Power Integrations (POWI) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 15, 2025, with six key proposals for shareholder vote, including director elections, executive compensation, auditor ratification, governance changes, incentive plan amendments, and a shareholder proposal on board leadership structure.

• The board recommends voting for all management proposals and against the shareholder proposal to require an independent board chair.

• Shareholders of record as of March 17, 2025, are eligible to vote, with materials distributed primarily via internet to reduce environmental impact.

Voting matters and shareholder proposals

• Proposals include electing eight directors, advisory approval of executive compensation, ratification of Deloitte & Touche LLP as auditor, eliminating supermajority voting, amending the 2016 Incentive Award Plan, and a shareholder proposal for an independent board chair.

• The board supports all management proposals and opposes the shareholder proposal for an independent chair.

• Voting procedures allow for proxy, telephone, internet, or virtual attendance, with detailed instructions for both record and beneficial owners.

Board of directors and corporate governance

• Eight nominees, including one new appointee, are up for election; all but the CEO are independent under Nasdaq standards.

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

• The board leadership structure currently combines the CEO and Chairman roles, with a Lead Independent Director providing oversight.

• The board regularly reviews its leadership structure and maintains flexibility to separate or combine the CEO and Chair roles as needed.