What changed in this filing

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Item 5. Other Information

2025-03-10 compared with 2024-12-03 · 41 added, 26 removed, 29 unchanged (70% of the section changed)

1 unchanged sentence

Rule 10b5-1 Trading Plans

On September 6, 2024 , Chi Fung (Lawrence) Cheng , our Chief Technology Officer and a member of our board of directors, adopted a Rule 10b5-1 Trading Plan ("the Plan"), intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act, pursuant to which a maximum amount of 2,000,000 of our ordinary shares held by the Cheng Huang Family Trust U/T/A DTD 12/22/2003 may be sold between January 2, 2025 and December 31, 2025.

On December 26, 2024 , David Zinsner , a member of our board of directors , adopted a Rule 10b5-1 Trading Plan , intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act, pursuant to which a maximum amount of 50,000 of our ordinary shares held directly by Mr.

Zinsner may be sold between April 26, 2025 and September 11, 2025.

The plan terminates on the earlier of:

(i) December 31, 2025 , (ii) the first date on which all trades set forth in the Plan have been executed or (iii) such date as the Plan is otherwise terminated according to its terms.

Cheng and his spouse are co-trustees and hold shared voting and dispositive power over the shares held by the Cheng Huang Family Trust U/T/A DTD 12/22/2003.

Adoption of Executive Change in Control Severance Plan

Effective on December 3, 2024, the Compensation Committee of the Board of Directors of the Company (the “Committee”) approved the adoption of an Executive Change in Control Severance Plan (the “CIC Severance Plan”) under which the Company’s executive officers (including its named executive officers) and certain additional key employees designated by the Committee (collectively, the “Participants”) will be eligible to receive severance payments and benefits in the event of a qualifying termination of their employment in connection with a change in control of the Company.

Under the CIC Severance Plan, in the event of a termination of a Participant’s employment by the Company for any reason other than “cause”, death or “disability”, or by the Participant with “good reason” (each as defined in the CIC Severance Plan), in each case during the period beginning three months prior to and ending 12 months following a “change in control” (as defined in the CIC Severance Plan), the Participant will be eligible to receive the following severance payments and benefits:

(i) a lump sum cash severance payment in an amount equal to (x) the Participant’s severance multiplier designated in their individual participation agreement multiplied by (y) the sum of the Participant’s then-current (A) base salary plus (B) target annual bonus;

(ii) accelerated vesting of all equity awards that are outstanding and unvested as of the termination date (with any awards subject to performance-based vesting conditions deemed achieved at target levels);

(iii) if the Participant timely elects healthcare continuation coverage under COBRA, a lump sum payment in an amount equal to (x) the Participant’s COBRA period designated in their individual participation agreement multiplied by (y) the monthly Company cost of the Participant’s COBRA premiums;

and (iv) payment of any earned but unpaid bonus in respect of the most recent bonus performance period ending prior to the termination date.

The severance multipliers and COBRA periods for the Company’s current named executive officers eligible to participate in the CIC Severance Plan are as follows:

(i) Bill Brennan:

1.5 times, 18 months;

(ii) Daniel Fleming:

1.0 times, 12 months;

(iii) Yat Tung (Job) Lam:

1.0 times, 12 months;

(iv) Chi Fung (Lawrence) Cheng:

1.0 times, 12 months;

and (v) James Laufman:

1.0 times, 12 months.

The severance payments and benefits described above under the CIC Severance Plan are subject to the Participant’s execution and non-revocation of a general waiver and release of claims and continued compliance with the terms of any applicable restrictive covenant obligations to the Company and its subsidiaries and affiliates.

The foregoing description of the CIC Severance Plan does not purport to be complete and is subject to, and qualified in its entirety by, the full text of such plan attached as Exhibit 10.1 to this Quarterly Report on Form 10-Q.

(i) September 11, 2025 , (ii) the first date on which all trades set forth in the plan have been executed or (iii) such date as the plan is otherwise terminated according to its terms.

On January 10, 2025 , William J.

Brennan , our Chief Executive Officer and a member of our board of directors, adopted a Rule 10b5-1 Trading Plan , intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act, pursuant to which a maximum amount of:

(i) 200,000 of our ordinary shares held directly by Mr.

Brennan may be sold between May 1, 2025 and April 30, 2026 and (ii) 500,000 of our ordinary shares held by The Brennan Family Trust, DTD 09/06/2002 may be sold between May 1, 2025 and April 30, 2026.

The plan terminates on the earlier of:

(i) April 30, 2026 , (ii) the first date on which all trades set forth in the plan have been executed or (iii) such date as the plan is otherwise terminated according to its terms.

Brennan is a joint trustee with shared voting and investment power over the shares held by The Brennan Family Trust, DTD 09/06/2002.

Annual PSU Refresh Grants

On March 7, 2025, the Compensation Committee approved annual refresh grants to the Company’s certain current named executive officers in the form of PSUs under the Plan (the Refresh PSUs), reflecting the implementation of a change to the award mix under the Company’s long-term equity incentive compensation program, which was previously granted entirely in the form of time-based restricted stock units.

The Compensation Committee believes that the incorporation of a performance component into the Company’s executive compensation program will strengthen the Company’s commitment to its pay for performance philosophy and more closely align executive compensation with shareholder value creation.

The Refresh PSUs will be eligible to become earned between 0% and 200% of target levels based on the Company’s achievement of specified revenue goals for the fiscal year ending May 2, 2026.

At the end of such fiscal year, the Compensation Committee will measure the achievement of such goals and determine the number of Refresh PSUs that have become earned based on performance (the Achievement PSUs).

The Achievement PSUs will then be subject to a service-based vesting requirement over an additional three-year period, with 25% on the number of Achievement PSUs vesting on each of June 10, 2026, June 10, 2027, June 10, 2028 and June 10, 2029.

In the event of a termination of service due to an executive’s death or disability, any unvested PSUs will vest in full as of the date of termination with respect to the number of Achievement PSUs (or target PSUs, if the number of Achievement PSUs has not yet been determined).

For 2025, 100% of the current named executive officers’ annual refresh equity grant was made in the form of Refresh PSUs with respect to the target number of Ordinary Shares set forth in the table below.

The closing price per Ordinary Share on the grant date was $43.70.

Name Refresh PSUs (#)

William (Bill) Brennan

President, Chief Executive Officer and Director

Chief Financial Officer

Yat Tung (Job) Lam

Chief Operating Officer

Chi Fung (Lawrence) Cheng

Chief Technology Officer

The description of the Refresh PSUs set forth above is qualified in its entirety by the terms of the award agreement governing the Refresh PSUs, a copy of which is filed as an exhibit to this Quarterly Report on Form 10-Q for the quarter ended February 1, 2025, and incorporated herein by reference.

Changes to 2025 Cash Compensation

The Compensation Committee also undertook a review of the cash compensation levels of its current named executive officers, including a review of peer company compensation levels, and determined that the following adjustments to base salaries were appropriate:

Brennan, a base salary increase from $500,000 to $650,000;

Fleming, a base salary increase from $400,000 to $430,000;

(iii) for Mr.

Lam, a base salary increase from $330,750 to $400,000;

and (iv) for Mr.

Cheng, a base salary increase from $385,875 to $400,000.

Each of these increases is effective as of January 1, 2025.

Incorporated by Reference

1 unchanged sentence

Filing Date Provided Herewith

10.1 ** Execu tive C h ange in Control Severance Plan

10.1 ** Executive Change in Control Severance Plan

10.2 ** Form of Notice of PSU Award a nd PSU Agreement under the 2021 Long-Term Incentive P lan

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

15 unchanged sentences

CREDO TECHNOLOGY GROUP HOLDING LTD

December 3, 2024

March 10, 2025

/s/ William Brennan

1 unchanged sentence

President and Chief Executive Officer

December 3, 2024

March 10, 2025

/s/ Daniel Fleming

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information