Navitas Semiconductor Corp

For the period ended Jun 25, 2026. Filed May 11, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 25, 2026 · Filed May 11, 2026

NVTS$8.61+9.5%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Under Rule 14a-12

NAVITAS SEMICONDUCTOR CORPORATION

(Name of Registrant as Specified In Its Charter)

Payment of filing fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Navitas Semiconductor Corporation 3520 Challenger Street Torrance, California 90503

Notice of Annual Meeting of Stockholders

and Proxy Statement

MEETING DATE:	Thursday, June 25, 2026
TIME:	8:00 a.m. Pacific Time
PLACE:	Held virtually at: www.virtualshareholdermeeting.com/NVTS2026
ITEMS OF BUSINESS:	1.	To elect three directors to serve as members of the board of directors until the 2027 annual meeting of stockholders and until their successors are elected and qualified if Proposal 2 is approved or until the 2029 annual meeting of stockholders and until their successors are elected and qualified if Proposal 2 is not approved.
	2.	To approve an amendment to the Navitas Semiconductor Corporation Second Amended and Restated Certificate of Incorporation to declassify the board of directors, as set forth in the form of Certificate of Amendment attached as Appendix A to the proxy statement and modify the terms of all elected directors, including the Class II directors elected at the annual meeting, to expire at the 2027 annual meeting of stockholders.
	3.	To vote on an advisory resolution to approve our executive compensation.
	4.	To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.
	5.	To attend to other business that may properly come before the meeting.
RECORD DATE:	April 28, 2026
HOW TO VOTE:	See page 2 of the accompanying proxy statement for information on how to vote your shares.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on Thursday, June 25, 2026:	This notice, the accompanying proxy statement and our Annual Report on Form 10-K for the Year Ended December 31, 2025, as amended by Amendment No. 1 thereto, are available at www.proxyvote.com.
IMPORTANT:	So that as large a proportion as possible of stockholders’ interests are represented at the meeting, please vote as soon as possible to ensure your shares are represented and save soliciting expense to the company.

By order of the Board of Directors, Richard J. Hendrix, Chair Matthew Sant, Secretary	May 11, 2026

TABLE OF CONTENTS
Notice of Annual Meeting of Stockholders and Proxy Statement
PROXY STATEMENT
MEETING AND VOTING INFORMATION
Proposals to be Presented at the Meeting	2
How to Vote	2
Your Proxy Can Be Revoked	3
Voting Rights of Stockholders	3
CORPORATE GOVERNANCE
Board Structure and Directors’ Terms of Office	6
Biographical Information for Directors	7
Director Independence	10
Code of Business Conduct and Ethics	10
Board Leadership Structure and Role in Risk Oversight	11
Restrictions on Hedging, Short Sales and Speculative Transactions	11
Insider Trading Policy	11
Policies Related to Granting Equity Awards in Proximity to Material Disclosures	11
Communications with Directors	12
Board Meetings and Committees	12

(i)

EXECUTIVE OFFICERS
Stockholder Recommendations for Director Nominees	14
Proposal 1 – Election of Directors	15
Proposal 2 – Board Declassification Amendment Proposal	16
EXECUTIVE AND DIRECTOR COMPENSATION
Compensation Policies and Practices	18
Summary Compensation Table for the Year Ended December 31, 2025	19
Compensation Arrangements with Named Executive Officers	20
Annual Incentive Bonus	21
Executive Severance Plan	21
Outstanding Equity Awards at Fiscal Year End for the Year Ended December 31, 2025	23
Long-Term Incentive Performance Awards to Executive Officers	23
Pay Versus Performance	25
Non-Employee Director Compensation for the Year Ended December 31, 2025	28
Equity Compensation Plan Information	29
Proposal 3 - Advisory Vote on Executive Compensation	30
BENEFICIAL OWNERSHIP BY DIRECTORS, OFFICERS AND PRINCIPAL STOCKHOLDERS	31
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	33
Related Persons Transaction Policy	36
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

(ii)

OTHER INFORMATION
Auditor Fees	37
Audit Committee Pre-Approval Policy and Procedures	37
Report of the Audit Committee	37
Proposal 4 - Ratification of Independent Registered Public Accounting Firm	39
Delinquent Section 16(a) Reports	40
Background on our Status as a Public Company	40
WHERE YOU CAN FIND ADDITIONAL INFORMATION	40
REQUIREMENTS FOR SUBMISSIONS FOR THE 2027 ANNUAL MEETING OF STOCKHOLDERS	41
DELIVERY OF PROXY MATERIALS TO STOCKHOLDERS SHARING AN ADDRESS	42
Appendix A – Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of Navitas Semiconductor Corporation	A-1
Appendix B – Form of Proxy Card	B-1

(iii)

Navitas Semiconductor Corporation 3520 Challenger Street Torrance, California 90503

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