What changed in this filing

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Item 9A. Controls and Procedures

2026-02-06 compared with 2025-02-07 · 64 added, 77 removed, 248 unchanged (36% of the section changed)

50 unchanged sentences

Other Information.

Appointment of New Director

On February 3, 2025, the Board of Directors (the “Board”) of Power Integrations, Inc.

appointed Gregg Lowe to serve as a director beginning on February 15, 2025.

Lowe’s appointment was recommended to the Board by the Nominating and Governance Committee of the Board.

Lowe was the president and chief executive officer of Wolfspeed, Inc., the leader in silicon carbide solutions for high power applications, from September 2017 until November 2024.

Lowe previously served as president and chief executive officer of Freescale Semiconductor from June 2012 until its merger with NXP in 2015.

Lowe served as senior vice president and manager of the analog business for Texas Instruments where he helped to direct the acquisition of National Semiconductor.

During his 27 years at Texas Instruments, Mr.

Lowe served in a succession of roles including various leadership positions across field sales, automotive sales, marketing and integrated circuits where he oversaw a global team with design centers and customers across the globe.

Lowe currently serves on the boards of Silicon Laboratories, Inc., The Rock & Roll Hall of Fame Museum and North Carolina A&T University.

Lowe has a bachelor of science degree in electrical engineering from Rose-Hulman Institute of Technology in Terre Haute, Indiana and is a graduate from the Stanford Executive Program at Stanford University.

Upon commencement of services to the Board, and in consideration of services to us as a director, Mr.

Lowe will be granted an equity award in the form of restricted stock units of our common stock (the "Initial Grant") under the Power Integrations 2016 Incentive Award Plan (the “2016 Plan”) with an aggregate fair value of approximately $45,000.

The Initial Grant will vest on the date of our 2025 annual meeting of stockholders (currently scheduled for May 15, 2025), provided Mr.

Lowe is still serving as a director on that date.

Notwithstanding the foregoing, the Initial Grant would be deemed fully vested upon the occurrence of a "Change of Control," as such term is defined in the 2016 Plan.

Beginning on July 1, 2025, Mr.

Lowe will receive annual equity compensation pursuant to the Directors Equity Compensation Program consistent with our other non-employee directors, which is a grant of restricted stock units, under the 2016 Plan, with an aggregate value of $200,000, which would vest in full effective immediately prior to the commencement of our first annual meeting of stockholders in the year following the year of the grant date, provided that he is still providing services to the Company as a director and provided, further, that 100% of the shares subject to such equity award would be deemed fully vested upon the occurrence of a Change of Control.

As a non-employee director, Mr.

Lowe will also receive $11,250 per quarter for service on the Board, prorated for his start date of service until June 30, 2025.

Starting July 1, 2025, the amount will increase to $15,000 per quarter.

We intend to enter into an indemnity agreement with Mr.

Lowe that is in the form of indemnity agreements executed by other members of the Board.

Rule 10b5-1 Trading Plans

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Directors, Executive Officers and Corporate Governance.

The names of our executive officers and their ages, titles and biographies as of the date hereof are set forth under the caption “Information About our Executive Officers” in Part I, Item 1, above.

The following information is included in our Notice of Annual Meeting of Stockholders and Proxy Statement to be filed within 120 days after our fiscal year end of December 31, 2024, or the Proxy Statement, and is incorporated herein by reference:

● Information regarding our directors and any persons nominated to become a director is set forth under the caption “Proposal 1 Election of Directors.”

● Information regarding our audit committee and our designated “audit committee financial expert” is set forth under the captions “Information Regarding the Board and its Committees” and “Audit Committee” under “Proposal 1 Election of Directors” and “Report of the Audit Committee of the Board.”

● Information on our code of business conduct and ethics for directors, officers and employees is set forth under the caption “Code of Business Conduct and Ethics” under “Proposal 1 Election of Directors.”

● Information regarding Section 16(a) beneficial ownership reporting compliance, if any, will be set forth under the caption “Delinquent Section 16(a) Reports.”

● Information regarding procedures by which stockholders may recommend nominees to our board of directors is set forth under the caption “Nominating and Governance Committee” under “Proposal 1 Election of Directors.”

We have adopted an insider trading policy governing the purchase, sale and/or other dispositions of the Company’s securities by directors, officers and employees that is designed to promote compliance with insider trading laws, rules and regulations, as well as procedures designed to further the foregoing purposes.

A copy of our insider trading policy is filed as an exhibit to this Annual Report on Form 10-K.

In addition, from time to time, the Company may engage in transactions in Company securities.

It is the Company’s intent to comply with applicable laws and regulations relating to insider trading.

Information required by this item will be contained in our definitive proxy statement to be filed with the SEC on Schedule 14A within 120 days after December 31, 2025, and is incorporated herein by reference.

Executive Compensation.

