Monolithic Power Systems (NASDAQ: MPWR) details 2026 proxy, board changes and pay

Q: What proposals are MPWR stockholders voting on at the 2026 annual meeting?

Stockholders will vote on three key proposals : electing two Class I directors, ratifying EY as the independent registered public accounting firm for 2026, and approving on an advisory basis the compensation of named executive officers through the say-on-pay resolution.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

DEF 14A

Rhea-AI Filing Summary

Monolithic Power Systems is asking stockholders to vote at its virtual 2026 annual meeting on June 11, 2026. Stockholders of record at the close of business on April 15, 2026, when 49,129,267 shares of Common Stock were outstanding, may attend online, vote and submit questions.

Three main proposals will be presented: electing two Class I directors (Victor K. Lee and Jeff Zhou) for terms expiring in 2029, ratifying EY as independent registered public accounting firm for 2026, and approving on an advisory basis the compensation of named executive officers.

The proxy describes a largely independent, skills-diverse Board, a phased declassification so all directors stand for one-year terms by 2030, and a reduced 25% ownership threshold for stockholders to call special meetings. It also outlines ESG oversight through Board committees and a cross-functional steering committee.

Executive pay is heavily performance-based, with 2025 incentives tied to non-GAAP operating income, relative revenue growth and relative total stockholder return. In 2025 the company delivered revenue of $2.79 billion, up 26.4% from 2024, and increased its annual dividend to $6.24 per share, with a further raise to $8.00 per share annually approved for 2026.

Key Figures

Shares outstanding: 49,129,267 shares Revenue: $2,790.5M GAAP operating income: $728.6M +5 more

8 metrics

Shares outstanding 49,129,267 shares Common Stock issued and outstanding as of April 15, 2026 record date

Revenue $2,790.5M FY 2025 revenue vs $2,207.1M in FY 2024, 26.4% increase

GAAP operating income $728.6M FY 2025 GAAP operating income vs $539.4M in FY 2024, up 35.1%

Non-GAAP operating income $982.4M FY 2025 non-GAAP operating income vs $764.1M in FY 2024, up 28.6%

GAAP net income $621.5M FY 2025 GAAP net income vs $1,592.1M in FY 2024, down 61.0%

Non-GAAP net income $858.4M FY 2025 non-GAAP net income vs $689.8M in FY 2024, up 24.4%

Dividends per share $6.24 Total cash dividends declared per share in 2025 (vs $5.00 in 2024, $4.00 in 2023)

Audit fees to EY $2.487M 2025 audit fees vs $4.080M in 2024 per auditor fee table

Key Terms

say-on-pay, non-GAAP operating income, total stockholder return, proxy access, +2 more

6 terms

say-on-pay financial

"This advisory vote, commonly known as a “say-on-pay” vote, gives our stockholders the opportunity to express their views"

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

non-GAAP operating income financial

"we use non-GAAP operating income for our short-term cash incentive plan"

Non-GAAP operating income is a measure of a company's profit from its core business activities, calculated by excluding certain expenses or income that are not part of regular operations. It provides a clearer picture of how well the business is performing by focusing on ongoing operations, helping investors compare companies more consistently and make better-informed decisions.

total stockholder return financial

"linked a portion of the executive equity compensation awards to the achievement of a rigorous total stockholder return"

Total stockholder return is the percentage gain or loss an investor would have experienced over a period from both changes in a stock’s price and any cash payouts such as dividends, assuming those payouts are reinvested in the stock. It matters because it shows the complete financial outcome of owning a share — like measuring both a house’s change in sale value and the rent you collected — and lets investors fairly compare performance across companies and time.

proxy access regulatory

"Pursuant to the proxy access provisions of our Amended and Restated Bylaws"

Proxy access allows shareholders to include their nominated directors on a company’s official proxy ballot and meeting materials, instead of running separate, costly campaigns. It matters to investors because it makes it easier for shareholders to push for board change, hold management accountable, and influence strategy—similar to getting your preferred candidate listed on a neighborhood ballot rather than having to start an independent petition drive.

broker non-votes regulatory

"An abstaining vote is not counted as a vote cast with respect to the election of directors, but... broker non-votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

clawback policy financial

"The Board maintains and operates the Compensation Clawback Policy to comply with Section 10D of the Exchange Act"

A clawback policy is a company rule that lets the firm take back pay, bonuses or stock awards from current or former executives if results are later found to be incorrect, misconduct occurred, or targets were missed. It matters to investors because it helps protect the value of their holdings by discouraging risky or fraudulent behavior and ensuring executive rewards reflect real, verified performance—think of it as a return policy for executive pay.

Compensation Summary

Compensation details

Say-on-Pay

Say-on-Pay Result Stockholders are asked to approve, on an advisory basis, the compensation of named executive officers as described in the Compensation Discussion and Analysis, related tables and narratives.

Key Proposals

Election of two Class I directors for terms expiring at the 2029 annual meeting
Ratification of EY as independent registered public accounting firm for the year ending December 31, 2026
Advisory vote to approve compensation of named executive officers (say-on-pay)

Proxy Statements (DEF 14A): Pay, Votes, and Board Changes →

04/30/2026 - 12:34 PM

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material Pursuant to §240.14a-12

MONOLITHIC POWER SYSTEMS, INC.

(Name of Registrant as Specified In Its Charter)

n/a

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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April 30, 2026

Dear Stockholders:

You are invited to attend the 2026 annual meeting of stockholders of Monolithic Power Systems, Inc. to be held on Thursday, June 11, 2026, at 10:00 a.m., Pacific Time (the “2026 Annual Meeting”). The 2026 Annual Meeting will be a virtual meeting. You will be able to attend the 2026 Annual Meeting online, vote and submit questions during the meeting by visiting http://meetnow.global/MAUDUJC. Please follow the instructions carefully on how to access and attend the virtual meeting in the “2026 Annual Meeting Attendance” section of this Proxy Statement.

It is important that your shares be represented and voted whether or not you plan to attend the 2026 Annual Meeting. We continue using the Securities and Exchange Commission rule that permits companies to furnish proxy materials to stockholders over the Internet. If you are viewing the Proxy Statement on the Internet, you may grant your proxy electronically over the Internet by following the instructions on the Notice Regarding the Availability of Proxy Materials previously mailed to you and the instructions listed on the Internet site. If you have received a paper copy of the Proxy Statement and proxy card, you may grant a proxy to vote your shares by completing and mailing the proxy card enclosed with the Proxy Statement, or you may grant your proxy electronically over the Internet or by telephone by following the instructions on the proxy card. If your shares are held in “street name,” which means shares held of record by a broker, bank, trust or other nominee, you should review the Notice Regarding the Availability of Proxy Materials or Proxy Statement and voting instruction form used by that firm to determine whether and how you will be able to submit your proxy by telephone or over the Internet. Submitting a proxy over the Internet, by telephone or by mailing a proxy card will ensure your shares are represented at the 2026 Annual Meeting.

Your vote is important, regardless of the number of shares that you own.

On behalf of the Board of Directors, I thank you for your participation. We look forward to your attendance on June 11, 2026.

	Sincerely,

	Michael Hsing
	Chairman of the Board, President and Chief Executive Officer

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MONOLITHIC POWER SYSTEMS, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 11, 2026

To the Stockholders of Monolithic Power Systems, Inc.:

NOTICE IS HEREBY GIVEN that the 2026 annual meeting of stockholders of Monolithic Power Systems, Inc., a Delaware corporation, will be held on Thursday, June 11, 2026, at 10:00 a.m., Pacific Time (the “2026 Annual Meeting”). The 2026 Annual Meeting will be a virtual meeting. You will be able to attend the 2026 Annual Meeting online, vote and submit questions during the meeting by visiting http://meetnow.global/MAUDUJC. Please follow the instructions carefully on how to register for and attend the virtual meeting in the “2026 Annual Meeting Attendance” section of this Proxy Statement.

At the 2026 Annual Meeting, we will conduct the following items of business:

1.	To elect two Class I directors to serve for three-year terms until our annual meeting of stockholders in 2029, or until their respective successors are duly elected and qualified. The nominees for election to the Board of Directors as Class I directors are Victor K. Lee and Jeff Zhou.

2.	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2026.

3.	To hold an advisory vote to approve the compensation of our named executive officers.

4.	To transact such other business as may properly come before the meeting or any adjournment thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of the 2026 Annual Meeting. Only stockholders of record at the close of business on April 15, 2026 are entitled to notice of and to vote at the 2026 Annual Meeting.

Your vote is important. All stockholders are cordially invited to attend the 2026 Annual Meeting. However, to assure your representation at the meeting, we encourage you to submit your proxy as soon as possible using one of three convenient methods: (i) by accessing the Internet site described in the Notice Regarding the Availability of Proxy Materials (the “Notice”) or in the proxy card provided to you; (ii) by calling the toll-free number described in the Notice or in the proxy card; or (iii) by signing, dating and returning the proxy card. By submitting your proxy promptly, you will save us the expense of further proxy solicitation. Any registered stockholder attending the 2026 Annual Meeting may vote at the meeting even if he or she has already returned a proxy.

	By Order of the Board of Directors,

	Saria Tseng
	Executive Vice President, Strategic Corporate Development, General Counsel and Corporate Secretary

West Palm Beach, Florida

April 30, 2026

Important notice regarding the availability of proxy materials for the 2026 Annual Meeting: The Proxy Statement and the Annual Report on Form 10-K are available free of charge under the “About MPS - Investor Relations” section of our website at http://www.monolithicpower.com.

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MONOLITHIC POWER SYSTEMS, INC.

PROXY STATEMENT

FOR

2026 ANNUAL MEETING OF STOCKHOLDERS

INFORMATION CONCERNING SOLICITATION AND VOTING

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Index

	Page
General	6
Internet Availability of Proxy Materials	6
Record Date and Outstanding Shares	6
Procedure for Submitting Stockholder Proposals and Director Nominations	6
2026 Annual Meeting Attendance	7
Voting	7
No Right of Appraisal	8
Expenses of Solicitation	8
Quorum, Required Votes, Abstentions and Broker Non-Votes	9
Stockholder List	9
Householding of Proxy Materials	9
PROPOSAL ONE - ELECTION OF DIRECTORS	10
Board Structure and Nominees	10
Information Regarding Nominees and Other Directors	10
Director Independence	11
Director Skills and Qualifications	12
Board Leadership Structure	14
Annual Board and Committee Evaluations	15
Board Tenure	16
Board Meetings and Committees	16
Board Oversight of Risks	17
Nomination Process	18
Stockholder Communications	18
Attendance at Annual Meetings of Stockholders by the Board of Directors	18
Code of Ethics and Business Conduct	18
Policy on Hedging and Other Transactions	19
Director Voting Policy	19
Director Time Commitment Policy	19
2025 Director Compensation	19
CORPORATE SOCIAL RESPONSIBILITY	21
Environmental, Social and Governance Oversight	21
Environmental, Social and Governance Initiative Highlights	21
Stockholder Engagement	23
Response to Stockholder Proposals	24
PROPOSAL TWO - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	25
Audit and Other Fees	25
Pre-Approval of Audit and Non-Audit Services	25
PROPOSAL THREE - ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION	26
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	27
Delinquent Section 16(a) Reports	28
Certain Relationships and Related Transactions	28
NAMED EXECUTIVE OFFICER COMPENSATION	29
Compensation Discussion and Analysis	29
Compensation Committee Report	41
Compensation Committee Interlocks and Insider Participation	42
Compensation Risk Management	42
2025 Summary Compensation Table	42
Grants of Plan-Based Awards for the Year Ended December 31, 2025	43
Narrative Disclosure to 2025 Summary Compensation Table and Grants of Plan-Based Awards for the Year Ended December 31, 2025	43
Outstanding Equity Awards at 2025 Year-End	44
2025 Option Exercises and Stock Vested	45
2025 Non-Qualified Deferred Compensation Plan	46
Potential Payments Upon Termination or Termination Upon Change in Control	46
CEO Pay Ratio	49
Pay Versus Performance	49
Equity Compensation Plan Information	53
Recovery Analysis Regarding Incentive-Based Compensation	53
Audit Committee Report	55
Other Matters	55
Forward-Looking Statements	55
Annexure A – Reconciliation of GAAP Measures to Non-GAAP Measures	56

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General

This Proxy Statement is being furnished to holders of common stock, par value $0.001 per share (the “Common Stock”), of Monolithic Power Systems, Inc., a Delaware corporation (the “Company,” “MPS,” “we,” “us,” or “our”), in connection with the solicitation of proxies by our Board of Directors (the “Board”) for use at the 2026 annual meeting of stockholders (the “2026 Annual Meeting”) to be held on Thursday, June 11, 2026 at 10:00 a.m., Pacific Time, and at any adjournment or postponement thereof for the purpose of considering and acting upon the matters set forth herein.

The 2026 Annual Meeting will be a virtual meeting. You will not be able to attend the meeting in person. Please follow the instructions carefully on how to access and attend the virtual meeting in “2026 Annual Meeting Attendance.”

Internet Availability of Proxy Materials

Pursuant to the rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice Regarding the Availability of Proxy Materials (the “Notice”) to our stockholders of record, and upon request, we will send a printed copy of the proxy materials and proxy card. Brokers and other nominees who hold shares on behalf of beneficial owners will be sending their own similar notice. Stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to request a printed copy by mail or electronically may be found on the Notice and on the website referred to in the Notice, including an option to request paper copies on an ongoing basis. We intend to make this Proxy Statement available on the Internet at http://www.monolithicpower.com, and to mail the Notice or other proxy materials, as applicable, on or about April 30, 2026 to stockholders of record at the close of business on April 15, 2026 (the “Record Date”).

Record Date and Outstanding Shares

Only stockholders of record at the close of business on the Record Date are entitled to notice of, and to vote at, the 2026 Annual Meeting and any adjournment thereof. These stockholders are entitled to cast one vote for each share of Common Stock held as of the Record Date on all matters properly submitted for the vote of stockholders at the 2026 Annual Meeting. On the Record Date, 49,129,267 shares of Common Stock were issued and outstanding. No shares of Preferred Stock were issued and outstanding. For information regarding security ownership by management, directors, and beneficial owners of more than 5% of the Common Stock, see “Security Ownership of Certain Beneficial Owners and Management.”

Procedure for Submitting Stockholder Proposals and Director Nominations

Requirements for stockholder proposals to be considered for inclusion in our proxy materials. Proposals of stockholders which are to be presented by such stockholders at our 2027 annual meeting of stockholders must meet the stockholder proposal requirements contained in Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such proposals must be received by us no later than December 31, 2026 in order to be included in the proxy statement relating to that meeting.

Requirements for director nominations to be considered for inclusion in our proxy materials. Pursuant to the proxy access provisions of our Amended and Restated Bylaws (the “Bylaws”), an eligible stockholder, or a group of up to 20 stockholders, who has held at least 3% of our Common Stock continuously for at least three years may nominate one director and have that nominee included in our proxy materials. To be timely for the 2027 annual meeting of stockholders, notice of proxy access director nominations must be received by us between December 31, 2026 and January 30, 2027. In addition, the notice must set forth the information required by our Bylaws with respect to each director nomination that a stockholder intends to present at the 2027 annual meeting of stockholders.

In addition to satisfying the requirements under our Bylaws, stockholders who intend to solicit proxies in support of director nominees, other than our nominees, must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act to comply with the universal proxy rules, which notice must be postmarked or transmitted electronically to us at our principal executive offices no later than April 12, 2027. However, if the date of the 2027 annual meeting of stockholders is changed by more than 30 calendar days from the anniversary date of the 2026 Annual Meeting, then notice must be provided by the later of 60 calendar days prior to the date of the 2027 annual meeting of stockholders or the 10th calendar day following the day on which public announcement of the date of the 2027 annual meeting of stockholders is first made by us.

