POWER INTEGRATIONS INC (POWI)
Sector: Information Technology
2026 Annual Meeting Analysis
POWER INTEGRATIONS INC · Meeting: June 3, 2026
Directors FOR
4
Directors AGAINST
3
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Dr. Arienzo has served since 2017 and her tenure fully overlaps the period during which POWI's stock fell -10.0% over three years while the company's own compensation peer group rose +20.8% on average — a gap of 30.8 percentage points that exceeds the 20-point trigger threshold for companies with negative absolute returns; the five-year record (POWI -12.9% vs. peers +51.3%, a gap of 64.2pp) does not provide a mitigating longer-term track record, so the against vote is sustained.
Ms. Ganti has served since 2020 and her tenure fully overlaps the three-year underperformance period; POWI's stock lost -10.0% while peers gained +20.8%, a shortfall of 30.8 percentage points that exceeds the trigger, and the five-year record similarly fails to mitigate, so the against vote is sustained.
Mr. Iyer has served since 2004 and his tenure comprehensively covers the underperformance period; the three-year TSR gap of 30.8 percentage points versus peers triggers a No vote, and the five-year data (POWI -12.9% vs. peers +51.3%, a 64.2pp gap) confirms sustained underperformance rather than a transient trough, so the against vote is sustained despite his recent appointment as Chairman.
For Analysis
Ms. Gioia joined in January 2023, giving her just over three years of tenure, but her board service covers less than half of the three-year underperformance window used for the TSR trigger; policy calls for flagging but not automatically voting against directors in this situation, so the vote is FOR with the note that she should be watched as her tenure extends.
Dr. Lloyd joined the board in July 2025 as part of her appointment as CEO, giving her less than 24 months of tenure; policy explicitly exempts directors within this window from the TSR trigger to allow reasonable time to contribute to a turnaround, so the vote is FOR.
Mr. Lowe joined the board in February 2025, well within the 24-month exemption window, so the TSR trigger does not apply; his extensive semiconductor industry leadership experience makes him a qualified candidate, and the vote is FOR.
Mr. Vig joined in April 2023, giving him roughly three years of tenure but covering less than half of the full three-year underperformance window; policy calls for proportional treatment in this situation and does not require an automatic No vote, and his deep semiconductor expertise supports a FOR determination.
Of the seven nominees, three long-tenured directors (Arienzo since 2017, Ganti since 2020, Iyer since 2004) receive AGAINST votes because POWI's stock fell -10.0% over three years while the company's own peer group rose +20.8%, a gap of 30.8 percentage points that exceeds the 20-point threshold for companies with negative absolute returns, and the five-year record does not mitigate; four directors (Lloyd, Lowe, Gioia, Vig) receive FOR votes because they are either within the 24-month new-director exemption or their tenure covers less than half the underperformance period.
Say on Pay
✓ FORCEO
Jennifer Lloyd
Total Comp
$6,321,439
Prior Support
N/A
Dr. Lloyd was appointed CEO in July 2025 with total reported compensation of approximately $6.3 million, which includes a sign-on equity award to make her whole for compensation forfeited at her prior employer — a common and justifiable component for new executive hires that inflates the reported figure relative to a steady-state benchmark; the compensation structure includes meaningful performance-based elements (50% of long-term equity in performance stock awards, short-term payout at 76.8% of target based on actual results, and zero payout on long-term awards for the 2023-2025 performance period due to missed targets), demonstrating that the incentive programs are functioning as designed. The company also implemented significant governance improvements following shareholder feedback — including double-trigger change-in-control protections, removal of guaranteed maximums, and enhanced disclosure — giving shareholders confidence that the program is moving in the right direction.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
21 yrs
Audit Fees
$1,614,000
Non-Audit Fees
$282,000
Deloitte & Touche LLP has audited Power Integrations since 2005 (approximately 21 years), which is below the 25-year threshold that would trigger concern; non-audit fees (audit-related fees of $50k plus tax fees of $198k plus other fees of $34k, totaling $282k) represent only about 17.5% of audit fees of $1.614 million, well within the 50% limit; no material restatements or adequacy concerns are noted, so ratification is supported.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Stockholder Proposal Regarding Independent Board Chairman
John Chevedden is a well-known individual governance activist whose proposals this policy treats as credible and worthy of serious evaluation; the 45% support in 2025 was a very strong signal that shareholders wanted an independent board chairman. However, the company directly addressed this concern in February 2026 by appointing Mr. Iyer, an independent director, as Chairman — meaning the specific structural change that earned 45% support last year has already been implemented before this vote. Since the core governance ask has been substantively remediated, voting FOR this year would merely add a permanent policy constraint that limits the board's future flexibility to recombine the roles if circumstances warrant, without delivering any additional governance benefit to shareholders today; accordingly, the vote is AGAINST.
Overall Assessment
The 2026 Power Integrations ballot presents a mixed picture: three long-tenured directors receive AGAINST votes due to sustained and significant stock underperformance relative to the company's own compensation peers over both three and five years, while four newer directors receive FOR votes; Say on Pay is supported given the new CEO's pay structure reflects genuine performance linkage and meaningful governance improvements made in response to shareholder feedback. The auditor ratification and the stockholder proposal on independent chairman both receive FOR and AGAINST votes respectively, the latter because the company has already appointed an independent chairman and thus remediated the core governance concern that drove 45% support for the same proposal in 2025.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing