Navitas Semiconductor Corp
For the period ended Dec 31, 2024. Filed May 29, 2025.
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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.
Dec 31, 2024 · Filed May 29, 2025
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DEF 14A 1 docdef14a2025annualmeeting.htm DEF 14A
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 Corporation3520 Challenger StreetTorrance, California 90503
Notice of Annual Stockholders’ Meeting
and Proxy Statement
| MEETING DATE: | Tuesday, July 8, 2025 | |||
|---|---|---|---|---|
| TIME: | 9:30 a.m. | |||
| PLACE: | Navitas Semiconductor Corporation3520 Challenger StreetTorrance, California 90503 | |||
| ITEMS OF BUSINESS: | 1. | To consider and act upon a proposal to elect to the board of directors three persons nominated by the board of directors to serve as Class I directors (see Proposal 1 at page 15 of the accompanying proxy statement). | ||
| 2. | To conduct an advisory vote on our executive compensation (see Proposal 2 at page 27 of the accompanying proxy statement). | |||
| 3. | To consider and act upon a proposal to ratify the appointment of KPMG LLP as the company’s independent registered public accounting firm for the year ending December 31, 2025 (see Proposal 3 at page 36 of the accompanying proxy statement). | |||
| 4. | To attend to other business that may properly come before the meeting. | |||
| RECORD DATE: | May 13, 2025 | |||
| 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 Stockholders’ Meeting to be Held on July 8, 2025: | This notice, the accompanying proxy statement and our 2024 Annual Report 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, ChairPaul D. Delva, Secretary | May 29, 2025 | |||
| CONTENTS | |
|---|---|
| Notice of Annual Stockholders’ Meeting and Proxy Statement | |
| PROXY STATEMENT | |
| MEETING AND VOTING INFORMATION | |
| Proposals to be Presented at the Meeting | 1 |
| How to Vote | 2 |
| Your Proxy Can Be Revoked | 2 |
| Voting Rights of Stockholders | 3 |
| CORPORATE GOVERNANCE | |
| Board Structure and Directors’ Terms of Office | 5 |
| Biographical Information for Directors | 6 |
| Director Independence | 8 |
| Code of Business Conduct and Ethics | 8 |
| Board Leadership Structure and Role in Risk Oversight | 9 |
| Restrictions on Hedging, Short Sales and Speculative Transactions | 9 |
| Insider Trading Policy | 9 |
| Policies Related to Granting Equity Awards in Proximity to Material Disclosures | 10 |
| Communications with Directors | 10 |
| Board Meetings and Committees | 10 |
| Oversight of Sustainability Initiatives | 13 |
| Board Diversity | 13 |
| Stockholder Recommendations for Director Nominees | 14 |
| Proposal 1 - Election of Class I Directors | 15 |
| EXECUTIVE OFFICERS | |
| Biographical Information | 16 |
| EXECUTIVE AND DIRECTOR COMPENSATION | |
| Compensation Policies and Practices | 16 |
| Summary Compensation Table | 17 |
| Employment Arrangements with Named Executive Officers | 17 |
| Annual Incentive Bonus | 18 |
| Executive Severance Plan | 18 |
| Outstanding Equity Awards at Fiscal Year End | 20 |
| Long-Term Incentive Performance Awards to Executive Officers | 20 |
| Pay Versus Performance | 22 |
| Non-Employee Director Compensation | 25 |
| Equity Compensation Plan Information | 26 |
| Proposal 2 - Advisory Vote on Executive Compensation (“Say-On-Pay”) | 27 |
| BENEFICIAL OWNERSHIP BY DIRECTORS, OFFICERS AND PRINCIPAL STOCKHOLDERS | 28 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 30 |
| Related Persons Transaction Policy | 33 |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | |
| Auditor Fees | 34 |
| Audit Committee Pre-Approval Policy and Procedures | 34 |
(i)
| Report of the Audit Committee | 34 |
|---|---|
| Proposal 3 - Ratification of Independent Registered Public Accounting Firm | 36 |
| OTHER INFORMATION | |
| Background on our Status as a Public Company | 37 |
| Our Reduced Disclosure Obligations as a Smaller Reporting Company | 37 |
| Requirements for Submissions for the 2026 Annual Stockholders’ Meeting | 37 |
| Delivery of Proxy Materials to Stockholders Sharing an Address | 38 |
| Additional Information - Form of Proxy Card for Registered Holders | A-1 |
(ii)
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.