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Requirements for stockholder proposals to be brought before an annual meeting but not included in our proxy materials. If a stockholder wishes to present a proposal at our 2027 annual meeting of stockholders, and the proposal is not intended to be included in our proxy statement relating to that meeting, the stockholder must give advance notice to us prior to the deadline for such meeting. To be timely for the 2027 annual meeting of stockholders, notice of proposed business must be received by us between December 31, 2026 and January 30, 2027. However, in the event the date of the 2027 annual meeting of stockholders is changed by more than 30 days from the anniversary date of the 2026 Annual Meeting, notice by the stockholder to be timely must be so received not later than the close of business on the later of 90 calendar days in advance of the 2027 annual meeting of stockholders and 10 calendar days following the date on which public announcement of the date of the 2027 annual meeting of stockholders is first made. In addition, the notice must set forth the information required by our Bylaws with respect to each proposal that a stockholder intends to present at the 2027 annual meeting of stockholders.

All proposals described above must be submitted to our Corporate Secretary using the methods outlined in “Stockholder Communications.”

2026 Annual Meeting Attendance

Attendance:

The 2026 Annual Meeting will be held solely by remote communication. You will not be able to attend the 2026 Annual Meeting in person. The 2026 Annual Meeting can be accessed at http://meetnow.global/MAUDUJC. We encourage you to access the 2026 Annual Meeting ten minutes prior to the start time.

Stockholders as of the close of business on the Record Date who duly registered to attend the 2026 Annual Meeting will be able to listen to the webcast, vote their shares and submit questions during the virtual meeting. You must have your 15-digit control number to join the event. Questions pertinent to meeting matters that are submitted in accordance with our rules of conduct for the 2026 Annual Meeting will be answered during the meeting, subject to applicable time constraints.

Alternatively, you may join the meeting as a guest and listen to the webcast without advance registration. As a guest, you will not be able to vote or submit questions during the meeting.

Registration Process:

Stockholders of record. If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A. (“Computershare”), you are considered, with respect to those shares, the stockholder of record. As a stockholder of record, you are already registered for the virtual meeting and will be able to listen to the webcast, vote and submit questions during the meeting.

Beneficial owners. If you hold your shares through a broker, bank, trust or other nominee, you must register in advance in order to vote and submit questions during the virtual meeting. To register in advance, you must obtain a legal proxy from the broker, bank, trust or other nominee that holds your shares giving you the right to vote the shares. You must submit proof of the legal proxy reflecting your holdings, along with your name and email address to Computershare. Requests for registration must be labeled as “Monolithic Power Systems Legal Proxy” and be received no later than 5:00 p.m., Pacific Time, on June 5, 2026. You will receive a confirmation of your registration by email after we receive your registration materials. Requests for registration can be made in the following methods:

By e-mail:	legalproxy@computershare.com
By mail:	Computershare
	Monolithic Power Systems Legal Proxy
	P.O. Box 43001
	Providence, RI 02940-3001

Voting

Voting prior to the 2026 Annual Meeting. If you are the record holder of your stock, you have three options for submitting your votes prior to the 2026 Annual Meeting:

●	by following the instructions for Internet voting printed on the Notice or your proxy card;

●	by using the telephone number printed on your proxy card; or

●	by completing the enclosed proxy card, signing and dating it and mailing it in the enclosed postage-prepaid envelope.

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If you have Internet access, we encourage you to record your vote on the Internet. It is convenient, and it saves us significant postage and processing costs. In addition, when voting over the Internet or by telephone prior to the meeting date, your vote is recorded immediately, and there is no risk that postal delays will cause your vote to arrive late, and therefore not be counted. All shares entitled to vote and represented by properly executed proxy cards or properly granted proxies submitted electronically over the Internet or telephone received prior to the 2026 Annual Meeting, and not revoked, will be voted at the 2026 Annual Meeting in accordance with the instructions provided. If no instructions are indicated, the shares represented by that proxy will be voted as recommended by the Board. If any other matters are properly presented for consideration at the 2026 Annual Meeting, including, among other things, consideration of a motion to adjourn the 2026 Annual Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named as proxies and acting thereunder will have discretion to vote on those matters in accordance with their best judgment. We do not currently anticipate that any matters other than the proposals described herein will be raised at the 2026 Annual Meeting. If your shares are held in a stock brokerage account or by a bank, trust or other nominee, you will receive a notice from your broker, bank, trust or other nominee that includes instructions on how to vote your shares. Your broker, bank, trust or other nominee will allow you to deliver your voting instructions over the Internet and may also permit you to submit your voting instructions by telephone.

YOUR VOTE IS IMPORTANT. You should submit your proxy even if you plan to attend the 2026 Annual Meeting.

Voting by attending the 2026 Annual Meeting. The 2026 Annual Meeting will be a virtual meeting. Stockholders of record and beneficial owners as of the close of business on the Record Date who duly registered to attend the 2026 Annual Meeting will be able to listen to the webcast and vote their shares during the virtual meeting. Please follow the instructions carefully on how to access and attend the virtual meeting, and vote in “2026 Annual Meeting Attendance.”

Any previous votes that were submitted by the stockholder, whether by Internet, telephone or mail, will be superseded by the vote such stockholder casts at the 2026 Annual Meeting.

Changing vote; Revocability of proxy. Any proxy given by a stockholder of record pursuant to this solicitation may be revoked by the person giving it at any time before it is voted at the 2026 Annual Meeting. Proxies submitted by stockholders of record may be revoked by:

●	filing a written notice of revocation bearing a later date than the previously submitted proxy which is received by our Corporate Secretary at or before the taking of the vote at the 2026 Annual Meeting;

●	duly executing a later dated proxy relating to the same shares and delivering it to our Corporate Secretary at or before the taking of the vote at the 2026 Annual Meeting;

●	submitting another proxy by telephone or via the Internet (your latest telephone or Internet voting instructions are followed); or

●	virtually attending and voting at the 2026 Annual Meeting (although attendance at the 2026 Annual Meeting will not in and of itself constitute a revocation of a previously submitted proxy).

Any written notice of revocation or subsequent proxy card must be received by our Corporate Secretary prior to the taking of the vote at the 2026 Annual Meeting. Such written notice of revocation or subsequent proxy card must be submitted using the methods outlined in “Stockholder Communications.”

If you hold your shares through a broker, bank, trust or other nominee, you may change your vote by submitting new voting instructions to your broker, bank, trust or other nominee.

No Right of Appraisal

Neither Delaware law nor our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) provide for appraisal or other similar rights for dissenting stockholders in connection with any of the proposals to be voted upon at the 2026 Annual Meeting. Accordingly, our stockholders will have no right to dissent and obtain payment for their shares.

Expenses of Solicitation

We will bear all expenses of this solicitation, including the cost of preparing and mailing this solicitation material. We may reimburse brokerage firms, custodians, nominees, fiduciaries and other persons representing beneficial owners of Common Stock for their reasonable expenses in forwarding solicitation material to such beneficial owners. Our directors, officers and employees may also solicit proxies in person or by telephone, letter, e-mail or other means of communication. Such directors, officers and employees will not be additionally compensated, but they may be reimbursed for reasonable out-of-pocket expenses in connection with such solicitation. We have engaged the services of a professional proxy solicitation firm to aid in the solicitation of proxies from certain brokers, bank nominees and other institutional owners. We expect our costs for such services will be approximately $25,000.

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Quorum, Required Votes, Abstentions and Broker Non-Votes

Holders of a majority of the outstanding shares entitled to vote must be present at the 2026 Annual Meeting in order to have the required quorum for the transaction of business. Stockholders are counted as present at the 2026 Annual Meeting if they: (1) are duly registered to attend and vote their shares at the 2026 Annual Meeting, or (2) have properly submitted a proxy card by mail, or voted by telephone, or by using the Internet. If the shares present at the 2026 Annual Meeting do not constitute the required quorum, the 2026 Annual Meeting may be adjourned to a subsequent date for the purpose of obtaining a quorum.

The required votes to approve the proposals to be considered at the 2026 Annual Meeting are as follows:

●

Proposal 1. The affirmative vote of a plurality of the votes duly cast is required for the election of directors. As further described in Proposal One below, any nominee for director who receives a greater number of votes “Withheld” from his election than votes “For” his election will promptly tender his resignation to the Board following certification of the election results for the Board’s consideration.

●

Proposal 2. The affirmative vote of a majority of the shares of Common Stock entitled to vote thereon which are present in person by virtual attendance at the 2026 Annual Meeting or represented by proxy at the 2026 Annual Meeting is required to ratify the appointment of Ernst & Young LLP (“EY”) as our independent registered public accounting firm. While this vote is advisory and not binding on us or our Audit Committee, the Audit Committee intends to take into account the outcome of the vote when considering the appointment of EY.

●

Proposal 3. The affirmative vote of a majority of the shares of Common Stock entitled to vote thereon which are present in person by virtual attendance at the 2026 Annual Meeting or represented by proxy at the 2026 Annual Meeting is required to approve, on an advisory basis, the compensation of our named executive officers. While this vote is advisory and not binding on us or our Board, the Board and the Compensation Committee intend to take into account the outcome of the vote when considering future executive compensation arrangements.

Under the General Corporation Law of the State of Delaware, both abstaining votes and broker non-votes are counted as present and entitled to vote and are, therefore, included for purposes of determining whether a quorum is present at the 2026 Annual Meeting. An abstaining vote is not counted as a vote cast with respect to the election of directors, but has the same effect as a vote cast against each of the other proposals requiring approval by a majority of the shares of Common Stock entitled to vote thereon which are present in person by virtual attendance at the 2026 Annual Meeting or represented by proxy at the 2026 Annual Meeting. As a result, abstentions have the same effect as a vote against Proposals 2 and 3, and will have no effect on Proposal 1. A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner. A broker non-vote will have no effect on the outcome of the proposals. For purposes of ratifying our independent registered public accounting firm, brokers have discretionary authority to vote.

Stockholder List

A list of stockholders entitled to vote at the 2026 Annual Meeting will be available for examination by any stockholder for any purpose germane to the 2026 Annual Meeting during ordinary business hours at: 1555 Palm Beach Lakes Blvd., West Palm Beach, FL 33401 for the ten days prior to the 2026 Annual Meeting, and will be open to the examination of any stockholder of the Company for the duration of the 2026 Annual Meeting at http://meetnow.global/MAUDUJC.

Householding of Proxy Materials

Under the "householding" procedure approved by the SEC, we will deliver a single copy of the Notice and, if applicable, our printed proxy materials to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. This process reduces our printing costs, mailing costs and fees. Once you have received notice from your broker that they will be householding communications to your address, this process will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding, please notify your broker or direct your written request to: 1555 Palm Beach Lakes Blvd., West Palm Beach, FL 33401, Attention: Corporate Secretary. A separate copy of the Notice and, if applicable, our proxy materials will be delivered promptly in response to any such request. Stockholders who currently receive multiple copies of the Notice and, if applicable, our proxy materials at their address and would like to request householding should contact their brokers.

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PROPOSAL ONE

ELECTION OF DIRECTORS

Board Structure and Nominees

The Board currently consists of seven members. Under our Certificate of Incorporation and Bylaws, the Board has the authority to set the number of directors from time to time by resolution. At the 2025 annual meeting of stockholders, our stockholders approved an amendment and restatement of our Certificate of Incorporation, which has the effect of declassifying the Board pursuant to the following timeline:

Annual Meeting of Stockholders		Terms
2025		Class III directors elected to a three-year term.
2026		Class I directors to be elected to a three-year term.
2027		Class II directors to be elected to a three-year term.
2028		Class III directors to be elected to a two-year term.
2029		Class I directors to be elected to a one-year term.
2030 and beyond		All directors to be elected to a one-year term.

At the 2026 Annual Meeting, two Class I directors are to be elected to the Board. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the Board’s nominees, Victor K. Lee and Jeff Zhou. Mr. Lee and Mr. Zhou are standing for re-election to the Board. Each person nominated for election has agreed to serve if elected, and the Board has no reason to believe that any nominee will be unavailable or will decline to serve. In the event, however, that any nominee is unable or declines to serve as a director at the time of the 2026 Annual Meeting, the proxies will be voted for any nominee who is designated by the current Board to fill the vacancy. The term of office of each person elected as a Class I director will continue for three years or until his successor has been duly elected and qualified. If elected, the term for Mr. Lee and Mr. Zhou will expire at the 2029 annual meeting of stockholders.

Our directors are elected by a “plurality” vote. The nominees for each of the two Board seats to be voted on at the 2026 Annual Meeting receiving the greatest number of votes cast will be elected. Abstentions and shares held by brokers that are not voted in the election of directors will have no effect. In addition, we have adopted a corporate governance policy requiring each director nominee to submit a resignation letter if more “Withheld” than “For” votes are received. See “Director Voting Policy” for more details on this policy.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION TO THE BOARD OF EACH OF THE PROPOSED NOMINEES.

Information Regarding Nominees and Other Directors

The following table summarizes certain information regarding the nominees and our other directors:

Name	Age	Director Since	Principal Role
Michael Hsing	66	1997	Chairman of the Board, President and Chief Executive Officer
Herbert Chang (1)(2)	64	1999	Lead Independent Director
Eugen Elmiger (1)(3)	62	2012	Director
Victor K. Lee (2)	69	2006	Director / Nominee
Carintia Martinez (3)	60	2021	Director
Eileen Wynne (2)	60	2023	Director
Jeff Zhou (1)(2)	71	2010	Director / Nominee

(1)	Member of the Compensation Committee.
(2)	Member of the Audit Committee.
(3)	Member of the Nominating and Corporate Governance (“NCG”) Committee.

Nominees for Class I Directors Whose Terms Will Expire in 2026

Victor K. Lee has served on our Board since September 2006. Mr. Lee was a member of the board of directors at MoSys, Inc., a fabless semiconductor company, from June 2012 to June 2016. Mr. Lee served as Chief Financial Officer of Ambarella, Inc., a fabless semiconductor company, from August 2007 to March 2011. Mr. Lee holds a B.S. in Industrial Engineering and Operations Research and an M.B.A. from the University of California, Berkeley.

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Jeff Zhou has served on our Board since February 2010. Dr. Zhou is a retired business executive. Before his retirement, Dr. Zhou served as Executive Vice Chairman of MiaSolé, a developer of thin film solar technology, from 2018 to 2019. Dr. Zhou served as Chief Executive Officer of MiaSolé from 2013 to 2018. Dr. Zhou holds a Ph.D. degree in Electrical Engineering from the University of Florida.

Incumbent Class II Directors Whose Term Will Expire in 2027

Eugen Elmiger has served on our Board since October 2012. Mr. Elmiger currently serves as Chief Executive Officer of maxon Group, a provider of high precision electric drive systems, which position he has held since January 2011. Mr. Elmiger currently serves on the board of directors of Kardex, a global leader in automated storage solutions and material handling systems. Mr. Elmiger holds a B.S. in Electrical Engineering from the Lucerne (Horw) University of Applied Science and Art.

Eileen Wynne has served on our Board since February 2023. Ms. Wynne served as interim Chief Financial Officer of IDEX Biometrics ASA (“IDEX”), a provider of fingerprint identification technologies, from August 2022 to September 2023, and supported IDEX on a consulting basis from December 2020 to June 2024. From November 1999 to June 2019, Ms. Wynne held various managerial and senior roles at Analog Devices, Inc., a global semiconductor company, including Vice President and Chief Accounting Officer from May 2013 to June 2019, and interim Chief Financial Officer from March 2017 to September 2017. Ms. Wynne holds a B.A. in Financial Economics from St. Anselm College and an M.S. in Accounting from Bentley University. Ms. Wynne is an active Certified Public Accountant.

Incumbent Class III Directors Whose Term Will Expire in 2028

Michael Hsing has served on our Board and as our President and Chief Executive Officer since founding MPS in August 1997. Prior to founding MPS, Mr. Hsing was a Senior Silicon Technology Developer at several analog integrated circuits (“IC”) companies, where he developed and patented key technologies, which set new standards in the power electronics industry. Mr. Hsing is an inventor on numerous patents related to the process development of bipolar mixed-signal semiconductor manufacturing. Mr. Hsing holds a B.S.E.E. from the University of Florida.

Herbert Chang has served on our Board since September 1999. Mr. Chang is currently the general partner of GrowStar Partners Group Limited, which position he has held since July 2007. Mr. Chang is a venture capitalist and focuses on investing in companies in the semiconductor, telecommunications, networking, software and Internet industries. Mr. Chang serves on the board of directors of a number of private companies and a TWSE-listed company. Mr. Chang received a B.S. in geology from National Taiwan University and an M.B.A. from National Chiao Tung University in Taiwan.

