SITIME CORP (SITM)
Sector: Information Technology
2026 Annual Meeting Analysis
SITIME CORP · Meeting: May 29, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class I Directors: Torsten G. Kreindl, Ganesh Moorthy, and Akira Takata
Dr. Kreindl has served since November 2019 and has relevant venture capital and public company board experience in the technology sector; SiTime's 3-year stock return of +247% outperforms the peer group median by +229 percentage points, far exceeding the 65-point threshold needed to trigger a negative vote, so no TSR concern applies, and no overboarding, attendance, or independence issues are present.
Mr. Moorthy joined the board in October 2025, well within the 24-month new-director exemption window, so the TSR trigger does not apply; he brings deep semiconductor industry executive experience as former CEO of Microchip Technology, and no overboarding or independence issues are identified.
Mr. Takata has served since November 2014 and brings relevant semiconductor industry leadership experience; SiTime's strong 3-year outperformance versus the peer group (+229 percentage points) means no TSR concern applies, and no overboarding, attendance, or independence flags are present.
All three Class I director nominees pass the TSR screen handily — SiTime's 3-year stock return of +247% beats the peer group median by 229 percentage points, far above the 65-point threshold required to trigger a negative vote for a strong-positive TSR company. Mr. Moorthy is also exempt as a director who joined within the past 24 months. No overboarding, attendance, independence, or qualification concerns are identified for any nominee.
Say on Pay
✓ FORCEO
Rajesh Vashist
Total Comp
$14,261,046
Prior Support
88%%
CEO total compensation of approximately $14.3 million is reasonable for a technology company of SiTime's market cap (~$11.9 billion) and is strongly aligned with performance — the company delivered 61% revenue growth in 2025 and a 1-year stock return of +231%, dramatically outperforming the XLK sector ETF by 180 percentage points. Approximately 94% of CEO target pay is equity-based, with 65% of that equity tied to a 3-year relative total shareholder return performance measure benchmarked against the Philadelphia Semiconductor Index, reflecting a high-quality incentive structure rather than fixed pay disguised as variable pay. The prior say-on-pay vote received 88% support, the company has a meaningful clawback policy, and no policy triggers for a negative vote are present.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
2 yrs
Audit Fees
$1,973,952
Non-Audit Fees
$0
Deloitte was appointed in June 2024 and has served for approximately two years, well below the 25-year tenure threshold; non-audit fees are zero, so the independence ratio concern does not apply; Deloitte is a Big 4 firm appropriate for a company of SiTime's size and complexity, and no material restatements attributable to audit failure have occurred under Deloitte's tenure.
Overall Assessment
SiTime's 2026 annual meeting presents a clean ballot with no significant governance concerns — all three director nominees pass the TSR screen by a wide margin given the company's exceptional 3-year stock outperformance, the auditor is a recently appointed Big 4 firm with no non-audit fee independence issues, and the executive compensation program is heavily equity-based and clearly aligned with strong financial and shareholder results. No stockholder proposals appear on this ballot.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing