Policies and Practices Relating to the Grant of Certain Equity Awards

As described above, the Corporation does not have a policy regarding the composition or frequency of discretionary awards of stock options or other forms of equity-based compensation. The Compensation Committee may consider and approve annual, interim or mid-year grants, or grants made on another basis, from time to time based on business needs, changing compensation practices or other factors, in the discretion of the Compensation Committee. The Compensation Committee does not take into account material nonpublic information in determining the timing and terms of equity-based awards, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

In 2024, Mr. Schmidt, Mr. Davies, Mr. McNamara and Mr. Tuozzolo each received an award of stock options due to their service on the Board, as described below under the section entitled “Directors’ Compensation For Fiscal 2024.” In addition, Dr. Vinciarelli, Mr. Davies, Mr. McNamara and Mr. Tuozzolo each received an award of stock options as part of an annual merit increase. Consistent with our usual practice, the stock options awarded to Mr. Schmidt, Mr. Davies, Mr. McNamara and Mr. Tuozzolo for their service on the Board were granted on June 21, 2024, the date of the 2024 Annual Meeting of Stockholders. The grant date for those stock options was within the period beginning four business days before the filing of a Current Report on Form 8-K on June 24, 2024 that disclosed the voting results from our 2024 Annual Meeting of Stockholders and ending one business day after the filing of such report. Although we do not deem the information contained in such Current Report on Form 8-K to be material, we have included the tabular disclosure that would be required under Item 402(x) of the SEC’s Regulation S-K in the event such information was deemed to be material.