Item 5. Other Information
Item 5. Other Information.
Rule 10b5-1 Trading Plans
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) 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. Mr. 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.
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Name Refresh PSUs (#)
William (Bill) Brennan
President, Chief Executive Officer and Director
100,000
Dan Fleming
Chief Financial Officer
60,000
Yat Tung (Job) Lam
Chief Operating Officer
25,000
Chi Fung (Lawrence) Cheng
Chief Technology Officer
25,000
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: (i) for Mr. Brennan, a base salary increase from $500,000 to $650,000; (ii) for Mr. 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.
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Item 6. Exhibits.
Incorporated by Reference
Exhibit Number Exhibit Description Form File No. Exhibit No. Filing Date Provided Herewith
10.1 ** Executive Change in Control Severance Plan
X
10.2 ** Form of Notice of PSU Award a nd PSU Agreement under the 2021 Long-Term Incentive P lan
X
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
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)
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
*Filed herewith
**Furnished herewith
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SIGNATURES
Pursuant to the requirements 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: March 10, 2025
By: /s/ William Brennan
Name: William Brennan
Title: President and Chief Executive Officer
Date: March 10, 2025
By: /s/ Daniel Fleming
Name: Daniel Fleming
Title: Chief Financial Officer
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.