards granted in prior years that vested in the year | 309,208 | 3,356,721 | 0 | | Plus change in dividends accrued | 0 | 0 | 0 | | Compensation Actually Paid to Non-PEO NEOs | 2,283,468 | 12,743,329 | 19,399,781 |

  40. Pay Versus Performance

    (3)Total Shareholder Return (“TSR”) is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end of each fiscal year shown and the beginning of the measurement period, and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is July 31, 2023. (4)The peer group used for this purpose is the following published industry index: S&P 500 Consumer Discretionary Sector Index. (5)Represents the amount of Net Income reflected in the Company’s audited financial statements for the applicable year. (6)Adjusted Net Income is a non-GAAP measure. See Annex A for a reconciliation of Adjusted Net Income to the most directly comparable GAAP financial measure. (7)Upon the U.S. listing, Mr. Barrocas received greater compensation than in typical years for his service as PEO because of compensation arrangements entered into in connection with the U.S. listing and in recognition of his status as CEO. Other NEOs also received greater compensation than in typical years for their service as NEOs because of compensation arrangements entered into in connection with the U.S. listing. Relationship Between Compensation Actually Paid and Cumulative Total Shareholder Return (“TSR”) as a Value of Initial Fixed $100 Investment Based on Total Shareholder Return (“TSR Per $100”) The following graph illustrates the relationship between Compensation Actually Paid for the PEO and average non-PEO NEO and the Total Shareholder Return of SharkNinja and the S&P 500 Consumer Discretionary Index for the fiscal years ended December 31, 2025, 2024, and 2023.

  41. Relationship Between Compensation Actually Paid and Net Income

    Relationship Between Compensation Actually Paid and Net Income The following graph illustrates the relationship between Compensation Actually Paid for the PEO and average non-PEO NEO and the Company’s Net Income for the fiscal years ended December 31, 2025, 2024, and 2023.

  42. Relationship Between Compensation Actually Paid and Adjusted Net Income

    Relationship Between Compensation Actually Paid and Adjusted Net Income The following graph illustrates the relationship between Compensation Actually Paid for the PEO and average non-PEO NEO and the Company’s Adjusted Net Income for the fiscal years ended December 31, 2025, 2024, and 2023.

  43. Pay Ratio

    Pay Ratio Pursuant to and in accordance with Item 402(u) of Regulation S-K, the following disclosure summarizes the relationship between the annual total compensation of the median employee from among the Company’s employees (other than the Company’s Chief Executive Officer) and the annual total compensation of the Company’s Chief Executive Officer, in each case, for fiscal year 2025: •The annual total compensation of the median employee (other than the Company’s Chief Executive Officer), calculated in accordance with Item 402(c) of Regulation S-K, was $94,076 for fiscal year 2025. •The annual total compensation of the Company’s Chief Executive Officer, calculated in accordance with Item 402(c) of Regulation S-K and as reported in the “—Summary Compensation Table” in this Proxy Statement, was $17,845,830 for fiscal year 2025. •The ratio of the annual total compensation of the Company’s Chief Executive Officer to the annual total compensation of the median employee (other than the Company’s Chief Executive Officer) was 190 to 1 for fiscal year 2025. In determining the information provided above, we used the following methodology and estimates: •As permitted by the SEC’s rules, the median employee who was used for purposes of our 2025 pay ratio disclosure was identified in the following manner: oWe compiled a list of all employees as of November 20, 2025, other than the Chief Executive Officer. oWe used base pay for all employees in 2025 as our consistently applied compensation measure, and annualized base salaries for permanent full-time and part-time employees who did not work the full year. oWe calculated the median compensated employee’s 2025 annual total compensation using the same methodology that is used to calculate our Chief Executive Officer’s annual total compensation in the Summary Compensation Table. It should be noted that the pay ratio disclosure rules of Item 402(u) of Regulation S-K provide companies with a great deal of flexibility in determining their pay ratio reporting methodologies and in estimating the ratio of the annual total compensation of the Chief Executive Officer to the median of the annual total compensation of all other employees. As such, our methodology may differ materially from the methodology used by other companies to prepare their pay ratio disclosures, which, among other factors such as differences in employee populations, geographic locations, business strategies, and compensation practices, may contribute to a lack of comparability between our pay ratio and the pay ratio reported by other companies, even those companies in a related industry or of a similar size and scope.

