Everspin Technologies (MRAM) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 22, 2025, to be held virtually, with voting on director elections, auditor ratification, and executive compensation approval.

• Proxy materials are available online, with instructions for virtual participation and voting provided to shareholders.

• Record date for voting is March 25, 2025, with 22,352,145 shares outstanding and entitled to vote.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven directors, ratifying Ernst & Young LLP as auditor for 2025, and an advisory say-on-pay vote for executive compensation.

• Proposals require a majority or plurality as specified; broker non-votes and abstentions are addressed per proposal.

• Shareholder proposals for the 2026 meeting must be submitted by December 8, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of seven members, with 29% women or racially/ethnically diverse individuals.

• Board leadership is separated between Chairman and CEO roles.

• Majority of directors are independent per Nasdaq and SEC rules; all committee members are independent.

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

• Directors are evaluated on experience, diversity, and performance; stockholder recommendations for nominees are accepted.