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 May 3, 2025 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 May 3, 2025. The effectiveness of our internal control over financial reporting as of May 3, 2025 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 May 3, 2025 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
On March 19, 2025 , David Zinsner , a member of the board of directors of the Company, resigned from the board and terminated the Rule 10b5-1 Trading Plan Mr. Zinsner adopted on December 26, 2024.
103
On April 4, 2025 , Yat Tung (Job) Lam , Chief Operating Officer and a member of the board of directors of the Company terminated the Rule 10b5-1 Trading Plan Mr. Lam adopted on July 2, 2024.
On March 10, 2025, we reported in our Quarterly Report on Form 10-Q for the quarterly period ended February 1, 2025 that Mr. Brennan adopted a Rule 10b5-1 Trading Plan on January 10, 2025. However, such Rule 10b5-1 Trading Plan was not processed by the plan administrator and thus not actually entered into. On April 15, 2025 , William J. Brennan , our Chief Executive 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: (i) 144,128 of our ordinary shares held directly by Mr. Brennan may be sold between August 1, 2025 and June 30, 2026 and (ii) 500,000 of our ordinary shares held by The Brennan Family Trust, DTD 09/06/2002 may be sold between August 1, 2025 and June 30, 2026. The plan terminates on the earlier of: (i) June 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.
Special Value Creation and Retention Incentive for Key Leadership
On June 30, 2025, the Board approved a special performance-based equity award program for designated executive officers and other key employees of the Company, under which such recipients received grants of performance-based restricted stock units (PSUs) under the Company’s 2021 Long-Term Incentive Plan (the 2021 Plan) having the performance condition and vesting terms described below (the Special PSUs). The Special PSUs are intended to drive significant long-term shareholder value creation while providing retention incentives to the recipients to ensure leadership continuity through a key growth period for the Company.
The Special PSUs will be earned to the extent that the price per ordinary share of the Company (Ordinary Share) on each of the following measurement dates (measured based on the average closing prices per Ordinary Share over the immediately preceding 60 trading days) equals or exceeds $116 (the Stock Price Condition), as follows: (i) 25% of the Special PSUs will be earned if the Stock Price Condition is met on the first anniversary of the grant date, (ii) 50% of the Special PSUs will be earned if the Stock Price Condition is met on the second anniversary of the grant date (inclusive of any Special PSUs that were earned on the first measurement date), and (iii) 100% of the Special PSUs will be earned if the Stock Price Condition is met on the third anniversary of the grant date (inclusive of any Special PSUs that were earned on the first and second measurement dates). This stock price hurdle of $116 represents an approximate 100% increase from the 60-trading day average closing price per Ordinary Share of $58 leading up to the date of approval of the Special PSUs.
In the event of a change in control of the Company (as defined in the 2021 Plan), the performance condition will be achieved if the price per Ordinary Share offered to the Company’s shareholders in such change in control equals or exceeds $116 (not taking into account any 60-trading average described above), and, if such hurdle is met, then 100% of any then-remaining unearned Special PSUs will be earned.
Vesting of the Special PSUs is subject to the participant’s continued service with the Company through the applicable measurement date (or, if earlier, a change in control of the Company), except in the following circumstances. In the event of the recipient’s termination of service by the Company without “cause,” by the recipient for “good reason” or due to the recipient’s death or “disability” (each as defined in the award agreement governing the Special PSUs), the Special PSUs will remain eligible to be earned and vest based on the achievement of the performance condition on the next occurring measurement date (or, if earlier, a change in control of the Company) as described above; provided that if the termination of service is by the Company without cause or by the recipient for good reason, then the number of Special PSUs will be pro-rated based on the participant’s period of service with the Company from the grant date through the termination date. Any Ordinary Shares issued upon the vesting of the
104
Special PSUs will be subject to a holding period for one year from the applicable measurement date (or if earlier, until the closing of a change in control of the Company).
The following executive officers of the Company received a grant of Special PSUs with respect to the number of Ordinary Shares set forth in the table below.
Name
Special PSUs (#)
William (Bill) Brennan
President, Chief Executive Officer and Director
200,000
Dan Fleming
Chief Financial Officer
100,000
The description of the Special PSUs set forth above is qualified in its entirety by the terms of the award agreement governing the Special PSUs, a copy of which is filed as an exhibit to this Annual Report on Form 10-K, and incorporated herein by reference.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
105
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item is incorporated herein by reference to our 2025 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 2025 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 2025 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 2025 Proxy Statement.
Item 14. Principal Accounting Fees and Services
The information required by this item is incorporated herein by reference to our 2025 Proxy Statement.
106
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 Employee Stock Purchase Plan
10-K
001-41249
10.6 June 24, 2024
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 Incentive Compensation Plan
10-K
001-41249
10.8
June 24, 2024
10.9
Executive Change in Control Severance Plan
10-Q
001-41249
10.1
December 3, 2024
10.10
Form of Notice of PSU Award and PSU Agreement under the 2021 Long-Term Incentive Plan
10-Q
001-41249
10.2
March 10, 2025
107
10.11
Form of Notice of Special PSU Awar d and Special PSU Agreement under the 2021 Long-Term Incentive Plan
X
19.1
Insider 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
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
108
None.
109
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: July 1, 2025
By: /s/ William Brennan
Name: William Brennan
Title: President and Chief Executive Officer
Date: July 1, 2025
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) July 1, 2025
William Brennan
/s/ Daniel Fleming Chief Financial Officer
(principal financial and accounting officer) July 1, 2025
Daniel Fleming
/s/ Sylvia Acevedo Director July 1, 2025
Sylvia Acevedo
/s/ Chi Fung Cheng Chief Technology Officer and Director July 1, 2025
Chi Fung Cheng
/s/ Clyde Hosein
Director July 1, 2025
Clyde Hosein
/s/ Manpreet Khaira Director July 1, 2025
Manpreet Khaira
/s/ Yat Tung Lam Chief Operating Officer and Director July 1, 2025
Yat Tung Lam
110
/s/ Pantas Sutardja Director July 1, 2025
Pantas Sutardja
/s/ Lip-Bu Tan Director
July 1, 2025
Lip-Bu Tan
/s/ Fariba Danesh
Director July 1, 2025
Fariba Danesh
111