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Credo Technology Group Holding Ltd

For the period ended Aug 25, 2026. Filed Aug 25, 2026.

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About this filing

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.

Aug 25, 2026 · Filed Aug 25, 2026

CRDO$120.51+7.3%Stored close · as of Nov 6, 2026
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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.

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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

(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.

PEO 2026PEO 2025PEO 2024Non-PEOs 2026Non-PEOs 2025Non-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

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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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 May 2, 2026:

Plan Category · Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1) · Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights · Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
Equity compensation plans approved by shareholders
2021 Long-Term Incentive Plan8,401,555$63.1534,824,750
2021 Employee Stock Purchase Plan—$—7,471,202
2015 Stock Plan2,105,020$2.24—
Total10,506,57542,295,952

(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 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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$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.

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

(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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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.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.