Carintia Martinez has served on our Board since May 2021. Ms. Martinez currently serves as Chief Digital Information Officer of Automotive Cells Company, a developer of battery technology for electric vehicles, which position she has held since January 2025. From January 2024 to January 2025, Ms. Martinez served as Chief Information Officer of IHS Towers, a provider of shared communications infrastructure. From January 2018 to May 2023, Ms. Martinez served as Vice President, Chief Information Officer of Thales Alenia Space, a European aerospace manufacturer specializing in satellite systems. From February 2008 to December 2017, Ms. Martinez held various senior positions, including Vice President of Renault-Nissan Alliance Quality and Vice President of Information Systems for Marketing and Sales at Renault Group, a French automobile manufacturer. Ms. Martinez holds a master’s degree in Architecture and City Planning from Pontificia Universidade Católica do Paraná in Brazil, a master’s degree in Project Management from Université de Technologie de Compiègne in France, and a master’s degree in Urban Planning from Université Paris XII - Val de Marne and Ecole Nationale des Ponts et Chaussées in France.

There is no family relationship among any of our executive officers, directors and nominees.

Director Independence

At least annually, the NCG Committee reviews the independence of each non-employee director and makes recommendations to the Board, and the Board affirmatively determines whether each director qualifies as independent. Each director must keep the NCG Committee fully and promptly informed as to any development that may affect the director’s independence. The Board has determined that Herbert Chang, Eugen Elmiger, Victor K. Lee, Carintia Martinez, Eileen Wynne and Jeff Zhou are “independent” under the applicable listing standards of the NASDAQ Stock Market.

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Director Skills and Qualifications

Our Board includes seven members who are well-qualified to serve on the Board and represent our stockholders’ best interests. Our Board consists of directors who have the following characteristics:

●	Are seasoned executive leaders with strong corporate governance experience;

●	Possess a professional background that would enable the development of a deep understanding of our global business and operations;

●	Have strong interests in innovation and emerging technologies;

●	Have skills or experience in risk management and cybersecurity;

●	Have the ability to embrace our values and culture;

●	Are independent thinkers and work well together;

●	Have high ethical standards;

●	Possess sound business judgment and acumen; and

●	Are willing to commit their time and resources necessary for the Board to effectively fulfill its responsibilities.

We believe that each of the directors possesses these attributes. In addition, the directors bring to the Board a breadth of experience, including extensive financial and accounting expertise, public company board experience, knowledge of the semiconductor business and related technologies, broad global business experience, extensive operational and strategic planning experience, and the ability to assess and manage business risks, including risks related to cybersecurity, information technology and artificial intelligence (“AI”), in complex, high-growth global companies. The Board and the NCG Committee believe the skills, qualities, attributes, experience and a mix of backgrounds of our directors provide us with a broad range of perspectives to effectively address our evolving needs and represent the best interests of our stockholders.

The following table highlights the specific key qualifications, business skills, experience and attributes that each of the directors brings to the Board:

	Michael Hsing	Herbert Chang	Eugen Elmiger	Victor K. Lee	Carintia Martinez	Eileen Wynne	Jeff Zhou
Executive leadership	●	●	●	●	●	●	●
Corporate governance	●	●	●	●	●	●	●
Global business and operations	●	●	●	●	●	●	●
Innovation and technologies	●	●	●	●	●	●	●
Risk management	●	●	●	●	●	●	●
Cybersecurity	●	●	●		●		●
Finance and accounting expertise	●	●	●	●		●	●
Human capital management	●	●	●	●	●	●	●

Michael Hsing

Mr. Hsing, founder of MPS, is a visionary in power management technology as well as a strong leader, motivator and successful entrepreneur. Mr. Hsing provides the Board with valuable insight into management’s perspective with respect to our operations, and provides the Board with the most comprehensive view of our operational history. Under his leadership, we have experienced significant revenue growth and profitability. Since our initial public offering in 2004, stockholder value measured by market capitalization has increased significantly. Having worked in the semiconductor industry for over 40 years, Mr. Hsing’s vision, insight and experience enable him to understand and expand the markets we serve, control costs effectively, assess and manage business risks, including risks related to information technology, AI, cybersecurity and supply chain, and enhance our technology advantages for our products, which have helped fuel our growth and created value for our stockholders. Based on the Board’s identification of these qualifications, skills and experiences, the Board has concluded that Mr. Hsing should serve as a director of MPS.

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Herbert Chang	Mr. Chang has been a member of the Board since 1999, which gives him significant knowledge of our business and history. We also continue to benefit from the broad experience gained by Mr. Chang through his numerous successful investments in both public and private high-tech companies. Mr. Chang has served on several boards of the companies in which he has invested, which has given him significant leadership skills, risk management, corporate governance and oversight experience. In addition, through these board and investor responsibilities, as well as his tenure on the Board, Mr. Chang has developed a deep knowledge of our industry, our operations, and the accompanying complex financial transactions and controls necessary for us to succeed. Mr. Chang’s financial expertise has also helped the Board analyze significant complex financial transactions that we have considered from time to time. Mr. Chang also has important international experience based on his educational background and work experience in the countries where we do business. Based on the Board’s identification of these qualifications, skills and experiences, the Board has concluded that Mr. Chang should serve as a director of MPS.

Eugen Elmiger	Mr. Elmiger is a seasoned business executive with over 30 years of experience, including extensive international marketing, sales and product management expertise, executive board experience, knowledge of high-tech component business and technology, and operational and strategic planning experience, including the oversight of information technology, AI and cybersecurity, in complex, high-growth global companies. This experience allows him to contribute his valuable executive leadership talent, risk management and understanding of international business to Board deliberations and oversight duties. His industrial, medical and automotive background is a valuable asset to the Board as we expand our business in these markets. Based on the Board’s identification of these qualifications, skills and experiences, the Board has concluded that Mr. Elmiger should serve as a director of MPS.

Victor K. Lee	Mr. Lee is an audit committee financial expert on the Audit Committee of the Board. He has been the Chief Financial Officer at several public and private companies, and has worked in the semiconductor industry for over 40 years. Mr. Lee is familiar with not only the inner workings of the semiconductor industry, but also has intimate knowledge of the financial issues and business risks that semiconductor companies often face. His experience has allowed him to understand the broad issues, in particular those affecting the financial and accounting aspects of our business, that the Board must consider and to make sound recommendations to management and decisions by the Board. Mr. Lee also provides the Board with valuable insight into financial management, risk management, internal controls, disclosure issues and tax matters relevant to our business. Based on the Board’s identification of these qualifications, skills and experiences, the Board has concluded that Mr. Lee should serve as a director of MPS.

Carintia Martinez	Ms. Martinez brings to the Board a diverse background with more than 30 years of information systems and technology experience, including serving as Chief Information Officer in high-growth, multinational companies in the telecommunications, aerospace and automotive industries. The Board believes that Ms. Martinez’s valuable executive leadership talent, risk management experience, including the oversight of information technology, AI and cybersecurity, diverse background, and understanding of complex international business issues allow her to bring new perspectives, ideas and outlooks to the Board. Based on the Board’s identification of these qualifications, skills and experiences, the Board has concluded that Ms. Martinez should serve as a director of MPS.

Eileen Wynne	Ms. Wynne is an audit committee financial expert on the Audit Committee of the Board. Ms. Wynne brings to the Board a diverse background with finance, operational and risk management experience in high-growth, multinational companies. Ms. Wynne has been the Chief Accounting Officer at a global semiconductor company and has worked in the semiconductor industry for 20 years. Ms. Wynne is familiar with not only the inner workings of the semiconductor industry, but also has intimate knowledge of the financial and accounting issues and business risks that semiconductor companies often face. The Board believes that Ms. Wynne’s valuable executive leadership talent, financial oversight expertise, and understanding of complex international business and manufacturing issues in the semiconductor sector allow her to bring new perspectives, ideas and outlooks to the Board. Based on the Board’s identification of these qualifications, skills and experiences, the Board has concluded that Ms. Wynne should serve as a director of MPS.

Jeff Zhou	Dr. Zhou is a senior business executive with over 40 years of industry experience at large, multinational corporations with global footprints. Dr. Zhou has an extensive background in the global manufacturing, electronics and renewable energy industry. This experience allows him to contribute his valuable executive leadership talent, risk management skills, including the oversight of information technology, AI and cybersecurity, and understanding of international business to Board deliberations and oversight duties. Based on the Board’s identification of these qualifications, skills and experiences, the Board has concluded that Dr. Zhou should serve as a director of MPS.

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Board Leadership Structure

The Board currently consists of seven members, six of which the Board has determined are independent.

Leadership Structure. Our current leadership structure and governing documents permit the roles of Chairman and Chief Executive Officer to be filled by the same or different individuals. Should the Board determine that it remains in the best interests of MPS and its stockholders that the Chief Executive Officer serve as Chairman, the independent members of the Board then elect a Lead Independent Director.

The Board has currently determined that it is in the best interests of MPS and its stockholders to have Michael Hsing, our President and Chief Executive Officer, serve as Chairman, coupled with an active Lead Independent Director. As such, Mr. Hsing holds the position of Chairman, President and Chief Executive Officer, and the Board has designated one of the independent directors, Mr. Chang, as the Lead Independent Director. Our Lead Independent Director is appointed by the Board on an annual basis. The Board believes our leadership structure, with its strong emphasis on Board independence, an active Lead Independent Director, and strong Board and committee involvement, provides sound and robust oversight of management, and provides a counterbalance to the management perspective provided by Mr. Hsing during Board deliberations.

The Board considers and discusses the Board leadership structure every year. As part of this evaluation process, the Board reviews its leadership structure and whether combining or separating the roles of Chairman and Chief Executive Officer is in the best interests of MPS and our stockholders. The Board also considers:

●	The effectiveness of the policies, practices and people in place at MPS to help ensure strong, independent Board oversight;

●	MPS’s performance and the effect the leadership structure could have on its performance;

●	The Board’s performance and the effect the leadership structure could have on the Board’s performance;

●	The Chairman’s performance in the role;

●	The views of MPS’s stockholders; and

●	The practices at other companies and trends in governance.

While we recognize that different board leadership structures may be appropriate for different companies, we believe that our current Board leadership structure is optimal for us. Our leadership structure demonstrates to our employees, suppliers, customers, stockholders and other stakeholders that we are governed by strong, balanced leadership, with a single person setting the tone and consistent message for the Board and management and having primary responsibility for managing our day-to-day operations, with appropriate oversight and direction from our Lead Independent Director and other independent directors. This message is increasingly important as we continue to seek to achieve success through new product releases and business growth. We also believe that our leadership structure sends the message that we value strong, independent oversight of our management operations and decisions in the form of our Lead Independent Director and other independent directors. Further, having a single leader for both MPS and the Board eliminates the potential for strategic misalignment or duplication of efforts, and provides clear leadership for us.

Benefits of Combined Leadership Structure. The Board believes that MPS and our stockholders have been best served by having Mr. Hsing in the role of Chairman and Chief Executive Officer for the following reasons:

●	Mr. Hsing is most familiar with our business and the unique challenges we face. Mr. Hsing’s day-to-day insight into our challenges facilitates timely deliberation by the Board on important matters;

●

Mr. Hsing has and will continue to identify agenda items and lead effective discussions on the important matters affecting us. Mr. Hsing’s knowledge and extensive experience regarding our operations and the highly competitive semiconductor industry in which we compete position him to identify and prioritize matters for Board review and deliberation;

●

As Chairman and Chief Executive Officer, Mr. Hsing serves as an important bridge between the Board and management and provides critical leadership for carrying out our strategic initiatives and confronting our challenges. The Board believes that Mr. Hsing brings unique, stockholder-focused insights to assist MPS to most effectively execute its strategy and business plans in the best interests of our stockholders;

●	The strength and effectiveness of the communications between Mr. Hsing, as our Chairman, and Mr. Chang, as our Lead Independent Director, as well as our other independent directors, result in comprehensive Board oversight of the issues, plans and prospects of MPS; and

●	This leadership structure provides the Board with more complete and timely information about MPS, a unified structure and consistent leadership direction internally and externally and provides a collaborative and collegial environment for Board decision making.

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Lead Independent Director Responsibilities. As the Lead Independent Director, Mr. Chang’s primary roles and responsibilities include:

●	Reviewing meeting agendas;

●	Reviewing schedules and information sent to the Board;

●	Retaining independent advisors on behalf of the Board, or committees, as the Board may determine is necessary or appropriate;

●	Assuring that there is sufficient time for discussion of all meeting agenda items;

●	Consulting and communicating with independent directors and with the Chief Executive Officer/Chairman of the Board, as appropriate;

●	Performing such other functions as the independent directors may designate from time to time;

●	Presiding at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors; and

●	Calling and leading meetings of independent directors.

Our independent directors meet in executive session during a portion of regularly scheduled Board or committee meetings, and otherwise as needed. Our Lead Independent Director presides over meetings of our independent directors and we believe that these meetings help to ensure an appropriate level of independent scrutiny of the functioning of MPS and the Board.

Annual Board and Committee Evaluations

Our Board recognizes that conducting constructive annual performance evaluations of the Board, the Board committees and our directors is an essential part of sound corporate governance practices and board effectiveness. The Board has a formal annual evaluation process that is intended to: (i) determine whether the Board, its committees, and the directors are working cohesively and effectively, (ii) measure individual director performance, and (iii) provide an opportunity to identify, and act on, areas for improvement. Apart from the annual evaluation, directors are also encouraged to provide ongoing feedback to our Lead Independent Director and/or the chair of the NCG Committee.

The annual evaluation process generally involves the following steps:

●

Planning and Oversight. The NCG Committee is responsible for overseeing the annual Board, committee and director evaluation process and determining the scope of, and best approach to, the evaluation. Incorporating input from our stockholders throughout the year, the NCG Committee develops questions and a list of concepts designed to cover a wide range of Board, committee, governance and individual director performance topics.

●

Interviews and Evaluations. To maintain objective perspectives and allow for more candid discussions, the NCG Committee appoints an outside law firm to conduct detailed one-on-one interviews with individual directors, which incorporate, but are not limited to, the questions and concepts developed by the NCG Committee. These discussions and the results of the evaluations are anonymous to promote candor and openness throughout the process. The primary responsibility of the outside law firm is to facilitate the process, collect feedback, analyze and report the results, offer insight regarding best governance practices, and provide recommendations to the General Counsel and Corporate Secretary and the NCG Committee.

●

Assessment of Results. Following the completion of the interviews and synthesis of the feedback, the outside law firm presents the results to the NCG Committee and the other independent members of the Board, either directly or through the General Counsel and Corporate Secretary. This evaluation process allows the NCG Committee and the other independent members of the Board to assess the strength of the Board, its committees and each individual director, and areas of potential improvement.

●

Action Plans. Based on the results of the evaluation and the recommendations of the NCG Committee, and taking into consideration the recommendations of the outside law firm, the Board determines whether to implement changes or updates to the policies, procedures and practices of the Board or any committee, as well as any suggestions or actions regarding individual director performance. If warranted, the Board would direct the NCG Committee to create an action plan to incorporate changes and provide status updates in subsequent Board meetings.

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Board Tenure

Currently, the average tenure of our independent Board members is approximately 14 years. Our Board consists of a mix of longer-term directors and two directors who have joined our Board since 2021. The Board believes that this mix of tenures promotes an appropriate balance of experiences and allows the Board to benefit from both directors with extensive understanding and institutional knowledge of our business and recently appointed directors with new viewpoints and perspectives.

Board Meetings and Committees

The Board held a total of four meetings during 2025, and all directors attended at least 75% of the meetings of the Board and the committees upon which such director served.

Audit Committee. The Board has a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act, which currently consists of four members: Herbert Chang, Victor K. Lee, Eileen Wynne and Jeff Zhou. Ms. Wynne is the chair of the Audit Committee. The primary responsibilities of the Audit Committee are to:

●	Provide oversight of our accounting and financial reporting processes and the audit of our financial statements;

●	Appoint the independent registered public accounting firm to audit our financial statements;

●	Assist the Board in the oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications, independence and performance, and our internal accounting and financial controls; and

●	Provide to the Board such information and materials as it may deem necessary to make the Board aware of financial matters requiring the attention of the Board.

