Navitas Semiconductor (NVTS) Proxy Filing summary

Executive summary

• Annual meeting scheduled for July 8, 2025, to elect three Class I directors, hold an advisory vote on executive compensation, and ratify KPMG LLP as the independent auditor for 2025.

• Proxy materials are distributed primarily online to conserve resources and reduce costs.

• All holders of common stock as of May 13, 2025, are entitled to vote, with one vote per share.

• Proxies may be voted online, by phone, by mail, or in person; beneficial owners must follow broker instructions.

Voting matters and shareholder proposals

• Proposal 1: Election of Gene Sheridan, Ranbir Singh, and Cristiano Amoruso as Class I directors for terms expiring at the 2028 annual meeting.

• Proposal 2: Advisory vote on executive compensation (Say-on-Pay), with annual frequency supported by prior shareholder vote.

• Proposal 3: Ratification of KPMG LLP as independent registered public accounting firm for 2025.

• Board recommends voting in favor of all proposals.

Board of directors and corporate governance

• Board consists of eight members, five of whom are independent under SEC and Nasdaq rules.

• Board is divided into three classes with staggered three-year terms.

• Recent changes include the appointment of Richard J. Hendrix as chair and Cristiano Amoruso as a new Class I director.

• Committees include audit, compensation, governance and sustainability, and executive steering committees.

• Board diversity is considered broadly, though no formal diversity policy is adopted.

• Code of business conduct and ethics applies to all directors, officers, and employees.