Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), as appropriate, to allow for timely decisions regarding required disclosure.
Based on their evaluation as of the end of the period covered by this Annual Report on Form 10-K, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Management’s Annual Report on Internal Control over Financial Reporting; Attestation Report of the Registered Public Accounting Firm.
Our management is responsible for establishing and maintaining adequate “internal control over financial reporting,” as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act. Our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of April 27, 2024 based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on the results of its evaluation, management concluded that our internal control over financial reporting was effective as of April 27, 2024. The effectiveness of our internal control over financial reporting as of April 27, 2024 has been audited by Ernst & Young LLP, independent registered public accounting firm, as stated in its report which is included in Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
No changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended April 27, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls, will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Credo have been detected .
Item 9B. Other Information
10b5-1 Plans
105
During our last fiscal quarter, no director or officer, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408.
Executive Incentive Compensation Plan
On June 21, 2024, the Compensation Committee of the Board (Compensation Committee) approved the Company’s Executive Incentive Compensation Plan (the Bonus Plan).
The Bonus Plan allows the Company to provide incentive awards to employees of the Company or any of its parents, subsidiaries, or other affiliates selected by the administrator of the Bonus Plan, including the Company’s named executive officers. Pursuant to the Bonus Plan, its administrator in its sole discretion may establish a target award for each participant as well as a bonus pool, with any actual awards payable from such bonus pool. The Bonus Plan administrator also may establish any performance goals that will apply to any awards under the Bonus Plan. Any such performance goals may include, but are not limited to, the goals listed in the Bonus Plan. The performance goals may differ from participant to participant and from award to award.
The Bonus Plan will be administered by the Board or a committee appointed by the Board. Unless and until determined otherwise by the Board, the Compensation Committee will administer the Bonus Plan. The administrator of the Bonus Plan may delegate its authority and powers under the Bonus Plan to one or more directors and/or officers of the Company, which delegation may be revoked at any time. The administrator of the Bonus Plan, at any time before payment of the actual award, may increase, reduce, or eliminate a participant’s actual award, and/or increase, reduce, or eliminate the amount allocated to a bonus pool, based on such factors as it deems relevant. The administrator of the Bonus Plan, at any time before payment of an actual award, may add, remove or modify any applicable performance goals. Actual awards generally will be paid in cash in a single lump sum, provided that the Bonus Plan administrator has discretion to settle an actual award with the grant of an equity award (pursuant to the Company’s applicable equity plan as may be in effect from time to time). To earn an actual award, a participant must be employed through the date the actual award is paid unless otherwise determined by the Bonus Plan administrator. Payment of an actual award generally will be made as soon as practicable after the end of the applicable performance period and after the actual award is approved by the Bonus Plan administrator.
The Bonus Plan administrator has the authority to modify, amend, suspend, or terminate the Bonus Plan, or any part of the Bonus Plan, at any time, provided that such action does not materially impair or materially alter any rights or obligations of any actual award earned by a participant absent such participant’s consent. The Bonus Plan will remain in effect until terminated in accordance with its terms.
The foregoing summary of the Bonus Plan is qualified in its entirety by reference to the full text of the Bonus Plan which is attached hereto as Exhibit 10.8 and is incorporated by reference herein.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item is incorporated herein by reference to our 2024 Proxy Statement, which will be filed within 120 days after the end of the fiscal year to which the Annual Report on Form 10-K relates.
Item 11. Executive Compensation
The information required by this item is incorporated herein by reference to our 2024 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
The information required by this item is incorporated herein by reference to our 2024 Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated herein by reference to our 2024 Proxy Statement.
Item 14. Principal Accounting Fees and Services
The information required by this item is incorporated herein by reference to our 2024 Proxy Statement.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this Annual Report on Form 10-K:
1. Financial Statements:
The financial statements required by this item are listed under Part II, Item 8, “Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.