Information regarding compensation of our named executive officers is set forth under the caption “Compensation of Executive Officers” in the Proxy Statement, which information is incorporated herein by reference.

Information regarding compensation of our directors is set forth under the caption “Compensation of Directors” in the Proxy Statement, which information is incorporated herein by reference.

Information relating to compensation policies and practices as they relate to risk management is set forth under the caption “Compensation Policies and Practices as They Relate to Risk Management” under “Proposal 1 Election of Directors” in the Proxy Statement, which information is incorporated herein by reference.

Information regarding compensation committee interlocks is set forth under the caption "Compensation Committee Interlocks and Insider Participation" in the Proxy Statement, which information is incorporated herein by reference.

The Compensation Committee Report is set forth under the caption “Compensation Committee Report” in the Proxy Statement, which report is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Information regarding security ownership of certain beneficial owners, directors and executive officers is set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement, which information is incorporated herein by reference.

Information regarding our equity compensation plans, including both stockholder approved plans and non-stockholder approved plans, is set forth under the caption “Equity Compensation Plan Information” in the Proxy Statement, which information is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence.

Information regarding certain relationships and related transactions is set forth under the caption “Certain Relationships and Related Transactions” in the Proxy Statement, which information is incorporated herein by reference.

Information regarding director independence is set forth under the caption “Proposal 1 - Election of Directors” in the Proxy Statement, which information is incorporated herein by reference.

Principal Accounting Fees and Services.

Information regarding principal auditor fees and services is set forth under “Principal Accountant Fees and Services” in the Proposal with the caption “Ratification of Selection of Independent Registered Public Accounting Firm” in the Proxy Statement, which information is incorporated herein by reference.

Exhibits and Financial Statement Schedules

5 unchanged sentences

Exhibit/Appendix

Restated Certificate of Incorporation

Amended Restated Certificate of Incorporation

Amended and Restated Bylaws

11 unchanged sentences

Forms of Stock Option Agreements to be used in Director Equity Compensation Program

Outside Director Cash Compensation Arrangements

Cash Compensation of Outside Directors

2007 Equity Incentive Plan, as amended and restated

79 unchanged sentences

Amended and Restated Executive Officer Benefits Agreement, dated as of May 1, 2014, between Power Integrations, Inc.

and Doug Bailey

Amended and Restated Executive Officer Benefits Agreement, dated as of May 1, 2014, between Power Integrations, Inc.

and Sandeep Nayyar

Amended and Restated Executive Officer Benefits Agreement, dated as of May 1, 2014, between Power Integrations, Inc.

and Mike Matthews

Amended and Restated Executive Officer Benefits Agreement, dated as of May 1, 2014, between Power Integrations, Inc.

and Radu Barsan

4 unchanged sentences

(formerly OKI Semiconductor Co., Ltd.), effective as of December 16, 2019

Exhibit Description

Incorporation by Reference

Exhibit/Appendix

Amendment Number Eleven to the Amended and Restated Wafer Supply Agreement, between Power Integrations International, Ltd.

1 unchanged sentence

(formerly OKI Semiconductor Co., Ltd.), effective as of December 20, 2019

Exhibit Description

Incorporation by Reference

Exhibit/Appendix

Amendment Number Twelve to the Amended and Restated Wafer Supply Agreement, between Power Integrations International, Ltd.

11 unchanged sentences

Amendment to the Amended and Restated Executive Officer Benefits Agreement, dated as of June 1, 2020, between Power Integrations, Inc.

and Douglas Bailey

Amendment to the Amended and Restated Executive Officer Benefits Agreement, dated as of June 1, 2020, between Power Integrations, Inc.

and Radu Barsan

Amendment to the Amended and Restated Executive Officer Benefits Agreement, dated as of June 1, 2020, between Power Integrations, Inc.

and Mike Matthews

Amendment to the Amended and Restated Executive Officer Benefits Agreement, dated as of June 1, 2020, between Power Integrations, Inc.

and Sandeep Nayyar

1 unchanged sentence

and Clifford Walker

Exhibit Description

Incorporation by Reference

Exhibit/Appendix

Executive Officer Benefits Agreement, dated as of February 1, 2021, between Power Integrations, Inc.

and Sunil Gupta

Executive Officer Benefits Agreement, dated as of June 14, 2021, between Power Integrations, Inc.

and Yang Chiah Yee

Executive Officer Benefits Agreement, dated as of August 1, 2022, between Power Integrations, Inc.

and Sunil Gupta

Executive Officer Benefits Agreement, dated as of August 1, 2022, between Power Integrations, Inc.

and Yang Chiah Yee

Amendment Number Ten to Wafer Supply Agreement, effective as of August 26, 2020 by Power Integrations International Ltd.

and Seiko Epson Corporation

Exhibit Description

Incorporation by Reference

Exhibit/Appendix

Amendment Number Eleven to Wafer Supply Agreement, effective as of September 16, 2022 by Power Integrations International Ltd.

