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Navitas Semiconductor Corp

For the period ended Apr 26, 2024. Filed Apr 26, 2024.

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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.

Apr 26, 2024 · Filed Apr 26, 2024

NVTS$8.61+9.5%Stored close · as of Nov 6, 2026
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DEF 14A 1 a2024annualmeetingproxysta.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)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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

April 26, 2024

Fellow Navitas stockholder:

You are cordially invited to attend our 2024 annual stockholders’ meeting on June 7, 2024, at 9:30 a.m., Pacific Time, at our headquarters at 3520 Challenger Street, Torrance, California 90503. The matters to be acted upon at the meeting are described in the attached Notice of Annual Stockholders’ Meeting and Proxy Statement.

All Navitas stockholders of record at the close of business on April 15, 2024, the record date, are entitled to attend and vote at the annual meeting. If you were a beneficial holder as of the record date (i.e., if your shares are held in “street name” through a broker, bank or other intermediary), you are also invited to attend the meeting, but in order to vote at the meeting you must obtain a legal proxy from the holder of record, as described further in the accompanying proxy statement.

Your vote on the business to be considered at the meeting is important, regardless of the number of shares you own. Whether or not you plan to attend the meeting, please submit your proxy or voting instructions as soon as possible using one of the voting methods described in the proxy statement, so that your shares will be represented at the meeting. Submitting your proxy or voting instructions by any of these methods will not affect your right to attend the meeting and, for stockholders of record, to vote your shares at the meeting if you wish to do so.

Sincerely yours,

Gene Sheridan

Chair of the Board, President and CEO

CONTENTS
Notice of Annual Stockholders’ Meeting and Proxy Statement
PROXY STATEMENT
MEETING AND VOTING INFORMATION
Proposals to be Presented at the Meeting1
How to Vote2
Your Proxy Can Be Revoked2
Voting Rights of Stockholders3
CORPORATE GOVERNANCE
Board Structure and Directors’ Terms of Office5
Biographical Information for Directors6
Director Independence8
Code of Business Conduct and Ethics8
Board Leadership Structure and Role in Risk Oversight8
Restrictions on Hedging, Short Sales and Speculative Transactions9
Insider Trading Policy9
Policies Related to Granting Equity Awards in Proximity to Material Disclosures9
Communications with Directors10
Board Meetings and Committees10
Oversight of Sustainability Initiatives12
Board Diversity13
Stockholder Recommendations for Director Nominees13
Proposal 1 - Election of Class III Directors14
EXECUTIVE OFFICERS
Biographical Information15
EXECUTIVE AND DIRECTOR COMPENSATION
2023 Summary and Highlights16
Summary Compensation Table17
Employment Arrangements with Named Executive Officers17
Annual Incentive Bonus18
Executive Severance Plan18
Outstanding Equity Awards at Fiscal Year End20
Long-Term Incentive Performance Awards to Executive Officers21
Pay Versus Performance23
Director Compensation25
Equity Compensation Plan Information26
Proposal 2 - Advisory Vote on Executive Compensation (“Say-On-Pay”)27
Proposal 3 - Advisory Vote on Frequency of Future Say-On-Pay Votes (“Say-When-On-Pay”)28
BENEFICIAL OWNERSHIP BY DIRECTORS, OFFICERS AND PRINCIPAL STOCKHOLDERS29
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS31
Related Persons Transaction Policy36
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Auditor Fees37

(i)

Change of Auditors37
Audit Committee Pre-Approval Policy and Procedures38
Report of the Audit Committee38
Proposal 4 - Ratification of Independent Registered Public Accounting Firm39
OTHER INFORMATION
Background on our Status as a Public Company40
Transition from Smaller Reporting Company to Large Accelerated Filer40
Delinquent Section 16(a) Reports41
Requirements for Submissions for the 2025 Annual Stockholders’ Meeting Stockholders41
Delivery of Proxy Materials to Stockholders Sharing an Address42
Additional Information - Form of Proxy Card for Registered HoldersA-1

(ii)

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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.