2. Financial Statement Schedules:
All financial statement schedules have been omitted because they are not applicable or required, or the information required to be set forth therein is included in our consolidated financial statements or the notes thereto.
3. Exhibits:
The following is a list of exhibits filed as part of this Annual Report on Form 10-K.
EXHIBIT INDEX
Incorporated by Reference
Exhibit Number Description Form File Number Exhibit Filing Date Filed Herewith
3.1
Amended and Restated Memorandum and Articles of Association
8-K 001-41249 3.1 February 1, 2022
4.1 Fifth Amended and Restated Members Agreement, dated May 6, 2021
S-1 333-261982 4.1 January 3, 2022
4.2 Description of Share Capital
10-K 001-41249 4.2 June 8, 2022
10.1†
Form of Indemnification Agreement entered into with each of the Registrant’s officers and directors
S-1 333-261982 10.1 January 3, 2022
10.2†
2021 Long-Term Incentive Plan
S-8 333-262358 99.1 January 27, 2022
10.3†
Form of Notice of Stock Option Award and Stock Option Agreement under the 2021 Long-Term Incentive Plan
S-1 333-261982 10.13 January 3, 2022
10.4†
Form of Notice of RSU Award and RSU Agreement under the 2021 Long-Term Incentive Plan (Employees)
S-1 333-261982 10.14 January 3, 2022
10.5† Form of Notice of RSU Award and RSU Agreement under the 2021 Long-Term Incentive Plan (Directors)
S-1 333-261982 10.15 January 3, 2022
10.6 Amended and Restated E mployee Stock Purchase Plan
X
10.7# Warrant, dated December 28, 2021, issued to Amazon.com NV Investment Holdings LLC
S-1/A 333-261982 10.17 January 18, 2022
10.8
Executive Inc entive Compensation Plan
X
19.1
I n sider Trading Policy
X
21.1
Subsidiaries of the Registrant
X
23.1
Consent of Independent Registered Public Accounting Firm
X
24.1
Power of Attorney (included on signature page)
X
108
31.1 Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
31.2 Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
32.1* Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
32.2* Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
97.1 Compensation Recoupment Policy
X
101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document) X
101.SCH Inline XBRL Taxonomy Extension Schema Document X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X
104 Cover Page Interactive Data File (embedded within the Inline XBRL document) X
_______________
† Indicates management contract or compensatory plan.
# Portions of this exhibit (indicated by asterisks) have been redacted in compliance with Regulation S-K Item 601(b)(10)(iv) .
* In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CREDO TECHNOLOGY GROUP HOLDING LTD
Date: June 24, 2024
By: /s/ William Brennan
Name: William Brennan
Title: President and Chief Executive Officer
Date: June 24, 2024
By: /s/ Daniel Fleming
Name: Daniel Fleming
Title: Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William Brennan and Daniel Fleming, and each of them individually, as his or her attorney-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant in the capacities and on the dates indicated.
Signature Title Date
/s/ William Brennan President, Chief Executive Officer and Director
(principal executive officer) June 24, 2024
William Brennan
/s/ Daniel Fleming Chief Financial Officer
(principal financial and accounting officer) June 24, 2024
Daniel Fleming
/s/ Sylvia Acevedo Director June 24, 2024
Sylvia Acevedo
/s/ Chi Fung Cheng Chief Technology Officer and Director June 24, 2024
Chi Fung Cheng
/s/ Clyde Hosein
Director June 24, 2024
Clyde Hosein
/s/ Manpreet Khaira Director June 24, 2024
Manpreet Khaira
/s/ Yat Tung Lam Chief Operating Officer and Director June 24, 2024
Yat Tung Lam
110
/s/ Pantas Sutardja Director June 24, 2024
Pantas Sutardja
/s/ Lip-Bu Tan Chairman June 24, 2024
Lip-Bu Tan
/s/ David Zinsner Director June 24, 2024
David Zinsner
111