Power Integrations (POWI) Proxy filing summary

Executive summary

• Fiscal 2025 marked a leadership transition with a new CEO, Dr. Lloyd, and a renewed focus on operational discipline and growth, including a 6% revenue increase and 8% non-GAAP EPS growth over the prior year.

• $145 million was returned to stockholders via dividends and share repurchases, and a 2.4% dividend increase was approved for 2026.

• The company implemented a restructuring plan, reducing global workforce by 7% to align expenses with revenue and invest in growth areas.

• R&D investments are being prioritized for high-value programs, with improved alignment between engineering and commercial teams.

Voting matters and shareholder proposals

• Seven directors are nominated for election to serve until the 2027 annual meeting.

• Advisory vote on executive compensation (Say-on-Pay) is scheduled.

• Ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Proposal to amend the 2016 Incentive Award Plan to increase shares reserved for issuance.

• Stockholder proposal to require an independent Board Chairman, which the Board recommends voting against.

Board of directors and corporate governance

• Two directors are retiring; the Board will have seven members, with a majority being independent.

• The Board has Audit, Talent and Compensation, Nominating and Governance, and Cybersecurity Committees, all composed of independent directors.

• The Board separated the roles of CEO and Chairman in 2025, appointing an independent Chairman.

• Directors and CEO are subject to stock ownership guidelines to align interests with shareholders.