Power Integrations, Inc.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of New Chief Financial Officer The Board of Directors of Power Integrations, Inc. (the “Company”) is appointing Nancy Erba as the Company’s Chief Financial Officer, Principal Financial Officer, and Principal Accounting Officer, effective upon Ms. Erba’s commencement of employment with the Company that is currently scheduled for January 5, 2026. In this position, Ms. Erba will serve as the principal financial officer and principal accounting officer of the Company as each such term is used for purposes of the rules and regulations of the Securities and Exchange Commission. Ms. Erba, 59, previously served as Chief Financial Officer of Infinera Corporation from August 2019 to February 2025. Prior to joining Infinera Corporation, from September 2016 to March 2019, Ms. Erba served as Chief Financial Officer of Immersion Corporation, a leader in touch feedback technology. From February 2015 to October 2015, Ms. Erba was Vice President, Financial Planning and Analysis of Seagate Technology plc, a data storage company. Prior executive roles at Seagate Technology include Division CFO and Vice President of Finance for Strategic Growth Initiatives from 2013 to 2015; Vice President, Business Operations and Planning from 2009 to 2013; Division CFO and Vice President of Finance of the Consumer Solutions Division from 2008 to 2009 and Vice President, Corporate Development from 2006 to 2008. Ms. Erba has served on the board of directors of PDF Solutions, Inc., a software and engineering services company, since June 2019. Ms. Erba holds an M.B.A. from Baylor University and a B.A. in mathematics from Smith College. There are no arrangements or understandings between Ms. Erba and any other persons in connection with Ms. Erba’s appointment as the Chief Financial Officer and Principal Accounting Officer. Ms. Erba does not have any family relationships with any directors or officers of the Company. Ms. Erba is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K. Employment Agreement and Executive Officer Benefits Agreement with Ms. Erba In connection with the appointment of Ms. Erba as the Company’s Chief Financial Officer and Principal Accounting Officer, on November 14, 2025, Ms. Erba entered into each of an employment agreement (the “Employment Agreement”) and an executive officer benefits agreement (the “EOBA,” and together with the Employment Agreement, the “Erba Employment Agreements”), in each case, to be effective upon Ms. Erba’s commencement of employment with the Company. The Erba Employment Agreements provide Ms. Erba with the following compensation and other benefits: Employment Agreement Base Salary – Ms. Erba will have an annual base salary of $500,000, less applicable withholdings, which shall be payable in accordance with the Company’s normal payroll practices. Annual Equity Awards – Ms. Erba will be eligible to receive the following equity awards, each of which will be subject to the Company’s Amended and Restated 2016 Incentive Award Plan or the 2025 Inducement Award Plan and the applicable grant agreement: ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── o an annual performance incentive award for 2026 in the form of performance stock units (“PSUs”) in a value pro-rated from a full year value of $425,000 for the portion of the 2026 calendar year in which she is employed by the Company (“Target PSUs”). The PSUs will be subject to the terms and conditions of the Company’s 2026 PSU Plan providing for PSU vesting based on achievement of performance conditions for the 2026 calendar year, and the actual number of PSUs that will vest can vary from... o a restricted stock units (“RSUs”) award in the value of $3,000,000. The RSUs will vest over four years from the date that Ms. Erba commences employment with the Company, with 25% of the RSUs vesting on the first anniversary of Ms. Erba’s start date, and with an additional 25% of the RSUs vesting on each subsequent anniversary of Ms. Erba’s start date, until the RSUs are fully vested after four years, subject in each case to Ms. Erba’s continued full-time service through the applicable ves... o a long-term restricted performance stock units (“PRSUs”) award in the value of $2,000,000 (“Target PRSUs”). The PRSUs will be subject to the terms and conditions of the Company’s 2026 PRSU Plan providing for PRSU vesting based on achievement of performance conditions over the three-year period starting on January 1, 2026, and the actual number of PRSUs that will vest can vary from 0 to 200% of the Target PRSUs. Executive Officer Benefits Agreement Ms. Erba will be entitled to receive certain benefits under the terms of the EOBA, which will take effect upon her commencement of employment with the Company. Outside of the change of control context, in the event Ms. Erba is terminated without “cause” or resigns for “good reason” her severance benefits include (1) a cash payment equal to one year of her annual base salary then in effect, (2) a cash payment equal to the prorated portion of her then outstanding annual performance award of... Transition of Interim Chief Financial Officer and Principal Accounting Officer Upon Ms. Erba’s commencement of employment with the Company, Robert Eric Verity will resign from his position as the Interim Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer of the Company. Mr. Verity will reassume his position as the Company’s Senior Director of Finance. Mr. Verity’s transition to this role is not the result of any disagreement with the Company related to its operations, policies, or practices. 2025 Inducement Award Plan On November 14, 2025, the Talent and Compensation Committee of the Board adopted the 2025 Inducement Award Plan (the “Inducement Plan”) and, subject to the adjustment provisions of the Inducement Plan, reserved 350,000 shares of the Company’s common stock for issuance pursuant to equity awards granted under the Inducement Plan. The Inducement Plan was adopted without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. The Inducement Plan provides for the grant of RSUs, PSUs, and PRSUs. In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, awards under the Inducement Plan may only be made to individuals who were not previously employees or non-employee directors of the Company (or following such individuals’ bona fide period of non-employment with the Company), as an inducement material to the individuals’ entry into employment with the Company. The above descriptions of the Erba Employment Agreements and the Inducement Plan do not purport to be complete and are qualified in their entirety by reference to, and should be read in conjunction with, the full text of each of the Erba Employment Agreements and the Inducement Plan to be filed as exhibits to the Company’s next annual report on Form 10-K.