7 unchanged sentences

and Seiko Epson Corporation

Amendment to the Amended and Restated Chief Executive Officer Benefits Agreement, dated as of January 28, 2025, between Power Integrations, Inc.

and Balu Balakrishnan

Amendment to the Amended and Restated Executive Officer Benefits Agreement, dated as of January 28, 2025, between Power Integrations, Inc.

and Sandeep Nayyar

Amendment to the Amended and Restated Executive Officer Benefits Agreement, dated as of January 28, 2025, between Power Integrations, Inc.

and Radu Barsan

Amendment to the Executive Officer Benefits Agreement, dated as of January 28, 2025, between Power Integrations, Inc.

and Sunil Gupta

Amendment to the Amended and Restated Executive Officer Benefits Agreement, dated as of January 28, 2025, between Power Integrations, Inc.

and Clifford Walker

Amendment Number Fourteen to the Amended and Restated Wafer Supply Agreement between Power Integrations Ltd.

Power Integrations International, Ltd.

And Lapis Semiconductor Co., Ltd.

(formerly OKI Semiconductor Co., Ltd.), effective as of September 16, 2024

Exhibit Description

1 unchanged sentence

Exhibit/Appendix

Amendment Number Thirteen to Wafer Supply Agreement, between Power Integrations International Ltd.

and Seiko Epson Corporation

Amendment Number Fifteen to the Amended and Restated Wafer Supply Agreement between Power Integrations Ltd.

Power Integrations International, Ltd.

And Lapis Semiconductor Co., Ltd.

(formerly OKI Semiconductor Co., Ltd.), effective as of June 23, 2025

Employment Agreement, dated as of July 11, 2025, between Power Integrations, Inc.

and Jennifer A.

Chief Executive Officer Benefits Agreement, dated as of July 21, 2025, between Power Integrations, Inc.

and Jennifer A.

Transition Agreement, dated as of July 11, 2025, between Power Integrations, Inc.

and Balu Balakrishnan

Consulting Agreement, dated as of July 11, 2025, between Power Integrations, Inc.

and Balu Balakrishnan

Employment Agreement, dated as of November 14, 2025, between Power Integrations, Inc.

and Nancy Erba

Executive Officer Benefits Agreement, dated as of November 15, 2025, between Power Integrations, Inc.

and Nancy Erba

Amended and Restated 2025 Inducement Award Plan

Form of Restricted Stock Unit Grant Notice and Agreement under the 2025 Inducement Award Plan

Form of Performance Stock Unit Grant Notice and Agreement under the 2025 Inducement Award Plan

Form of Long Term Performance Stock Unit Grant Notice and Agreement under the 2025 Inducement Award Plan

Exhibit Description

Incorporation by Reference

Exhibit/Appendix

Insider Trading Policy

22 unchanged sentences

The certifications attached as Exhibits 32.1 and 32.2 accompanying this Form 10-K, are not deemed filed with the SEC, and are not to be incorporated by reference into any filing of Power Integrations, Inc.

under the Securities Act of 1933, as amended, or the

Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-K, irrespective of any general incorporation language contained in such filing .

under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-K, irrespective of any general incorporation language contained in such filing .

Form 10-K Summary

2 unchanged sentences

February 6, 2026

/s/ SANDEEP NAYYAR

Sandeep Nayyar

Chief Financial Officer (Duly Authorized Officer, Principal Financial Officer and Chief Accounting Officer)

/s/ NANCY ERBA

Chief Financial Officer (Duly Authorized Principal Financial Officer and Principal Accounting Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Balu Balakrishnan and Sandeep Nayyar his or her true and lawful attorney-in-fact and agent, with full power of substitution and, for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments to this Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully 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 AND IN THE CAPACITIES INDICATED AS OF THE 7TH DAY OF FEBRUARY 2025.

/s/ BALU BALAKRISHNAN

Balu Balakrishnan

Chairman of the Board and

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jennifer Lloyd and Nancy Erba his or her true and lawful attorney-in-fact and agent, with full power of substitution and, for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments to this Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

/s/ JENNIFER LLOYD

Jennifer Lloyd

President, Chief Executive Officer

(Principal Executive Officer)

/s/ SANDEEP NAYYAR

Sandeep Nayyar

/s/ NANCY ERBA

Chief Financial Officer

2 unchanged sentences

Balakrishnan S.

Lead Independent Director

Director and Chairman of the Board

/s/ WENDY ARIENZO

Wendy Arienzo

/s/ BALU BALAKRISHNAN

Balu Balakrishnan

/s/ NICHOLAS E.

1 unchanged sentence

/s/ NANCY GIOIA

/s/ GREGG LOWE

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-K

Item 9A. Controls and Procedures