Everspin Technologies (MRAM) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 21, 2026, to be held virtually, with voting instructions provided for internet, phone, and mail participation.

• Four key proposals: election of seven directors, ratification of Ernst & Young LLP as auditor, advisory vote on executive compensation, and amendment to the 2016 Equity Incentive Plan to add 1,800,000 shares.

• Proxy materials are available online, and stockholders are encouraged to vote even if not attending.

Voting matters and shareholder proposals

• Seven nominees for director are up for election, each to serve until the next annual meeting.

• Proposal to ratify Ernst & Young LLP as independent auditor for fiscal year ending December 31, 2026.

• Advisory vote on executive compensation (say-on-pay) is included.

• Proposal to amend and restate the 2016 Equity Incentive Plan, increasing authorized shares by 1,800,000.

• Procedures and deadlines for shareholder proposals and director nominations for the 2027 meeting are detailed.

Board of directors and corporate governance

• Board consists of seven members, with a mix of industry, financial, and operational expertise.

• 29% of directors are women or racially/ethnically diverse.

• Majority of directors are independent per Nasdaq and SEC rules; CEO is not independent.

• Board committees include audit, compensation, and nominating/governance, each with defined responsibilities.

• Lead Independent Director role is separated from CEO; currently held by Tara Long.

• Non-employee director stock ownership guidelines require ownership of shares equal to two times the annual retainer by March 2029.