The Board has determined that Mr. Lee and Ms. Wynne are “audit committee financial experts,” as defined under the rules of the SEC, and all members of the Audit Committee are “independent” in accordance with the applicable SEC regulations and the applicable listing standards of NASDAQ and are financially literate. The Audit Committee held four meetings during 2025. The Audit Committee acts pursuant to a written charter adopted by the Board, which is available in the “About MPS - Investor Relations – Corporate Governance” section of our website at http://www.monolithicpower.com.

Compensation Committee. The Board has designated a Compensation Committee consisting of three members: Herbert Chang, Eugen Elmiger and Jeff Zhou. Mr. Elmiger is the chair of the Compensation Committee. The primary responsibilities of the Compensation Committee are to:

●	Provide oversight of our compensation policies, plans and benefits programs;

●	Assist the Board in the oversight of the compensation of the executive officers, and evaluation and approval of the executive officer compensation plans, policies and programs;

●	Assist the Board in administering our equity compensation plans; and

●	Provide oversight of our practices and compliance efforts with respect to executive compensation policies and programs, as well as human capital management, under our environmental, social and governance initiatives.

Subject to applicable law, the Compensation Committee may form and delegate authority to subcommittees when appropriate, and may delegate certain equity grant and equity administration authority under our equity plans to one or more of our officers or to committees of the Board or subcommittees of the Compensation Committee. All members of the Compensation Committee are “independent” in accordance with the applicable listing standards of NASDAQ. The Compensation Committee held four meetings during 2025. The Compensation Committee acts pursuant to a written charter adopted by the Board, which is available in the “About MPS - Investor Relations – Corporate Governance” section of our website at http://www.monolithicpower.com.

NCG Committee. The Board has designated an NCG Committee consisting of two members: Eugen Elmiger and Carintia Martinez. Ms. Martinez is the chair of the NCG Committee. The primary responsibilities of the NCG Committee are to:

●	Review the composition and qualifications of the Board, recommend director nominees for the selection of the Board, and evaluate director compensation;

●	Review the composition of committees of the Board and recommend persons to be members of such committees;

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●	Develop overall governance guidelines and practices and oversee the overall performance of the Board, including the annual Board evaluations;

●

Recommend to the Board whether to accept or reject a tendered director resignation, or take other action, in circumstances where a director receives a greater number of “Withheld” votes than “For” votes in an uncontested election of directors as set forth in the director voting policy adopted by the Board;

●	Review our practices, policies, strategies and disclosures with respect to environmental sustainability issues, social initiatives and corporate governance; and

●	Review our cybersecurity program, including policies, practices, internal controls and management of information security risks.

All members of the NCG Committee are “independent” in accordance with the applicable listing standards of NASDAQ. The NCG Committee held four meetings in 2025. The NCG Committee acts pursuant to a written charter adopted by the Board, which is available in the “About MPS - Investor Relations – Corporate Governance” section of our website at http://www.monolithicpower.com.

The information contained on our website is not intended to be part of this Proxy Statement and is not incorporated by reference into this Proxy Statement.

Board Oversight of Risks

The Board is primarily responsible for the oversight of risks that could affect MPS. The Board believes that a fundamental part of risk management is understanding the risks that we face, monitoring these risks, and adopting appropriate controls and mitigation activities for such risks. We believe that the risk management areas that are critical to our long-term success primarily include product development, supply chain and quality, regulations and legal compliance, environmental, social and governance initiatives, executive compensation programs, sales and promotions, accounting, tax and treasury, and business development, as well as protection of our assets (financial, intellectual property and cybersecurity), all of which are managed by senior executive management reporting directly to our Chief Executive Officer. Our Board members have extensive experience in risk oversight arising from their current or prior experience as chief executive officers, chief financial officers, chief information officers, as well as other senior leadership positions or board members of other companies with responsibility for risk oversight obligations. As such, the Board believes that its members are qualified and experienced at identifying and addressing risk throughout our operations.

While the full Board has retained responsibility for general oversight of risk, the Board’s oversight is conducted principally through the committees of the Board. The Board satisfies its responsibility by requiring each committee chair to regularly report the committee’s considerations and actions, including risk oversight, as well as by requiring officers responsible for oversight of particular risks to submit regular reports. As these reports are submitted independent of review by Mr. Hsing, the Board believes that its leadership structure has no impact on the conduct of its risk oversight function other than to reinforce the involvement of the Board in ongoing management of MPS.

The following table outlines the specific risk oversight responsibilities of each committee:

Committee		Primary Areas of Risk Oversight
NCG		● Assess risks and compliance related to corporate governance matters, including our policies and principles, our Board structure, membership and independence, and stockholder rights. ● Evaluate exposures and risks related to cybersecurity, data privacy and information technology security and controls. ● Assess risks arising from environmental and social initiatives, including climate-related risks.

Compensation		● Assess risks related to our compensation programs and practices. ● Oversee risks related to human capital management.

Audit		● Oversee accounting policies and internal controls, and evaluate enterprise risks associated with financial reporting, accounting, auditing and tax matters. ● Assess financial risks relating to our cash management and investment programs.

Our senior management team, which conducts our day-to-day risk management, is responsible for assisting the Board and the committees with its risk oversight function. At its regularly scheduled meetings, the Board and the committees require officers responsible for oversight of particular risks to submit updates and reports on business matters including operational and environmental, social and governance issues, financial results, cybersecurity and information security, and business outlook and strategy. These updates enable our Board and the committees to discuss enterprise risks with our senior management on a regular basis, including as a part of its annual strategic planning process and annual budget review.

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In addition to requiring regular reporting from committees and officers, the Board also receives reports from third-party advisors in order to maintain oversight of risks that could affect us, including our independent auditors, outside counsel, compensation consultants and others. These advisors are consulted on a periodic basis, and as particular issues arise, in order to provide the Board and the committees with the benefit of independent expert advice and insights on specific risk-related matters.

We believe the division of risk management responsibilities described above is an effective approach for addressing the risks facing us and that the Board leadership structure supports this approach.

Nomination Process

The Board has adopted guidelines for the identification, evaluation and nomination of candidates for director. If the NCG Committee wishes to identify new independent director candidates for Board membership, it is authorized to retain and approve fees of third-party search firms to help identify prospective director nominees. It is the practice of the Board that our Lead Independent Director interviews each Board candidate.

The NCG Committee focuses on skills, expertise or background that would complement the existing Board, recognizing that our businesses and operations are diverse and global in nature. While there are no specific minimum qualifications for director nominees, the ideal candidate should (a) exhibit independence, integrity, and qualifications that will increase overall Board effectiveness, and (b) meet other requirements as may be required by applicable rules, such as financial literacy or expertise for audit committee members.

The policy of the NCG Committee is to consider properly submitted stockholder nominations for candidates to serve on the Board. Stockholders who wish to nominate a candidate for election to the Board, including nominations using proxy access, must comply with the procedures set forth in our Bylaws. Refer to “Procedure for Submitting Stockholder Proposals and Director Nominations” for further details.

The NCG Committee uses the same process for evaluating all nominees, regardless of the original source of the nomination. After completing its review and evaluation of director candidates, the NCG Committee recommends to the Board the director nominees for selection.

Stockholder Communications

The Board provides a process by which stockholders may communicate directly with the Board or one or more of its members. You may contact any of our directors by writing to them using the following methods:

By e-mail:

corporate.secretary@monolithicpower.com

By mail:

Monolithic Power Systems, Inc.

Attn: Corporate Secretary

1555 Palm Beach Lakes Blvd.

West Palm Beach, Florida 33401

Any stockholder communications to the Board will first go to the Corporate Secretary, who will log the date of receipt of the communication as well as the identity of the correspondent in our stockholder communications log. The Corporate Secretary will review, summarize and, if appropriate, draft a response to the communication in a timely manner. The Corporate Secretary will then forward copies of the stockholder communication to the Board member(s) (or specific Board member(s) if the communication is so addressed) for review, provided that such correspondence concerns the functions of the Board or its committees, or otherwise requires the attention of the Board or its members.

Attendance at Annual Meetings of Stockholders by the Board of Directors

We do not have a formal policy regarding attendance by members of the Board at our annual meetings of stockholders. One Board member attended the 2025 annual meeting of stockholders.

Code of Ethics and Business Conduct

We have adopted a Code of Ethics and Business Conduct, which is applicable to our directors and employees, including our principal executive officer, principal financial officer, principal accounting officer, controller or persons performing similar functions. The Code of Ethics and Business Conduct is available in the “About MPS - Investor Relations – Corporate Governance” section of our website at http://www.monolithicpower.com. We will disclose on our website any amendment to the Code of Ethics and Business Conduct, as well as any waivers of the Code of Ethics and Business Conduct that are required to be disclosed by the rules of the SEC or NASDAQ.

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Policy on Hedging and Other Transactions

We have adopted a policy that prohibits our directors, officers (including our named executive officers), and other employees from engaging in hedging or monetization transactions with respect to our stock that they obtained through our plans or otherwise, without prior approval by our Insider Trading Compliance Officer. We also prohibit our directors and officers (including our named executive officers) from engaging in any short sales of our stock. In addition, our directors and officers are prohibited at all times from holding our stock in a margin account and from pledging our stock as collateral. The policy is included in our Insider Trading Policy, which is available in the “About MPS - Investor Relations – Corporate Governance” section of our website at http://www.monolithicpower.com.

Director Voting Policy

We have adopted a director voting policy, which is available in the “About MPS - Investor Relations – Corporate Governance” section of our website at http://www.monolithicpower.com. The policy establishes that any director nominee who receives more “Withheld” votes than “For” votes in an uncontested election held in an annual meeting of stockholders shall promptly tender his or her resignation. The disinterested directors of the Board, upon the recommendation of the NCG Committee, will then evaluate the relevant facts and circumstances and make a decision, within 90 days after the election, on whether to accept the tendered resignation. The Board will promptly publicly disclose its decision and, if applicable, the reasons for rejecting the tendered resignation.

Director Time Commitment Policy

We have adopted a director time commitment policy, which can be found in the “About MPS - Investor Relations – Corporate Governance” section of our website at http://www.monolithicpower.com. Directors are expected to devote the time and attention necessary to fully discharge their responsibilities as members of the Board and on each committee on which they serve. The policy also sets the following guidelines on the number of public company board seats our directors can serve on:

●	No director may serve on more than five public company boards (including the Board);
●	No director who is an executive officer of a public company may serve on more than two public company boards (including the Board); and
●	No director who is a chair of a public company board may serve on more than three public company boards (including the Board).

The policy is subject to a waiver of such restrictions by a majority of disinterested members of the Board.

2025 Director Compensation

Analysis of 2025 Compensation Elements

For 2025, the Board engaged Radford, an independent compensation consultant, to review our non-employee director compensation. In its analysis, Radford gathered market data relating to the amount and type of compensation paid by our peer group for 2025 (see “Named Executive Officer Compensation — Peer Group and Use of Peer Data” for more information on the selection of the peer group). Based on its review of this market study and recommendations by Radford, the Board approved the following compensation program for our non-employee directors for service in 2025:

Fee Description	FY 2025 ($)		FY 2024 ($)		Change
Annual Board retainer fee		85,000		85,000		0	%
Lead Independent Director fee		40,000		40,000		0	%
Compensation Committee chairperson fee		20,000		20,000		0	%
Compensation Committee membership fee (excluding chairperson)		10,000		10,000		0	%
NCG Committee chairperson fee		15,000		15,000		0	%
NCG Committee membership fee (excluding chairperson)		7,500		7,500		0	%
Audit Committee chairperson fee		30,000		30,000		0	%
Audit Committee membership fee (excluding chairperson)		15,000		15,000		0	%
Restricted stock unit (“RSU”) grant to new directors		220,000		220,000		0	%
Annual RSU grant to incumbent directors		220,000		220,000		0	%

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The initial grant of RSUs to new directors vests as to 50% of the underlying shares of Common Stock on each of the first and second anniversaries of the date of grant. The annual grant of RSUs to incumbent directors vests as to 100% of the underlying shares of Common Stock on the first anniversary of the date of the grant. All awards will become fully vested in the event of a change in control.

All of our non-employee directors are subject to stock ownership guidelines that are described below in “Named Executive Officer Compensation — Compensation Discussion and Analysis — Stock Ownership Guidelines.”

The following table sets forth the total compensation for each non-employee director for services rendered in 2025. Mr. Hsing, who is our employee, does not receive additional compensation for his service as a director. Mr. Hsing’s compensation is reflected in “Named Executive Officer Compensation - 2025 Summary Compensation Table.”

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)		Total ($)
Herbert Chang		150,000		219,857		369,857
Eugen Elmiger		112,500		219,857		332,357
Victor K. Lee		103,750		219,857		323,607
Carintia Martinez		100,000		219,857		319,857
Eileen Wynne		111,250		219,857		331,107
Jeff Zhou		110,000		219,857		329,857

(1)

The amount reflects the aggregate grant date fair value of the RSUs granted to each director in 2025, computed in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 718. The grant date fair value was calculated using the closing price of our Common Stock on February 4, 2025, the date of grant for such awards. Assumptions used in the calculation of these amounts are set forth in Note 1 and Note 8 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 27, 2026 (the “2025 Annual Report”).

The following table summarizes the number of shares of our Common Stock that are subject to unvested RSU awards held by each of the non-employee directors as of December 31, 2025. There were no outstanding stock option awards as of December 31, 2025.

Name	Stock Awards (#)
Herbert Chang		335
Eugen Elmiger		335
Victor K. Lee		335
Carintia Martinez		335
Eileen Wynne		335
Jeff Zhou		335

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CORPORATE SOCIAL RESPONSIBILITY

Since MPS was founded in 1997, one of our core values has been to run a responsible and responsive business for the long term. We believe that positive environmental, social and governance business practices strengthen our company and foster strong relationships with our stockholders, employees, business partners and communities where we operate. We are committed to making our business sustainable and our stakeholders engaged by maintaining strong environmental, social and governance practices and policies.

Environmental, Social and Governance Oversight

We believe that effective oversight is essential to ensure our environmental, social and governance practices and policies are aligned with our business strategy and serve the long-term interests of our stockholders and other stakeholders. Our Board is actively engaged on environmental, social and governance matters and has the ultimate responsibility on the oversight, management and implementation of our program. In its oversight role, our Board primarily focuses on:

●	Assessing risks and opportunities and the impact of our strategy on our business and operations.

●	Setting measurable and rigorous goals, monitoring progress and reviewing status reports.

●	Establishing management accountability for performance.

●	Reviewing our reporting processes and controls.

●	Overseeing our engagement and communications strategy with our stockholders and other stakeholders.

Our Board has assigned oversight responsibilities of our compliance efforts to its committees, and receives reports and updates from each committee:

Committee		Primary Oversight Responsibilities
NCG	●	Provide oversight of overall strategy, performance and risk assessments related to our program, including environmental and social initiatives, cybersecurity and corporate governance matters.

Compensation	●	Establish executive accountability through compensation policies and programs, and oversee human capital management.

Audit	●	Oversee reporting, internal controls and disclosure requirements pursuant to regulatory standards.

Our Environmental, Social and Governance Steering Committee is responsible for the day-to-day management of our program and consists of a cross-functional group that includes two senior executives and leaders from Legal and Compliance, Information Technology, Facilities, Operations, Procurement, Quality Assurance, Product Line, Human Resources, Finance, Supply Chain Management, and Environmental, Health and Safety. Under the supervision of the Board committees, the Steering Committee’s primary role is to: (a) manage the execution of our strategy, (b) develop and implement initiatives and policies, (c) drive performance, (d) oversee communications with employees, customers, suppliers, regulators and other stakeholders, and (e) monitor and assess regulatory developments and trends. The Steering Committee updates our NCG Committee on a quarterly basis, and our other committees as appropriate. These updates provide the Board committees with the opportunities to evaluate our priorities, performance against our goals, and regulatory requirements.