  44. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Each of our non-employee directors is eligible to receive an annual cash retainer of $152,000 and annual grant of RSUs having a grant date fair market value of $181,342. Additionally, our Lead Independent Director receives additional cash compensation of $45,000 for their service as Lead Independent Director. The Chair and each other member of our Audit Committee receives additional cash compensation of $30,000 and $15,000, respectively, for serving on our Audit Committee. The Chair and each other member of our Compensation Committee receives additional cash compensation of $25,000 and $15,000, respectively, for serving on our Compensation Committee. The Chair and each other member of our Nominating and Corporate Governance Committee receives additional cash compensation of $25,000 and $10,000, respectively, for serving on our Nominating and Corporate Governance Committee. Employee directors generally do not receive cash compensation for their service as directors. The following table summarizes the compensation of our non-employee directors for the year ended December 31, 2025. CJ Xuning Wang does not receive additional compensation for his service on the Board, and is not included in the below table. We also did not pay any compensation or make any equity or non-equity awards to Mr. Barrocas, our Chief Executive Officer, in his capacity as a director. Jason M. Wortendyke was appointed to the Board and the Compensation Committee on January 5, 2026, and receives compensation consistent with the Company’s other non-employee directors. More information about Mr. Wortendyke’s compensation is filed in a current report on Form 8-K filed with the SEC on January 7, 2026.

  45. DIRECTOR COMPENSATION

    | Name | Fees earned or paid in cash | Stock Awards(1) | Total | | Kathryn J. Barton | $202,000 | $189,318 | $391,318 | | Peter Feld | $244,500 | $189,318 | $433,818 | | Chi Kin Max Hui | $197,000 | $189,318 | $386,318 | | Dennis Paul | $197,000 | $189,318 | $386,318 | | Barney Tianhao Wang(2) | $40,000 | $189,318 | $229,318 | | Timothy R. Warner | $212,000 | $189,318 | $401,318 |

  46. DIRECTOR COMPENSATION

    (1)Represents the grant date fair value of RSUs granted for fiscal year 2025, as calculated in accordance with FASB ASC Topic 718 “Compensation—Stock Compensation”, the assumptions of which are set forth in our 2025 Annual Report. The number of shares issuable under each RSU award is calculated by dividing the intended grant value of $181,342 by the average closing price of an Ordinary Share of the Company over the preceding five (5) trading days ending on and including the grant date (rounded to the nearest whole number). As of December 31, 2025, outstanding equity awards consisted of 2,085 RSUs each for Ms. Barton, and Messrs. Feld, Hui, Paul, Wang, and Warner. (2)Barney Tianhao Wang is also an employee (but not an executive officer). His compensation for services as an employee during fiscal 2025 consisted of a base salary of $195,000, a cash bonus of $44,050, and RSU vesting of $3,582 in fair market value. He generally does not receive cash retainers for his services as a director, except that our Compensation Committee independently approved $40,000 in cash compensation for his director service for fiscal 2025.

  47. 40Register of Directors and Officers

    40Register of Directors and Officers 40.1The Company shall cause to be kept in one or more books at its office a Register of Directors and Officers in which there shall be entered the full names and addresses of the Directors and Officers and such other particulars as required by the Statute. The Company shall send to the Registrar of Companies in the Cayman Islands a copy of such register, and shall from time to time notify the said Registrar of any change that takes place in relation to such Directors and Officers as required by the Statute.