Power Integrations (POWI) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 15, 2025, with six key proposals up 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 chairman.

• Shareholders of record as of March 17, 2025, are eligible to vote, with detailed instructions provided for virtual participation and proxy voting.

Voting matters and shareholder proposals

• Proposal 1: Elect eight directors to serve until the 2026 annual meeting.

• Proposal 2: Advisory vote to approve named executive officer compensation.

• Proposal 3: Ratify Deloitte & Touche LLP as independent auditor for 2025.

• Proposal 4: Amend certificate of incorporation to eliminate supermajority voting requirements, moving to a simple majority standard.

• Proposal 5: Amend the 2016 Incentive Award Plan to increase the maximum annual compensation for non-employee directors from $300,000 to $750,000.

• Proposal 6: Shareholder proposal to require an independent board chairman; board recommends voting against.

Board of directors and corporate governance

• The board consists of eight members, with a mix of industry, technical, and financial expertise; all but the CEO are independent.

• Board committees (Audit, Compensation, Nominating and Governance) are composed solely of independent directors.

• The current structure combines the roles of CEO and Chairman, with a Lead Independent Director providing additional oversight.

• The board regularly reviews its leadership structure and believes flexibility is important for effective governance.