Environmental, Social and Governance Initiative Highlights

For a complete description of our priorities, initiatives and goals, please refer to our Corporate Responsibility Report, which is available on our website at https://www.monolithicpower.com/en/about-mps/investor-relations/esg-report.html. The information contained in our Corporate Responsibility Report and on our website is not intended to be part of this Proxy Statement and is not incorporated by reference into this Proxy Statement.

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Environmental Sustainability

Pursuant to our Environmental and Climate Change Policy, we seek to responsibly protect the environment and conserve natural resources by implementing sustainability programs and solutions, engaging partners across our value chain, and setting ambitious goals that we believe will help minimize the environmental impacts from our products and operations.

●

Carbon Footprint

In May 2023, the Board set a long-term goal to reduce our Scope 1 and Scope 2 greenhouse gas (“GHG”) emissions by 40% by the end of 2030, against the 2022 baseline of 29,402 metric tons of carbon dioxide equivalent. Our Scope 1 and Scope 2 GHG emissions inventory, which is determined using the operational control approach under the GHG Protocol, covers all global operations and is annually verified by an independent GHG data assurance firm. We plan to achieve the 40% reduction target by implementing the following initiatives, among others: (a) powering our operations with renewable electricity, (b) adopting measures to reduce refrigerant emissions in our facilities, and (c) completing other energy-efficient projects. At the end of 2025, we have reduced our Scope 1 and Scope 2 GHG emissions by 21% compared to the 2022 baseline.

In addition, we are developing our methodologies and data collection processes to assess our Scope 3 emissions and expect to complete a preliminary assessment for 2026.

●

Renewable Energy

Our goal is to increase renewable energy sources as part of our GHG emissions reduction strategy. We will continue to procure reliable energy supplies, including renewable resources where available, that are cost-effective and align with our business needs and environmental objectives. In May 2023, the Board set a long-term goal to power our global operations with a minimum 75% renewable electricity by the end of 2026. At the end of 2025, our global operations were powered by 53% renewable electricity.

●

Waste

We continue to look for opportunities to minimize waste generation, most of which is produced at our testing facilities. In 2025, we reduced the amount of waste we generated by 10% compared to 2024, and 94% of our waste from global operations was recycled or composted. Hazardous waste represents a small fraction of our overall waste, and we are focused on managing our hazardous waste by working closely with our vendors to identify and implement additional recycling programs.

●

Product Design

Our products play a critical role in powering data center infrastructure. In our product design, we focus on features that deliver new capabilities while improving performance and energy efficiency. As a result of increasingly intensive computing applications such as AI, customers are looking for sustainable solutions that maximize power density in data centers. Using our proprietary power conversion technology, we are developing power modules with higher power density per rack that will decrease the physical footprint on the motherboards. This power density improvement will enable more computing power in less space, which will result in energy savings in data centers.

●

Sustainable Operations

As part of our goal to achieve sustainable, energy-efficient operations, we have implemented various green technologies in our facilities, including solar panels and electric vehicle charging stations. Globally, we have approximately 33,500 square feet of solar panels, which generated 430 MWh of electricity, with 87 metric tons of carbon dioxide equivalent savings in 2025. We also have 98 EV charging stations in various locations, available free of charge to employees.

Social

Through our social initiatives, we maintain a workplace that values a broad range of backgrounds, a healthy and safe environment, innovative thinking and professional growth. In addition, we conduct our business in a manner that respects the rights and dignity of all people, and we expect our business partners to uphold these principles as well. We also aim to give back to our local communities through our charitable foundation.

●

Equity and Inclusion

Our mission is to create an inclusive workplace that supports all employees. We provide unconscious bias trainings for managers and human resources employees administered by independent third parties to ensure that we promote an environment of inclusivity. In our most recent pulse survey, approximately 89% of our employees said they were valued and treated with respect.

We file our EEO-1 report each year and publish the data publicly. In 2025, women made up approximately 41% of our worldwide workforce. In the U.S., employees belonging to minority groups accounted for 70% of our workforce. We recruit new talent from a broad range of university recruitment programs and employment websites.

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Training and Development

We encourage our employees to learn, innovate and grow their careers by providing them with access to various learning tools and resources to develop their business skills and knowledge. As part of our efforts to invest in employee growth and development, we maintain an online learning management system that offers a comprehensive library of training courses on topics including business and leadership, career and technical skill development, ethical standards, health and safety, cybersecurity, human rights and compliance.

●

Human Rights

Under our Code of Social Responsibility, we adhere to the standards established in the Universal Declaration of Human Rights and strictly prohibit human trafficking and the use of forced, slave or child labor in any form. We expect our employees and business partners to abide by these principles. Under our Supplier Code of Conduct, which aligns with Responsible Business Alliance’s Code of Conduct, we require our suppliers to maintain sound business ethics and labor practices that are in compliance with applicable laws and regulations. Failure by any of our suppliers to comply with our Supplier Code of Conduct may result in termination of our business relationship with such supplier.

●

Our Communities

We believe in being an active corporate citizen and making a positive impact on communities where we do business. Through the MPS Charitable Foundation, we are committed to supporting a broad range of non-profit organizations that focus on academic research, environmental stewardship, performing arts, healthcare, food banks, youth programs, and educational and career opportunities with monetary contributions or investments. In 2025, we contributed $9.3 million to the MPS Charitable Foundation, which has made donations to organizations including University of Florida, University of Washington, Silicon Valley Leadership Group Foundation, Out Teach, and Virginia Mason Foundation.

Governance

Our overall governance framework is designed to promote strong oversight, create Board and management accountability, protect the rights of stockholders, and demonstrate our commitment to transparency and independence. We believe that strong corporate governance is important for our long-term success and ensures that we manage risks effectively while achieving our sustainability and social priorities.

●

Stockholder Rights

We demonstrate our responsiveness to our stockholders by providing them with numerous avenues to discuss our business and governance policies with the management team and the Board. We conduct outreach each year with our stockholders to solicit feedback on best corporate governance practices. These discussions allow our Board to address topics and implement changes that are important to our stockholders. For example, our governance structure provides stockholders with meaningful rights, including proxy access and the ability to call a special meeting, if certain eligibility requirements are met.

●

Board Composition

Our Board consists of members with a wide variety of skills, industry experiences, tenures and backgrounds. We believe a balanced and cohesive Board is critical in facilitating strong oversight, fostering diverse and new perspectives, as well as supporting the achievement of MPS’s long-term objectives. Currently, five of our seven directors are ethnically diverse, and two of our directors are female. In addition, two of our directors were first appointed within the past five years.

Stockholder Engagement

During 2025, we continued our practice of proactive stockholder engagement regarding important matters including governance, executive compensation, and environmental and social topics. Our management team, including our Chief Financial Officer and General Counsel, and our NCG Committee chair extended invitations to our largest institutional stockholders and had the opportunity to speak with stockholders representing approximately 47% of our total shares outstanding as of the record date in 2025. Subsequent to these meetings, our management team, the Board and its committees thoughtfully evaluated information gathered from our engagement process, together with feedback and input from our independent compensation consultant, when making decisions for the next 12 months.

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The following table summarizes the changes we have implemented, based on the key issues raised by our stockholders:

What We Heard from Stockholders		How We Responded
Corporate Governance	● The Board should continue to establish policies and practices that will help support the Board’s dynamics and effectiveness and promote stockholder rights.	● In March 2025, as part of our succession planning, the Board rotated the chair of the Audit Committee, bringing a fresh perspective to this leadership role. ● In March 2025, the Board approved an amended and restated Certificate of Incorporation to declassify the Board over a period of time. See “Response to Stockholder Proposals” for further discussion. ● In November 2025, the Board amended and restated the Bylaws to reduce the ownership threshold requirement to call a special meeting of stockholders. See “Response to Stockholder Proposals” for further discussion.
Executive Compensation	● MPS should establish performance goals that align more directly with long-term value creation for stockholders.	● In February 2025, the Compensation Committee linked a portion of the executive equity compensation awards to the achievement of a rigorous total stockholder return (“TSR”) percentile rank relative to the companies in the PHLX Semiconductor Sector (“PHLX”) Index. A minimum 75^th percentile must be attained to earn the maximum payout under the awards.

Response to Stockholder Proposals

Board Declassification

At the 2024 annual meeting of stockholders, our stockholders approved a non-binding stockholder proposal to declassify the Board. After considering stockholder feedback and the voting results, our Board determined that it was in the best interests of MPS and our stockholders to declassify the Board over a period of time. In March 2025, the Board approved, and our stockholders subsequently approved at the 2025 annual meeting of stockholders, an amendment and restatement of the Certificate of Incorporation to provide for a phased-in elimination of the classified Board structure, which will result in all directors standing for election annually for a one-year term by 2030.

Special Meeting of Stockholders

At the 2025 annual meeting of stockholders, our stockholders approved a non-binding stockholder proposal to give stockholders holding 10% of our Common Stock the right to call a special meeting of stockholders, whereas our Bylaws required a 30% ownership threshold. After considering stockholder feedback, in November 2025, the Board adopted and approved an amendment and restatement of our Bylaws to reduce the ownership threshold necessary for stockholders to call a special meeting of stockholders from 30% to 25%. In making this decision, the Board carefully considered the voting results and feedback received from a majority in interest of the Company’s top ten stockholders, which expressed their support for an ownership threshold significantly higher than 10%. The Board, after such consultation, believes the 25% threshold offers an appropriate balance between ensuring that our stockholders with a more substantial stake in the Company have the ability to call a special meeting to act on extraordinary and urgent matters, while at the same time protecting the Company against a misuse of this right by a small number of stockholders whose interests may not be aligned with a substantial majority of our other stockholders. In addition, the Board reviewed market practices and provisions adopted by other companies in the semiconductor industry, among other considerations, in its decision to lower the ownership threshold to 25%.

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PROPOSAL TWO

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board has appointed EY as our independent registered public accounting firm for the year ending December 31, 2026. EY has served as our independent registered public accounting firm since March 2019. Representatives of EY are expected to be present at the 2026 Annual Meeting with the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions. Although ratification by stockholders is not required by law, the Board has determined that it is desirable to request ratification by the stockholders of this selection. Notwithstanding its selection, the Audit Committee, in its discretion, may appoint a new independent registered public accounting firm at any time during the year if the Audit Committee believes that such a change would be in the best interest of MPS and our stockholders. If the stockholders do not ratify the appointment of EY, the Audit Committee may reconsider its selection.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF EY AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2026.

Audit and Other Fees

The following table summarizes the fees for services provided by EY for 2025 and 2024 (in thousands):

	FY 2025 ($)		FY 2024 ($)
Audit fees		2,487		4,080
Audit-related fees		-		4
Tax fees		8		6
Total		2,495		4,090

Audit fees consist of fees billed for professional services rendered for the audit of our annual financial statements and review of the interim financial statements included in our quarterly reports and the audit of our internal control over financial reporting.

Audit fees also include services in connection with foreign statutory and regulatory filings, and audit and accounting matters that arise during, or as a result of, the audit or the review of interim financial statements, including the application of proposed accounting rules, statutory audits required by non-U.S. jurisdictions and the preparation of an annual “management letter” containing observations and discussions on internal control matters.

Audit-related fees represent assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” These services include accounting consultations in connection with attestation services that are not required by statute or regulation, and consultations concerning financial accounting and reporting standards.

Tax fees represent professional services for federal, state and international tax compliance, tax advice and tax planning.

Pre-Approval of Audit and Non-Audit Services

The charter of our Audit Committee requires that the Audit Committee pre-approve all audit and permissible non-audit services provided to us by our independent registered public accounting firm. All such services for 2025 and 2024 were pre-approved by the Audit Committee.

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PROPOSAL THREE

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

As required under Section 14A of the Exchange Act, we are asking stockholders to again cast an advisory (non-binding) vote on the following resolution at the 2026 Annual Meeting:

RESOLVED, that, on an advisory basis, the compensation of our named executive officers, as disclosed in the Compensation Discussion and Analysis, compensation tables and related narratives and descriptions of this Proxy Statement for the 2026 Annual Meeting, is hereby APPROVED.

This advisory vote, commonly known as a “say-on-pay” vote, gives our stockholders the opportunity to express their views about the compensation we paid to our named executive officers, as described in this Proxy Statement. Before stockholders vote on this proposal, they should review the Compensation Discussion and Analysis in this Proxy Statement and the tabular and narrative disclosure that follows it. We currently conduct say-on-pay votes every year. Therefore, the next say-on-pay vote is expected to occur at the 2027 annual meeting of stockholders.

We are committed to responsible compensation practices and structures. As described more fully in the Compensation Discussion and Analysis section of this Proxy Statement, the primary goal of our executive compensation program is the same as our goal for operating MPS — to create long-term value for our stockholders. To achieve this goal, we have regularly sought out the feedback of our major stockholders over the past several years to hear their suggestions on how we can better achieve our primary compensation goal. After taking their feedback into consideration, we have continued to update our compensation program for our named executive officers, implementing those recommendations of our stockholders that the Compensation Committee believes will help us create long-term value for our stockholders. We believe these annual reviews of our programs, in coordination with our conversations with our stockholders, allow us to motivate and reward our executives for sustained financial and operating performance and leadership excellence, to align their interests with those of our stockholders, and to encourage them to remain with us for long and productive careers.

Stockholders may vote “for” or “against” the resolution or abstain from voting on the resolution. The affirmative vote of a majority of the shares of stock entitled to vote thereon which are present in person by virtual attendance at the 2026 Annual Meeting or represented by proxy at the 2026 Annual Meeting is required to approve, on an advisory basis, the compensation of our named executive officers. The result of the say-on-pay vote will not be binding on us, the Board or the Compensation Committee. However, we value the views of the stockholders. The Board and the Compensation Committee will review the results of the vote and expect to take them into consideration in addressing future compensation policies and decisions.

FOR THESE REASONS, THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE COMPENSATION DISCUSSION AND ANALYSIS, COMPENSATION TABLES AND RELATED NARRATIVES AND DESCRIPTIONS OF THIS PROXY STATEMENT FOR THE 2026 ANNUAL MEETING.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the Record Date, information relating to the beneficial ownership of our Common Stock or securities exercisable for, or exchangeable into, our Common Stock by:

●	Each of the named executive officers in the 2025 Summary Compensation Table;

●	Each director;

●	All current executive officers and directors as a group; and

●	Each person known by us to be the beneficial owner of more than five percent (5%) of the outstanding shares of our Common Stock.

Unless otherwise indicated, the address of each beneficial owner listed below is Monolithic Power Systems, Inc. at 1555 Palm Beach Lakes Blvd., West Palm Beach, Florida 33401.

Name of Beneficial Owner	Number of Shares Beneficially Owned (#)		Percent of Shares Beneficially Owned (1)
Named executive officers and directors:
Michael Hsing (2)		1,034,099		2.1	%
Bernie Blegen (3)		87,015		*
Deming Xiao (4)		260,723		*
Maurice Sciammas (5)		274,414		*
Saria Tseng (6)		157,983		*
Herbert Chang (7)		426		*
Eugen Elmiger (8)		17,213		*
Victor K. Lee (9)		27,567		*
Carintia Martinez (10)		878		*
Eileen Wynne (11)		1,153		*
Jeff Zhou (12)		5,611		*
All current executive officers and directors as a group		1,786,772		3.6	%
5% stockholders:
The Vanguard Group (13)		5,939,946		12.1	%
BlackRock, Inc. (14)		4,899,383		10.0	%
FMR LLC (15)		3,977,008		8.1	%

*	Represents beneficial ownership of less than 1%.

(1)

Based on 49,129,267 shares of our Common Stock outstanding as of the Record Date. Beneficial ownership is determined in accordance with SEC rules. In computing the number of shares beneficially owned by a person and the percentage of ownership of that person, RSUs held by that person that are subject to release within 60 days of the Record Date, if any, are considered to be outstanding and beneficially owned by such person. Those shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

(2)	Includes (i) 888,234 shares held of record by Michael Hsing, (ii) 133,040 shares held of record by Michael Hsing, trustee of the Michael Hsing 2004 Trust, and (iii) 12,825 shares held of record by Michael Hsing, trustee of the ZH Family Trust.

