Credo Technology Group Holding Ltd

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,

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for each of fiscal 2024, 2023 and 2022. 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.

(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 2024, Daniel Fleming, Yat Tung (Job) Lam, Chi Fung (Lawrence) Cheng, Katherine Schuelke, and Adam Thorngate-Gottlund (former General Counsel and Secretary); (ii) in fiscal 2023, Daniel Fleming, Yat Tung (Job) Lam, Chi Fung (Lawrence) Cheng, and Adam Thorngate-Gottlund; and (iii) in fiscal 2022, Daniel Fleming and Yat Tung (Job) Lam.

(2)Compensation “actually paid” for the PEO and average compensation “actually paid” for our non-PEOs in fiscal 2024, fiscal 2023 and fiscal 2022 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 2024, see Executive Compensation, CD&A section.

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 April 27, 2024, April 29, 2023 and April 30, 2022, 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 April 27, 2024, April 29, 2023 and April 30, 2022.

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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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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.

Equity Compensation Plan Information

The following table summarizes our equity compensation plan information as of April 27, 2024:

(1)Includes ordinary shares issuable under the applicable plan upon the exercise of outstanding share options and/or the settlement of outstanding RSUs, as applicable.

(2)Represents the weighted-average exercise price of outstanding share options and does not take into account outstanding RSUs.

DIRECTOR COMPENSATION

The NCG committee, which is composed solely of independent directors, has the primary responsibility for reviewing and making changes to our non-employee director compensation. In the second half of fiscal year 2024, the NCG committee, with the support of Compensia, reviewed the amount of compensation paid to our non-employee directors in connection with their service on the Board and its committees. As part of this review, Compensia presented data regarding non-employee director compensation at companies comprising the same peer group used by the Compensation Committee in connection with its review of executive compensation. As a result of this review, the NCG committee approved increases in certain of the fees paid for service on the board and certain committee roles effective at the beginning of calendar year 2024.

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For calendar year 2023, non-employee director fees were: (1) $40,000 annual retainer for board service; $20,000 annual retainer for service as chair of the audit committee; (2) $10,000 annual retainer for service as chair of the compensation committee; (3) $10,000 annual retainer for service as chair of the nominating and corporate governance committee; (4) $10,000 annual retainer for service as a member of the audit committee; (5) $5,000 annual retainer for service as a member of the compensation committee, and (6) $5,000 annual retainer for service as a member of the nominating and corporate governance committee. For calendar year 2024, the following changes in non-employee director fees were made: (1) the annual retainer for board service was increased to $50,000; (2) an annual retainer of $50,000 was paid to the non-executive chair; (3) the annual retainer for the compensation committee chair was increased to $15,000; and (4) the annual retainer for service as a member of the compensation committee was increased to $7,500. Director fees are paid quarterly in arrears.

On December 20, 2023, the NCG Committee approved two grants of RSUs to each of the non-employee directors then serving with a value of $175,000 each, which was divided by $18.26 the closing share price on December 11, 2023. The RSUs 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 2024 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. The first RSU grant was made as compensation for the directors’ service during fiscal 2023, since no other grants were made to non-employee directors after our initial public offering. The second RSU grant was made as compensation for fiscal 2024.

The following table reflects certain information with respect to the compensation of all non-employee directors of the Company for the fiscal year ended April 27, 2024.

(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 2024 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 2024, as calculated in accordance with Topic 718. As of the end of fiscal 2024, non-employee directors held outstanding restricted stock units as follows: (i) Pantas Sutardja — 34,166; (ii) Lip-Bu Tan — 34,166; (iii) David Zinsner — 34,166; (iv) Manpreet Khaira — 34,166; (v) Sylvia Acevedo — 34,166; and (vi) Clyde Hosein — 16,353. In addition, Mr. Zinsner held 100,000 stock options outstanding as of the end of fiscal 2024. No other non-employee directors held outstanding stock options as of such date.

(3) Upon election to our board on April 3, 2024, Mr. Hosein received an initial award of RSUs with a target value of $350,000. The number of RSUs subject to the grant was calculated by dividing $350,000 by the trailing 30-day average share price from the date of grant. This initial grant will vest in equal annual installments over three years beginning on the one-year anniversary of his appointment to the board.