Independent
Tenure on this board
0.9 yrs
Also a director at
New Fortress Energy Inc (NFE)
7 nominees · 4 ballot items.
Wolfspeed stockholders will vote on the election of seven directors, approval of the 2026 Employee Stock Purchase Plan, an advisory vote on executive compensation, and ratification of PricewaterhouseCoopers LLP as independent auditors for fiscal 2027.
Elect Anthony M. Abate, Michael W. Bokan, Robert A. Feurle, Hong Q. Hou, Mark E. Jensen, Andreas W. Mattes, and Paul V. Walsh, Jr. to the Board of Directors.
Approve the 2026 Employee Stock Purchase Plan, which would allow eligible employees to purchase Wolfspeed common stock through payroll deductions at a price equal to 85% of the lower of the stock’s fair market value on the first day of the participation period or purchase date, and authorize issuance of up to 1,700,000 shares.
The proposal asks stockholders to approve Wolfspeed’s 2026 Employee Stock Purchase Plan, adopted by the Board on August 25, 2026 subject to stockholder approval. The plan would authorize up to 1.7 million shares for issuance to eligible employees of the Company and designated subsidiaries. Participants would generally purchase shares through payroll deductions at 85% of the lower of the stock’s fair market value on the enrollment date or purchase date, plus applicable taxes. Payroll deductions could not exceed 15% of compensation, and the plan includes statutory limitations on employee ownership and annual purchase accruals. The Company states that the ESPP is intended to improve recruitment and retention, increase employee incentives, and align employee interests with stockholders through greater employee ownership. Participation would be optional, so the number of shares ultimately issued cannot be determined in advance. The plan would be administered by the Compensation Committee, which could establish participation periods, purchase dates, administrative rules, and certain foreign-jurisdiction subplans. The plan is intended to qualify under Sections 421 and 423 of the Internal Revenue Code for U.S. participants, although non-Section 423(b) components may apply outside the United States. The Board recommends voting FOR because it considers the ESPP important to Wolfspeed’s future success and employee-alignment objectives.
Approve, on an advisory and nonbinding basis, the compensation of Wolfspeed’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis, compensation tables, and related narrative disclosure.
The proposal asks stockholders to approve, on an advisory and nonbinding basis, the compensation paid to Wolfspeed’s named executive officers. The resolution covers the Compensation Discussion and Analysis, compensation tables, and related narrative disclosure in the proxy statement. Management argues that the program is designed to attract and retain executives in a competitive semiconductor and technology labor market. It also emphasizes alignment between executive pay, company performance, strategic execution, and long-term stockholder value. The fiscal 2026 program included base salary, annual performance-based cash incentives, performance stock units, and restricted stock units. Following Wolfspeed’s Chapter 11 restructuring, the Compensation Committee redesigned its incentive programs to restore executive ownership and link awards to revenue, free cash flow, adjusted EBITDA, technology execution, relative TSR, and other long-term objectives. The Company reports that the fiscal 2026 annual cash bonus program produced a calculated payout of 50% of target, while substantial equity awards were granted to rebuild ownership after legacy awards were canceled in the restructuring. Approximately 88% of votes cast supported the prior year’s say-on-pay proposal, and the Committee states that it considers stockholder feedback among other factors. The vote is advisory, will not override Board decisions or create additional fiduciary duties, but the Compensation Committee will consider the outcome in future compensation decisions. The Board recommends voting FOR the proposal because it believes the program aligns executive incentives with company and stockholder interests.
Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as Wolfspeed’s independent auditors for fiscal 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Renesas Electronics America Inc. | 31.80% | 16,852,372 | $813M |
| 2 | Diameter Capital Partners LP | 22.59% | 11,970,000 | $30M |
| 3 | Slate Path Capital LP | 8.37% | 4,438,156 | $214M |
| 4 | PRICE T ROWE ASSOCIATES INC /MD/ | 5.71% | 3,028,572 | $146M |
| 5 | STATE STREET CORP | 4.95% | 2,620,673 | $126M |
| 6 | GOLDMAN SACHS GROUP INC | 4.38% | 2,321,007 | $112M |
| 7 | TWO SIGMA INVESTMENTS, LP | 4.29% | 2,272,968 | $110M |
| 8 | MORGAN STANLEY | 3.50% | 1,853,606 | $89M |
| 9 | FIRST MANHATTAN CO. LLC. | 3.10% | 1,644,966 | $79M |
| 10 | VANGUARD CAPITAL MANAGEMENT LLC | 2.60% | 1,380,299 | $67M |
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