(3)	Includes (i) 76,353 shares held of record by Bernie Blegen, (ii) 5,331 shares held of record by Bernie Blegen and Judy Blegen, trustees of the Trust FBO Sarah Blegen, and (iii) 5,331 shares held of record by Bernie Blegen and Judy Blegen, trustees of the Trust FBO Theodore Blegen.

(4)	Includes (i) 235,932 shares held of record by Deming Xiao, (ii) 20,455 shares owned by Julia Chu, Mr. Xiao’s wife, and (iii) 4,336 shares held in the Christopher Xiao Trust.

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(5)

Includes (i) 178,644 shares held of record by Maurice Sciammas, (ii) 49,460 shares held of record by Maurice Sciammas and Christina Sciammas, trustees of the Sciammas Family Living Trust, (iii) 26,660 shares held of record by Maurice Sciammas and/or Christina Scimmas, trustees of various Grantor Retained Annuity Trusts, and (iv) 19,650 shares held of record by Maurice Sciammas and/or Christina Sciammas, trustees of various trusts, none of which held more than 5,000 shares individually.

(6)	Includes (i) 156,983 shares held of record by Saria Tseng, and (ii) 1,000 shares held of record by Saria Tseng, trustee of the C&T Discovery Foundation,

(7)	Includes 426 shares held of record by Herbert Chang.

(8)	Includes 17,213 shares held of record by Eugen Elmiger.

(9)	Includes 27,567 shares held of record by Victor K. Lee.

(10)	Includes 878 shares held of record by Carintia Martinez.

(11)	Includes 1,153 shares held of record by Eileen Wynne.

(12)	Includes 5,611 shares held of record by Jeff Zhou.

(13)

Pursuant to a Schedule 13G/A filed with the SEC on July 29, 2025, The Vanguard Group reported that the firm beneficially owned 5,939,946 shares, and had shared voting power over 62,841 shares, sole dispositive power over 5,709,572 shares and shared dispositive power over 230,374 shares. According to the most recent Schedule 13G/A filed by The Vanguard Group on March 27, 2026, The Vanguard Group owns 0.0% as of March 13, 2026, following an internal reorganization pursuant to which The Vanguard Group’s beneficial ownership has been disaggregated. The Vanguard Group listed its address as 100 Vanguard Blvd., Malvern, PA 19355.

(14)

Pursuant to a Schedule 13G/A filed with the SEC on January 8, 2026, BlackRock, Inc. reported that the firm beneficially owned 4,899,383 shares, and had sole voting power over 4,567,525 shares and sole dispositive power over 4,899,383 shares. BlackRock, Inc. listed its address as 50 Hudson Yards, New York, NY 10001.

(15)

Pursuant to a Schedule 13G/A filed with the SEC on February 5, 2026, FMR LLC reported that the firm beneficially owned 3,977,008 shares, and had sole voting power over 3,736,527 shares and sole dispositive power over 3,977,008 shares. FMR LLC listed its address as 245 Summer Street, Boston, Massachusetts 02210.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, executive officers, and persons who own more than 10% of our Common Stock to file reports of their ownership and changes in ownership of our Common Stock with the SEC. Based solely on a review of reports filed with the SEC and on written representations from reporting individuals, we believe that all of our directors, executive officers and 10% stockholders filed the required reports under Section 16(a) on a timely basis for 2025, except for one Form 4 reporting one transaction for Ms. Martinez and one Form 4 reporting one transaction for Ms. Tseng that were filed one day late due to an administrative error.

Certain Relationships and Related Transactions

We have a written policy on related party transactions, as defined in our Code of Ethics and Business Conduct and the Audit Committee Charter. In accordance with our Code of Ethics and Business Conduct, it is the responsibility of our employees and directors to disclose any significant financial interest in a transaction between us and a third party, including an indirect interest, through, for example, a relative or significant other. It is also the responsibility of our Audit Committee, as described in the Audit Committee Charter, to review on an ongoing basis all related party transactions and approve these transactions before they are entered into.

In July 2025, we made an investment of $10,000,000 in a venture capital limited partnership focusing on investments in early-stage technology companies. Ms. Tseng also personally invested $500,000 in the same partnership.

In January 2026, we made an investment of $1,000,000 in a venture capital limited partnership focusing on investments in early-stage technology companies. Ms. Tseng also personally invested $500,000 in the same partnership.

Mr. Sciammas’ son, Joseph Sciammas, is employed by MPS in a non-executive role and received total compensation of $236,000 in 2025. This individual’s compensation was established in accordance with our compensation policies applicable to employees with comparable qualifications and responsibilities and holding similar positions.

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NAMED EXECUTIVE OFFICER COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes our compensation philosophy and programs, compensation decisions made under those programs, and factors considered in making these decisions for our “named executive officers” (“NEOs”) who, for 2025, were:

●	Michael Hsing, Chairman of the Board, President and Chief Executive Officer;

●	Bernie Blegen, Executive Vice President, Chief Financial Officer;

●	Deming Xiao, Executive Vice President, Global Operations;

●	Maurice Sciammas, Executive Vice President, Worldwide Sales and Marketing; and

●	Saria Tseng, Executive Vice President, Strategic Corporate Development, General Counsel and Corporate Secretary.

For further information regarding each NEO’s professional background, see “Information About Executive Officers” under Item 1 of our 2025 Annual Report.

Executive Summary

Financial and Business Performance Highlights:

The Compensation Committee has focused our executives on accountability in revenue, operating income and earnings, as well as maximizing stockholder return through the structure of our executive compensation program. In 2025, we achieved record revenue of $2.8 billion, which represents a 26.4% year-over-year increase, compared with the analog industry’s 8.7% increase reported by the Semiconductor Industry Association (“SIA”). This was our 14th consecutive year of revenue growth as we continued to demonstrate strong diversification in our product offerings and our ability to swiftly adapt to all aspects of our business in the uncertain geopolitical and macroeconomic environment. Our financial results are summarized as follows (in millions, except per-share amounts and percentages):

	GAAP							Non-GAAP (1)
	FY 2025 ($)		FY 2024 ($)		Change			FY 2025 ($)		FY 2024 ($)		Change
Revenue		2,790.5		2,207.1		26.4	%		2,790.5		2,207.1		26.4	%
Operating income		728.6		539.4		35.1	%		982.4		764.1		28.6	%
Net income (2)(3)		621.5		1,592.1		(61.0	)%		858.4		689.8		24.4	%
Net income per share - diluted (2)(3)		12.86		32.60		(60.6	)%		17.77		14.12		25.8	%

(1)	The reconciliation of the GAAP financial measures to the non-GAAP financial measures and related disclosures are provided in Annexure A.

(2)

The significant decrease in our 2025 GAAP net income and GAAP diluted net income per share compared to 2024 was primarily attributable to a ten-year tax incentive granted to one of our foreign subsidiaries in 2024. A deferred tax benefit of approximately $1.1 billion, net of $0.2 billion of deferred tax liability and $0.1 billion of valuation allowance, was recorded in 2024 to reflect the estimated future reductions in cash tax paid in that jurisdiction associated with the incentive. This deferred tax benefit favorably impacted our 2024 GAAP net income and GAAP diluted net income per share, but not 2025 amounts.

(3)

In February 2026, we restated our 2024 GAAP net income and GAAP diluted net income per share in our 2025 Annual Report. The restatement did not affect any other financial measures presented in the table above. For further information regarding the restatement, see Note 2 to the financial statements included in our 2025 Annual Report.

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In 2025, we continued to execute our long-term strategy by bringing innovative new products to market and expanding design wins across our broad base of customers, some of which are highlighted below:

●	Our non-Enterprise Data end markets grew by over 40% year-over-year, showcasing the strength of our diversified business model.

●	We achieved our milestones of securing more than $4 billion of geographically balanced capacity and continue to add additional supply chain partners to support future growth.

●	We had record module revenue and are positioned for a further shift to solutions by sampling our 800V power solution for data center.

●	In the automotive market, we launched solutions for 48V and zonal architectures including the first fully integrated 48V e-fuse and a kilowatt level zonal controller that will support growth in 2026 and beyond.

●	We expanded our customer base in data center for power solutions across AI, server, memory, optical modules, and switch applications with leading edge current density, power efficiency, and packaging.

Cash Dividends and Stock Repurchases:

Due to our continued strong performance, we have increased the amount of our dividends over the last few years. The following table summarizes the cash dividends declared by our Board in the past three years (in thousands, except per-share amounts):

	FY 2025 ($)		FY 2024 ($)		FY 2023 ($)
Dividend declared per share		6.24		5.00		4.00
Total amount		300,117		242,459		190,642

Overall, we have returned 72% of free cash flows to our stockholders through our cash dividend and stock repurchase programs in the past three years.

In February 2026, the Board approved a 28% increase in our quarterly cash dividends to $2.00 per share (or $8.00 per share annually).

TSR:

The following charts summarize our cumulative TSR performance compared with our peer group, the S&P 500 Index and the PHLX Index:

(1)	Represents our 2025 peer group approved by the Compensation Committee. See “Peer Group and Use of Peer Data” for further discussion.

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Market Capitalization:

Our strong financial performance in the past several years has translated to a significant increase in our market capitalization, reaching above $40 billion in 2025. The following chart illustrates Mr. Hsing’s compensation (as reported in the 2025 Summary Compensation Table) compared to our market capitalization in the past three years:

Compensation Philosophy:

The primary objective in designing our compensation program for our NEOs is the same as the primary objective for operating MPS — to create long-term value for our stockholders. To achieve this goal, we have designed and implemented our compensation programs for our NEOs to:

●	Motivate and reward them for sustained financial and operating performance and leadership excellence;

●	Align their interests with those of our stockholders;

●	Encourage our NEOs to focus on achieving both short-term goals as well as long-term goals; and

●	Encourage our NEOs to remain with us for long and productive careers.

Each one of our executive compensation elements fulfills one or more of our performance, alignment and retention objectives. These elements primarily consist of salary, short-term cash incentive compensation and long-term equity awards, as well as severance benefits and broad-based employee benefits. In deciding on the type and amount of compensation for each executive, we focus on both current pay and the opportunity for future compensation. We believe that maintaining a balance of short-term and long-term compensation elements encourages decision-making that optimizes short-term results and, at the same time, advances our long-term goals. We combine the compensation elements for each NEO in a manner we believe optimizes the executive’s overall contribution to us and our stockholders.

Our Compensation Practices Are Built on Stockholder Feedback and Requests:

At the 2025 annual meeting of stockholders, we received 96% advisory approval of our NEOs’ compensation. At the 2024 annual meeting of stockholders, we received 97% advisory approval of our NEOs’ compensation. At the 2023 annual meeting of stockholders, we received 57% advisory approval of our NEOs’ compensation. While these say-on-pay votes are only advisory and not binding on us, the Compensation Committee discusses the vote results each year with our independent compensation consultant and the Board.

Our management team continued the practice of reaching out to our most significant stockholders from time to time to discuss how those stockholders view our executive compensation program, and what kind of changes they would like to see implemented in future years. Many of our stockholders were pleased with our strong financial performance and execution, as well as the progress we have made on our environmental, social and governance program. Based on recent feedback we have received from our stockholders, the Compensation Committee made certain changes to the executive compensation program in 2025 to better align pay with long-term stockholder returns. See “Stockholder Engagement” for further discussion.

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In the past several years, we have continued to improve our executive compensation policies and programs, incorporating the suggestions of our stockholders. We believe these improvements, as highlighted below, have supported our financial and strategic successes in the last several years.

1.	*A significant portion of our NEOs’ payout opportunity is at risk, which clearly demonstrates the direct link between pay* *and performance.*

Our success is built on a strong pay-for-performance culture within our entire organization, including among our rank-and-file employees in addition to our CEO and other NEOs. The Compensation Committee believes that a performance-based compensation program based on a small guaranteed pay and a significant upside for our executives and employees provides strong incentives that will generate more robust returns to our stockholders than more traditional compensation packages.

For 2025, like in 2024, 6% or less of the total compensation packages for the NEOs was a guaranteed component consisting of base salary. The remaining target compensation, which includes short-term cash incentives and long-term equity incentive awards, is at risk and directly linked to performance, as outlined in the graphs below:

In order to earn the maximum payout for the at-risk awards, the NEOs must exceed targeted performance. In 2025, the total compensation for the NEOs was slightly higher compared to the prior year partly because we achieved the rigorous non-GAAP operating income goals set by the Compensation Committee, which resulted in a higher payout under the short-term incentive plan. See “Analysis of 2025 Compensation Elements” for further discussion.

We believe this pay structure is a more responsible approach because it focuses on performance and accountability. In the years when the NEOs earned the maximum payout, we also achieved significant business growth and created long-term value for our stockholders. In the years when we did not meet the rigorous performance goals, the NEOs were not able to earn the maximum payout. This compensation philosophy fully demonstrates a direct correlation between performance and pay.

2.	*Commitment to short-term cash incentives and long-term equity awards using different performance metrics, and alignment of executive compensation with the interests of our stockholders.*

Our stockholders expressed a preference for the use of different performance metrics across our plans. In determining performance metrics, our Compensation Committee selected those that have a greater connection to financial and stock performance. Therefore, we use non-GAAP operating income for our short-term cash incentive plan, and, to balance that metric, a mix of revenue and stock appreciation goals for our long-term performance equity incentive plan. By using a non-GAAP operating income metric in our short-term incentive plan and various performance metrics in our long-term incentive plan, we can reward our executives for achieving our short-term financial objectives while at the same time planning for long-term growth, without encouraging excessive risk taking.

In 2025, 100% of the annual cash incentives earned by the NEOs continued to be tied to specific, pre-established non-GAAP operating income metrics, and 100% of the total equity awards (in the form of performance-based RSUs (“PSUs”)) granted to our NEOs were tied to the following performance conditions over a three-year performance period: (a) achievement of an average revenue growth rate as measured against the analog industry’s average revenue growth rate, and (b) TSR performance relative to the TSR of our industry peers. No equity awards were granted to the NEOs that vest solely based on continued service.

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The following graph shows the three-year history of our performance in revenue, GAAP operating income and non-GAAP operating income, which demonstrates a balance of our overall financial health, compared to our CEO’s total compensation (as reported in the 2025 Summary Compensation Table).

(1)

The reconciliation of GAAP operating income to non-GAAP operating income and related disclosures are provided in Annexure A.

We believe our cumulative TSR, which increased by more than 1,400% and outperformed the market indices over the past ten years as illustrated below, demonstrates the effectiveness of our performance-based compensation program in motivating our NEOs to build a sustainable business model and to focus on long-term value creation for our stockholders.

3.	*Capping payouts under our non-equity incentive plans.*

Our Compensation Committee has capped maximum cash payouts under our annual non-equity incentive plans at 400% of target for all of the NEOs.

4.	*Clawback policy.*

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In February 2026, we restated our 2024 consolidated financial statements and 2025 quarterly condensed consolidated financial statements in our 2025 Annual Report. As a result, the Compensation Committee conducted a clawback analysis of certain incentive-based compensation previously received by the NEOs. See “Recovery Analysis Regarding Incentive-Based Compensation” for further discussion.

5.	*Stock ownership guidelines.*

We have significant stock ownership guidelines for our NEOs and directors, requiring ownership levels by our officers of two to five times their base salary, and by our directors of three times their annual retainer.

6.	*Tax gross-ups.*

Since 2008, we have not adopted any new employment agreements (or modified any existing employment agreements) to provide for tax gross-ups to our officers.

7.	*Responsible share ownership.*

We have a policy prohibiting our directors, officers (including our NEOs), and other employees from engaging in certain hedging and monetization transactions with respect to our stock that they hold without prior approval by our Insider Trading Compliance Officer. The policy also prohibits our directors and officers (including our NEOs) from engaging in any short sales of our stock. In addition, our directors and officers are prohibited at all times from holding our stock in a margin account and from pledging our stock as collateral.

We routinely engage with our stockholders to exchange ideas on our existing executive compensation programs and potential future programs. We listen to their feedback and carefully consider it. Our engagement with stockholders does not begin and end with the say-on-pay vote – that vote is just one part of a larger dialogue and partnership we have with our investors.

