Independent
Tenure on this board
6.6 yrs
3 nominees · 3 ballot items.
Elect three Class I directors; advisory (non-binding) approval of named executive officer compensation (“Say-on-Pay”); and ratification of Deloitte & Touche LLP as independent auditors for fiscal year 2026.
Elect the Board’s three nominees for Class I directors — Torsten G. Kreindl, Ganesh Moorthy, and Akira Takata — to serve until the 2029 annual meeting or until their successors are elected and qualified.
Non‑binding, advisory vote to approve the compensation of SiTime’s named executive officers as disclosed in the Proxy Statement.
This management proposal requests a non‑binding, advisory vote approving the company’s named executive officer compensation as described in the Proxy Statement (the ‘say‑on‑pay’). Management seeks shareholder endorsement to validate a compensation framework that emphasizes equity (approximately 91% of target 2025 compensation for NEOs in equity form), performance‑based long‑term incentive awards (including relative TSR PRSUs tied to the Philadelphia Semiconductor Index), and annual bonus programs tied primarily to GAAP revenue growth and individual objectives. The compensation and talent committee designed the program to align executive incentives with long‑term shareholder value, retention, and rigorous performance thresholds, and engaged an independent consultant and active stockholder outreach in its design. The Board frames the vote as advisory and commits to considering shareholder feedback in future compensation decisions; the Proxy Statement notes prior strong support for say‑on‑pay and ongoing engagement. Key governance context includes substantial equity weighting, multi‑year relative TSR performance vehicles, clawback provisions, stock ownership guidelines, and independent committee oversight. The committee’s recommendation to vote FOR is grounded in the view that pay is meaningfully at risk, tied to measurable company performance metrics, and benchmarked against a peer group; the recommendation also reflects the committee’s belief that the structure mitigates incentive misalignment and supports retention. While advisory and non‑binding, a vote against could prompt the compensation committee to reassess program design or increase stockholder engagement to address concerns. Overall, the proposal asks shareholders to endorse the Board’s current compensation philosophy and implementation as reasonably aligned with stockholder interests given SiTime’s growth objectives and executive retention needs.
Ratify the audit committee’s appointment of Deloitte & Touche LLP as SiTime’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 9.35% | 2,468,087 | $852M |
| 2 | BlackRock, Inc. | 6.57% | 1,733,749 | $599M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.27% | 1,391,565 | $481M |
| 4 | FMR LLC | 4.94% | 1,305,156 | $451M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.77% | 993,986 | $343M |
| 6 | STATE STREET CORP | 3.50% | 924,843 | $319M |
| 7 | BlackRock, Inc. | 2.88% | 760,390 | $263M |
| 8 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.50% | 658,662 | $227M |
| 9 | Whale Rock Capital Management LLC | 2.19% | 576,933 | $199M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.98% | 522,376 | $180M |
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