The Roles of the Compensation Committee and Our Officers in Setting Compensation

The Compensation Committee, which comprises solely independent directors, has primary responsibility for overseeing the design, development and implementation of the compensation program for our CEO and other NEOs. The Compensation Committee Charter, which is available in the “About MPS - Investor Relations – Corporate Governance” section of our website at http://www.monolithicpower.com, was originally adopted in 2007, and is updated periodically. Pursuant to the Compensation Committee Charter, the Compensation Committee reviews and approves the compensation arrangements for our NEOs, including the CEO, and administers our equity compensation plans. The Compensation Committee meets at least once a quarter. In 2025, the Compensation Committee met four times.

The Compensation Committee reviews the performance of each officer taking into account the evaluations provided by the CEO for all officers other than himself. The Compensation Committee makes the final determination of performance achievement for each officer. Our CEO, Chief Financial Officer and General Counsel present information to the Compensation Committee as requested from time to time, including financial results, budget information, business operations and legal developments. The Compensation Committee regularly meets in closed sessions without our CEO or other management personnel present. Our officers also provide information to the Compensation Committee’s independent compensation consultant, if requested to do so, to help the consultant perform its duties for the Compensation Committee. Our officers are responsible for implementing the decisions made by the Compensation Committee.

Independent Compensation Consultant

In 2025, the Compensation Committee again engaged Radford as the independent compensation consultant with respect to our non-employee director and executive compensation programs. Radford did not perform any other work for us. In 2025, the Compensation Committee assessed the independence of Radford pursuant to SEC rules and concluded that no conflict of interest has been raised by Radford’s work or otherwise exists that would prevent them from serving as independent consultant to the Compensation Committee.

In 2025, the Compensation Committee requested and received the following services from Radford: (1) updates on evolving compensation trends, (2) recommendations for additions or deletions to the peer group used for 2025, (3) compensation data for officers and directors (gathered from public filings for our peers and broader surveys), and (4) general advice on analyzing and responding to stockholder feedback on our compensation programs.

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Peer Group and Use of Peer Data

In February 2025, the Compensation Committee reviewed recommendations made by our independent compensation consultant and selected a peer group of companies in the semiconductor and similar industries with revenue approximately ranging from 50% to 300% of our revenue for the most recent four quarters. In addition, the Compensation Committee selected several large cap semiconductor companies that have a similar growth profile and are key competitors for talent, as well as companies in the semiconductor industry recommended by Institutional Shareholder Services, Inc., a proxy advisory firm.

The 2025 peer group consisted of the following companies:

Analog Devices	Microchip Technology	Semtech
Cirrus Logic	Micron Technology	Silicon Laboratories
Coherent	MKS (formerly MKS Instruments)	Skyworks Solutions
Diodes	ON Semiconductor	Synaptics
Entegris	Power Integrations	Teradyne
Lattice Semiconductor (1)	Qorvo	Texas Instruments
Marvell Technology	Rambus	Wolfspeed

(1)	New addition to the 2025 peer group.

For 2025, the Compensation Committee removed Universal Display Corporation from the peer group because it ceased to fit within the desired parameters.

NEO Compensation Components

The table below summarizes the core elements, objectives and key features of our 2025 compensation program for our NEOs:

Compensation Component	Objectives	Key Features
Base salary	Designed to reward individual effort associated with job-related duties and to attract and retain talented executive officers.	● ●	Paid in cash. Reviewed annually.
Short-term cash incentive compensation	Designed to encourage outstanding company performance by motivating the NEOs to achieve short-term financial goals.	● ● ●	Paid in cash. Reviewed annually. 100% of the compensation is subject to financial performance goals.
		● ●	Payouts capped at 400% of target. Subject to clawback policy.
Long-term equity incentive compensation	Designed to align the interests of our NEOs with the interests of our stockholders by focusing on our long-term business and stock performance.	● ●	Reviewed annually. 100% of the awards is subject to revenue and relative TSR goals.
		● ●	Maximum payouts at 500% of target. Subject to clawback policy.
Dividend equivalents	Designed to treat equity award holders equally with stockholders under our dividend program.	● ●	Paid in cash. Equal to the dividend declared and paid on a share of Common Stock.
		●	Accumulate during the vesting period of the underlying equity awards.
		●	Subject to forfeiture if the underlying equity awards do not vest.

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Analysis of 2025 Compensation Elements

Base Salaries:

We provide base salary for our NEOs’ day-to-day duties, and seek to set base salaries at levels that will retain talented executive officers. The Compensation Committee considers peer data as one key factor in reviewing base salary each year. The Compensation Committee also considers each individual executive’s role and the scope of his or her responsibilities, the executive’s experience, his or her tenure with us, and the size of recent salary changes. For 2025, the Compensation Committee considered all of these factors and approved the following salaries for our NEOs:

Name	FY 2025 ($)		FY 2024 ($)		Change
Michael Hsing		1,035,000		1,000,000		4	%
Bernie Blegen		496,800		480,000		4	%
Deming Xiao		538,200		520,000		4	%
Maurice Sciammas		538,200		520,000		4	%
Saria Tseng		538,200		520,000		4	%

In February 2025, based on the recommendations by our independent compensation consultant and consistent with MPS’s compensation philosophy, the Compensation Committee approved a small increase in the NEOs’ base salaries to account for inflation adjustments and to better align the amounts with the pay practices of our peer group. Furthermore, the Compensation Committee believed that a majority of the total compensation package should tie to performance, and therefore allocated a significant portion of the payout opportunities to the performance-based short-term cash incentives and long-term equity awards as discussed further below.

Short-Term Cash Incentive Compensation:

We provide a short-term cash incentive opportunity to each of our NEOs to encourage them to achieve our corporate short-term operating income goals. The Compensation Committee used non-GAAP operating income as the sole corporate performance metric for determining the short-term cash incentive (or bonus) compensation. The Compensation Committee believed that non-GAAP operating income would best reflect our short-term business and financial performance. See Annexure A for a reconciliation of GAAP operating income to non-GAAP operating income used in the short-term cash incentive plan.

100% of the short-term cash incentives were tied to a specific, pre-established non-GAAP operating income metric for all the NEOs. The target bonus for each NEO was 150% of his or her annual base salary. For 2025, our non-GAAP operating income target was $821.2 million as established in the annual operating plan approved by the Board. Achievement of 120% or more of the non-GAAP operating income target would result in a maximum 400% payout of the target bonus for each NEO, achievement of 100% of the non-GAAP operating income target would result in a 100% target bonus payout, and performance below 80% of the non-GAAP operating income target would result in no bonus payout. For performance between the minimum, target and maximum levels, the percentage of payout would be determined based on linear interpolation.

For 2025, we achieved non-GAAP operating income of $989.4 million (see Annexure A), which resulted in a payout of 400% of the target bonus for each NEO. The following table summarizes the 2025 bonus payout approved by the Compensation Committee for each of our NEOs:

	Bonus Amount
Name	Minimum ($)		Target ($)		Maximum ($)		Earned ($)
Michael Hsing		-		1,552,500		6,210,000		6,210,000
Bernie Blegen		-		745,200		2,980,800		2,980,800
Deming Xiao		-		807,300		3,229,200		3,229,200
Maurice Sciammas		-		807,300		3,229,200		3,229,200
Saria Tseng		-		807,300		3,229,200		3,229,200

Long-Term Equity Incentive Compensation:

We provide long-term equity compensation awards to reward and retain our valued executives, and to encourage our executives to focus on achieving long-term development goals for the future.

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In determining the number of shares subject to long-term equity compensation awards granted to each of the NEOs, the Compensation Committee establishes a target compensation value of such awards, which represents a multiple of each NEO’s target cash compensation. The Compensation Committee believes these multiples properly reflect the relative position and responsibility of each NEO as well as the officer’s ability to develop the vision for the future of MPS, drive the strategy to obtain such vision, and effect certain cost savings for us. For 2025, the Compensation Committee approved a small increase in the target compensation value of the long-term equity awards compared to 2024:

Name	FY 2025 ($)		FY 2024 ($)		Change
Michael Hsing		12,420,000		12,000,000		4	%
Bernie Blegen		3,477,600		3,360,000		4	%
Deming Xiao		5,112,900		4,940,000		4	%
Maurice Sciammas		5,112,900		4,940,000		4	%
Saria Tseng		5,112,900		4,940,000		4	%

We have regularly engaged with our stockholders for their opinions in setting performance metrics. The Compensation Committee believes that the NEOs’ long-term incentive compensation should be in the form of equity and 100% of the equity awards granted to our NEOs should vest based on the achievement of performance-based criteria. As a result, similar to prior years, no equity awards were granted to our NEOs in 2025 that would vest solely based on continued service.

A Balanced Approach to Our Equity Compensation Program

The Compensation Committee is committed to establishing a balanced equity compensation program with different performance objectives and a long-term performance period. When designing the annual executive equity compensation program, the Compensation Committee is guided by the following three key principles that promote the best interests of both MPS and its stockholders:

●	There is appropriate pay-for-performance alignment;

●	The performance goals must be rigorous; and

●	The program requires substantial stockholder value creation.

In February 2025, the Compensation Committee granted PSUs to the NEOs that are subject to two performance conditions designed to incentivize the achievement of long-term business goals and the creation of stockholder value during a three-year performance period: (i) our average revenue growth rate compared against the analog industry (the “Revenue Goal”), and (ii) our TSR performance relative to the TSR of our peers within the semiconductor industry (the “rTSR Goal”). The following table summarizes the number of shares subject to the 2025 PSUs that can be earned by the NEOs at the minimum, target and maximum performance levels, subject to the criteria described below.

	Number of Shares						Maximum Components
Name	Minimum (#)		Target (#)		Maximum (500% of Target) (#)		Revenue Goal (300% of Target) (#)		rTSR Goal (200% of Target) (#)
Michael Hsing		-		19,832		99,160		59,496		39,664
Bernie Blegen		-		5,553		27,765		16,659		11,106
Deming Xiao		-		8,164		40,820		24,492		16,328
Maurice Sciammas		-		8,164		40,820		24,492		16,328
Saria Tseng		-		8,164		40,820		24,492		16,328

The PSUs contain a purchase price feature, which requires the NEOs to pay MPS $30 per share upon vesting of the shares. The target number of shares granted to each NEO was determined based on the target compensation value for such PSUs, divided by our closing stock price on the date of grant less the purchase price. This $30 purchase price requirement will be deemed satisfied and waived if the closing stock price on the last trading day of the performance period is $30 higher than the closing stock price on the date of grant.

Revenue Goal

For 2025, the number of PSUs that can be earned with respect to the revenue goal is based on MPS’s average three-year (January 2025 to December 2027) revenue growth rate as measured against the average three-year revenue growth rate for the analog industry published by the SIA. Taking into account the semiconductor industry’s cyclical nature and stockholders’ feedback, the Compensation Committee determined that three years is the most optimal performance period for the revenue-based PSU awards. A revenue-based performance period that is longer than three years makes it impractical for the Compensation Committee to determine appropriate performance goals due to the volatility from macroeconomic and industry-specific conditions.

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In selecting the minimum, target and maximum performance levels, the Compensation Committee carefully considered our historical and projected performance and the fundamentals of the analog industry at that time. The Compensation Committee took into account SIA’s projections for the anticipated revenue growth in the analog industry for the three-year performance period. Instead of benchmarking against the broad semiconductor industry, the Compensation Committee elected to focus solely on the analog industry in setting the performance objectives, which are measured against our closest and most relevant peers within the semiconductor sector. In addition, the Compensation Committee chose the revenue projections reported by SIA as the baseline because the SIA report is well-respected in the semiconductor industry and used by Wall Street financial analysts in preparing their analyses, forecasts and recommendations.

The performance criteria for earning the PSUs based on achievement of the Revenue Goal are as follows:

Goal	Description of Performance Metrics	PSU Payout
Revenue	If MPS’s average three-year revenue growth rate exceeds the average three-year revenue growth rate in the analog industry by:
	● less than 3%	0% of Target
	● 3%	50% of Target
	● 5%	100% of Target
	● 8%	200% of Target
	● 15% or more	300% of Target

For achievement between the performance levels, the payout will be determined based on linear interpolation.

rTSR Goal

For 2025, after considering stockholder feedback and market practice, the Compensation Committee introduced a second performance condition based on MPS’s relative TSR achievement over a three-year (January 2025 to December 2027) period. The Compensation Committee believes relative TSR provides a transparent and objective measure of our performance against our peers, and closely aligns the interests of our NEOs with the interests of our stockholders. The Compensation Committee chose to benchmark against the PHLX Index because it represents a widely recognized composite of semiconductor companies.

The performance criteria for earning the PSUs based on achievement of the rTSR Goal are as follows:

Goal	Description of Performance Metrics	PSU Payout
rTSR	If MPS’s three-year TSR relative to the three-year TSR of the companies in the PHLX Index is:
	● below the 55^th percentile	0% of Target
	● at the 55^th percentile	100% of Target
	● at the 75^th percentile or above	200% of Target

TSR for MPS and for each company in the PHLX Index is calculated using: (i) a beginning price, which represents the closing stock price of MPS and each company on January 2, 2025, the first trading day of the three-year performance period, and (ii) an ending price, which consists of the average closing stock price of MPS and each company over 90 consecutive trading days immediately prior to, and including, December 31, 2027, the last trading day of the three-year performance period, assuming dividend reinvestment. For achievement between the performance levels, the payout will be determined based on linear interpolation.

The performance period for each of the Revenue Goal and the rTSR Goal is three years (2025 to 2027). If the performance metrics are achieved at the end of the performance period, the PSUs will be settled in February 2028 after certification of achievement by the Compensation Committee, subject to continued employment. The NEOs will be required to pay MPS $30 per share upon vesting of the shares, unless the stock price condition is achieved as described above.

Dividend Equivalents

In connection with our quarterly cash dividend program, all outstanding and unvested full value stock awards granted to employees, including the NEOs, have the right to receive dividend equivalents in order to maintain the economic alignment between the value of such awards and the value of a share of our Common Stock. The dividend equivalents are accumulated during the vesting periods of the shares underlying such awards and are paid in cash to employees only if and when the underlying shares vest. Dividend equivalents accrued on the underlying shares are forfeited if the employees do not fulfill their service requirement during the vesting periods. Dividend equivalents paid to the NEOs in 2025 are included in “2025 Option Exercises and Stock Vested” below.

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Certifications of Achievement of Prior Performance and Market-Based Awards

2022 Market-Based RSUs (“MSUs”):

As previously disclosed in our proxy statement for the 2023 annual meeting of stockholders, the Compensation Committee granted each NEO an MSU award in October 2022. The MSU award provided a payout opportunity of up to 500% of the target number of MSUs granted based on the achievement of five stock price hurdles, ranging from $455.41 to $591.25, at any time during a three-year (October 2022 to October 2025) performance period. In addition, at the end of the performance period, the payout required our three-year TSR relative to the TSR of the companies in the PHLX Index to rank at or above the 50^th percentile. As of March 2024, we achieved all five stock price hurdles, and at the end of October 2025, our TSR ranked at the 72^ndpercentile, resulting in a payout of 500% of the target number of MSUs.

The following table summarizes the actual shares credited under the 2022 MSUs for each NEO:

Name	Credited (#)
Michael Hsing		302,920
Bernie Blegen		87,690
Deming Xiao		135,520
Maurice Sciammas		135,520
Saria Tseng		135,520

The shares underlying the credited awards were issued in October 2025, after a total vesting period of three years.

2023 PSUs:

As previously disclosed in our proxy statement for the 2024 annual meeting of stockholders, the Compensation Committee granted each NEO a PSU award in February 2023. The PSU award provided a payout opportunity of up to 500% of the target number of PSUs granted based on the achievement of two business goals during a three-year (January 2023 to December 2025) performance period: (i) our average three-year revenue growth rate as measured against the average three-year revenue growth rate for the analog industry, and (ii) an increase in manufacturing capacity outside of China to support our long-term supply chain strategy. A summary of the performance goals and the actual results were as follows:

Goal	Description of Performance Metrics	PSU Payout
Revenue	If MPS’s average three-year revenue growth rate exceeds the average three-year revenue growth rate in the analog industry by:
	● less than 3%	0% of Target
	● 3%	50% of Target
	● 5%	100% of Target
	● 8%	200% of Target
	● 15% or more	300% of Target

Actual achievement was 17.4%, resulting in a payout of 300% of the target number of PSUs subject to the revenue metric.

Goal	Description of Performance Metrics	PSU Payout
Manufacturing Diversification	If the percentage of manufacturing capacity outside of China that can support $1.2 billion of annual revenue is:
	● less than 70%	0% of Target
	● 70%	50% of Target
	● 80%	100% of Target
	● 100% or more	200% of Target

Actual achievement was 136.2%, resulting in a payout of 200% of the target number of PSUs subject to the manufacturing diversification metric.

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The following table summarizes the actual shares credited under the 2023 PSUs for each NEO:

Name	Credited (#)
Michael Hsing		136,825
Bernie Blegen		38,745
Deming Xiao		57,170
Maurice Sciammas		57,170
Saria Tseng		57,170

The shares underlying the credited awards were issued in February 2026, after a total vesting period of three years.

Broad-Based Benefits

Our NEOs are eligible to participate in our broad-based employee benefit programs on the same terms offered to our employees. These benefit programs include the employee stock purchase plan, medical, dental and vision insurance, long-term and short-term disability insurance, life and accidental death and dismemberment insurance, and health and dependent care flexible spending accounts. We do not provide pension arrangements or post-retirement health coverage for our NEOs or other employees. In addition, we do not provide matching contributions to the deferred compensation plan for our NEOs or other employees. In 2025, we began offering matching contributions to the 401(k) plan for employees, including our NEOs.

Severance and Change in Control Arrangements

We offer severance benefits to our NEOs, including severance in connection with a change in control of MPS. In general, severance does not exceed six to twelve months of base salary, target bonus and other benefits, and is conditioned on a release of claims and compliance with ongoing obligations. We believe these modest benefits balance the costs to MPS with the retention benefits that are commonly understood to come from offering severance and change in control benefits. For all change in control arrangements, the NEO is entitled to benefits if his or her employment is terminated without cause or if he or she leaves for good reason within one year following a change in control. This approach is commonly referred to as a “double-trigger” arrangement and is favored by many institutional investors and their advisors. We believe the size and conditions to receipt of these severance benefits are consistent with market practices. These arrangements are discussed in more detail in “Named Executive Officer Compensation — Potential Payments Upon Termination or Termination Upon Change in Control.”

Stock Ownership Guidelines

We have stock ownership guidelines for our NEOs and directors. These guidelines reinforce the importance of aligning the interests of our NEOs and directors with the interests of our stockholders.

For the NEOs, the guidelines are determined as a multiple of each NEO’s base salary, and then converted to a fixed number of shares. Currently, the multiple for our CEO is five times his base salary, while the multiples for other NEOs are two times each NEO’s base salary.

Equity interests that count toward the satisfaction of the ownership guideline include shares owned directly or indirectly by the executive, including restricted or unrestricted shares or stock units (excluding unearned restricted shares or stock units that remain subject to achievement of performance goals), and any shares owned in our savings plans, such as our 401(k) plan, or acquired through our employee stock purchase plan. Executives have five years from the date of adoption of the guidelines or their appointment as an executive officer, as applicable, to attain these ownership levels. As of December 31, 2025, all of the NEOs met the stock ownership guidelines.

For the non-employee directors, the stock ownership guidelines are determined as a multiple of the annual retainer paid to the non-employee director and then converted to a fixed number of shares. Currently, the required level for our non-employee directors is three times each director’s annual retainer. Directors have five years from the date of adoption of the guidelines or their initial appointment, as applicable, to attain these ownership levels. As of December 31, 2025, all of the directors met the stock ownership guidelines.

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Clawback of Incentive Compensation

The Board maintains and operates the Compensation Clawback Policy to comply with Section 10D of the Exchange Act and the NASDAQ listing standards as mandated by the Dodd-Frank Act. The policy provides for the recovery, in the event of a required accounting restatement, of certain variable incentive-based cash and equity compensation received by current or former executive officers (within the meaning of Rule 16a-1(f) under the Exchange Act, and including our NEOs) that is based on erroneously reported financial information during a three-year recovery period preceding a financial restatement, without regard to any taxes paid. The amount recoverable is the payment that exceeds the amount of applicable performance-based incentive compensation that would have been received by such executive officer during such recovery period had it been determined based on the relevant restated amounts, and recovery is subject to only limited exceptions. The recovery of incentive-based compensation is required regardless of whether the executive officer engaged in any misconduct or was at fault for the restatement. Performance-based incentive compensation potentially subject to recovery under the mandatory accounting restatement provisions of the policy is generally limited to any compensation granted, earned or vested (on or after October 2, 2023) based wholly or in part on the attainment of one or more financial reporting measures, and “financial reporting measures” for these purposes includes stock price and TSR. Under the policy, we generally are not required to recover such excess compensation if the Compensation Committee has made a determination that recovery would be impracticable and (1) we have already attempted to recover such amount but the direct expense paid to a third party to assist in enforcing the policy would exceed the amount to be recovered, (2) recovery would violate applicable home country law that was adopted prior to November 28, 2022, or (3) recovery would likely cause an otherwise tax qualified retirement plan to fail to meet the requirements of the Internal Revenue Code and applicable regulations. We are prohibited from indemnifying any executive officer against the loss of such recovered compensation. A copy of the policy is filed as Exhibit 97.1 to our 2025 Annual Report.

In February 2026, we restated our 2024 consolidated financial statements and 2025 quarterly condensed consolidated financial statements in our 2025 Annual Report. As a result, the Compensation Committee conducted a recovery analysis of certain incentive-based compensation previously received by the NEOs. See “Recovery Analysis Regarding Incentive-Based Compensation” for further discussion.

Insider Trading Policies and Procedures

We have adopted policies and procedures to comply with insider trading laws and regulations and the NASDAQ listing standards. Our Insider Trading Policy prohibits our directors, officers (including our NEOs), and other employees from (i) trading in our securities or the securities of other companies based on material, nonpublic information received in connection with their work at MPS, and (ii) disclosing material, nonpublic information to others who may trade on the basis of that information. The policy also requires that our directors, officers and other employees designated by the Insider Trading Compliance Officer only transact in our securities during an open window period and obtain approval from the Insider Trading Compliance Officer in advance of transactions in our securities. A copy of the policy is filed as Exhibit 19.1 to our 2025 Annual Report.

Anti-Hedging and Monetization, Short Sales and Other Transactions

We prohibit our directors, officers (including our NEOs), and other employees from engaging in hedging or monetization transactions with respect to our stock that they obtained through our plans or otherwise, including transactions involving the use of financial instruments such as prepaid variable forwards, equity swaps, collars, forward sale contracts and exchange funds, without prior approval by the Insider Trading Compliance Officer. We also prohibit our directors and officers (including our NEOs) from engaging in any short sales of our stock. In addition, our directors and officers are prohibited at all times from holding our stock in a margin account and from pledging our stock as collateral.

Compensation Committee Report

The Compensation Committee reviewed and discussed the Compensation Discussion and Analysis with our management. Based upon such review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Proxy Statement for the 2026 Annual Meeting and incorporated by reference into our 2025 Annual Report.

Members of the Compensation Committee:

Eugen Elmiger, Chair

Herbert Chang

Jeff Zhou

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Compensation Committee Interlocks and Insider Participation

No Compensation Committee member was at any time during 2025, or at any other time, an officer or employee of us or any of our subsidiaries. No NEO of MPS serves on the board or compensation committee of any entity that has one or more executive officers serving on the Board or Compensation Committee.

Compensation Risk Management

In 2025, our management, including members from our internal legal, accounting, finance and human resources departments, undertook a subjective review of our compensation policies and practices that applied to all of our employees, including the following: annual base salaries and bonuses, equity incentive awards under the Amended and Restated 2014 Equity Incentive Plan (the “Amended 2014 Equity Plan”) and the Amended and Restated 2004 Employee Stock Purchase Plan (the “Amended 2004 ESPP”). This review was designed to review, consider and analyze the extent to which, if any, our compensation policies and practices might create risks for us, and this review also focused on variable and incentive compensation elements, as well as policies and practices that could mitigate or balance any such incentives. After conducting this review, management determined that our compensation policies and practices for our employees do not create any risks that are reasonably likely to have a material adverse effect on us. The results of the review and management’s determination were reviewed and independently considered by the Compensation Committee, which concurred with management’s assessment.

2025 Summary Compensation Table

The following table sets forth the compensation for our Chief Executive Officer, Chief Financial Officer and the three other most highly compensated executive officers serving on December 31, 2025, which officers together constitute our NEOs:

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)(1)(2)		Non-Equity Incentive Plan Compensation ($)(3)		All Other Compensation ($)(4)		Total ($)
Michael Hsing	2025		1,030,962		-		12,686,332		6,210,000		3,442		19,930,736
Chairman of the Board, President and	2024		980,569		-		12,268,389		5,729,299		1,035		18,979,292
Chief Executive Officer	2023		822,877		-		12,311,787		1,508,805		-		14,643,469
Bernie Blegen	2025		494,862		-		3,552,199		2,980,800		3,904		7,031,765
Executive Vice President,	2024		471,265		-		3,435,420		2,750,064		673		6,657,422
Chief Financial Officer	2023		400,054		-		3,486,353		733,537		-		4,619,944
Deming Xiao	2025		536,100		-		5,222,429		3,229,200		6,694		8,994,423
Executive Vice President,	2024		510,642		-		5,050,493		2,979,236		1,035		8,541,406
Global Operations	2023		434,296		-		5,144,271		796,314		-		6,374,881
Maurice Sciammas	2025		536,100		-		5,222,429		3,229,200		4,295		8,992,024
Executive Vice President,	2024		510,642		-		5,050,493		2,979,236		1,035		8,541,406
Worldwide Sales and Marketing	2023		434,296		-		5,144,271		796,314		-		6,374,881
Saria Tseng	2025		536,100		-		5,222,429		3,229,200		6,880		8,994,609
Executive Vice President, Strategic Corporate	2024		510,642		-		5,050,493		2,979,236		1,035		8,541,406
Development, General Counsel and Corporate Secretary	2023		434,296		-		5,144,271		796,314		-		6,374,881

(1)

For more information regarding the 2025 stock awards, refer to “Named Executive Officer Compensation — Compensation Discussion and Analysis.” The amounts for 2025 reflect the aggregate grant date fair value of the 2025 PSUs computed in accordance with ASC Topic 718, excluding the impact of estimated forfeitures. The calculation of the grant date fair value was performed by a third-party valuation firm using a Monte Carlo simulation model. Assumptions used in the calculation are set forth in Note 1 and Note 8 to the financial statements included in our 2025 Annual Report.

(2)

Assuming the highest level of performance for the 2025 stock awards, the aggregate grant date fair value for 2025 would be as follows: (a) $55,084,967 for Mr. Hsing, (b) $15,423,902 for Mr. Blegen, (c) $22,676,163 for Mr. Xiao, (d) $22,676,163 for Mr. Sciammas, and (e) $22,676,163 for Ms. Tseng. There is no guarantee that the highest level of performance will be achieved by the NEOs.

(3)	The 2025 amounts reflect the short-term cash incentive compensation earned by the NEOs under our non-equity incentive plan, as described under “Named Executive Officer Compensation — Compensation Discussion and Analysis.”

(4)

For 2025, all other compensation reflects the following: (a) 401(k) plan matching contributions of $2,769 and life insurance premiums of $673 paid by us for Mr. Hsing, (b) 401(k) plan matching contributions of $3,231 and life insurance premiums of $673 paid by us for Mr. Blegen, (c) 401(k) plan matching contributions of $5,659 and life insurance premiums of $1,035 paid by us for Mr. Xiao, (d) 401(k) plan matching contributions of $3,622 and life insurance premiums of $673 paid by us for Mr. Sciammas, and (e) 401(k) plan matching contributions of $5,845 and life insurance premiums of $1,035 paid by us for Ms. Tseng.

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Grants of Plan-Based Awards for the Year Ended December 31, 2025

			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1)						Estimated Future Payouts Under Equity Incentive Plan Awards (2)						Grant Date Fair Value of Stock and Option
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		Awards ($)(3)
Michael Hsing		-		-		1,552,500		6,210,000		-		-		-		-
	2/4/2025			-		-		-		-		19,832		99,160		12,686,332
Bernie Blegen		-		-		745,200		2,980,800		-		-		-		-
	2/4/2025			-		-		-		-		5,553		27,765		3,552,199
Deming Xiao		-		-		807,300		3,229,200		-		-		-		-
	2/4/2025			-		-		-		-		8,164		40,820		5,222,429
Maurice Sciammas		-		-		807,300		3,229,200		-		-		-		-
	2/4/2025			-		-		-		-		8,164		40,820		5,222,429
Saria Tseng		-		-		807,300		3,229,200		-		-		-		-
	2/4/2025			-		-		-		-		8,164		40,820		5,222,429

(1)	The amounts reflect the threshold, target and maximum awards under the short-term cash incentive compensation program, which is described in detail in “Named Executive Officer Compensation — Compensation Discussion and Analysis.”

(2)

The amounts reflect the threshold, target, and maximum number of the PSUs that may be earned based on the achievement of specific goals under the long-term equity incentive compensation program, which is described in detail in “Named Executive Officer Compensation —Compensation Discussion and Analysis.”

(3)

The amounts reflect the aggregate grant date fair value of the awards calculated in accordance with ASC Topic 718, excluding the impact of estimated forfeitures. The amounts reflect the target level of performance. The PSUs include a purchase price feature, which requires the NEOs to pay MPS $30 per share upon vesting of the shares. This $30 purchase price requirement is deemed satisfied and waived if the closing stock price on the last trading day of the performance period is $30 higher than the grant date stock price. The grant date fair value was $639.69 per share for the revenue-based PSUs and $429.26 per share for the rTSR-based PSUs. Both values were calculated using a Monte Carlo simulation model. Assumptions used in the calculation of the grant date fair value of the stock awards are set forth in Note 1 and Note 8 to the financial statements included in our 2025 Annual Report.

Narrative Disclosure to 2025 Summary Compensation Table and Grants of Plan-Based Awards for the Year Ended December 31, 2025

A discussion of 2025 salaries, incentive plans and awards is set forth under “Named Executive Officer Compensation — Compensation Discussion and Analysis,” including a discussion of the material terms and conditions of the short-term cash incentive compensation and the long-term equity compensation. For information regarding our employment agreements with the NEOs, see “Named Executive Officer Compensation – Potential Payments Upon Termination or Termination Upon Change in Control – Employment Agreements and Change in Control Arrangements.”

Equity Incentive Grant Policies

We maintain the Monolithic Power Systems Equity Award Grant Policy, which is designed to work in concert with: (1) the administrative provisions of our Amended 2014 Equity Plan and such other plans as we may adopt from time to time (which we refer to collectively as the Plans), (2) the requirements of the Delaware General Corporation Law, (3) the corporate governance requirements of NASDAQ, (4) applicable rules and regulations of the SEC, including those relating to Section 16 of the Exchange Act, and (5) relevant sections of the Internal Revenue Code. Grants to our NEOs are made pursuant to this policy, must be approved by the Compensation Committee and will only be granted at specific times during the year, as described in further detail below.

Plan and Corporate Authorization

Under the Plans, the authorization to administer the grant of equity incentive awards is conferred upon the Board or any committee of the Board as properly constituted under applicable laws. The Board has delegated to the Compensation Committee the authority to serve as administrator of the Plans (including the authority to grant awards under the Plans), and has approved a charter outlining the responsibilities of this committee which also includes this express authority. The delegation of authority to the Compensation Committee is not exclusive; the Board retains the right to formally approve award grants as well. The Compensation Committee may form and delegate authority to subcommittees when appropriate.

In addition, the Board has delegated limited authority for grants of equity awards under the Plans to new employees and consultants to a committee consisting of the Chief Executive Officer (which committee we refer to as the Equity Award Committee). The authority does not extend to grants to the NEOs. The delegation of authority to the Equity Award Committee is not exclusive; the Board and Compensation Committee retain the right to formally approve award grants as well.

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Equity Grants to New Hires

Grants to newly hired employees and consultants (other than Executive Officers as defined below) will generally be made on the date of the next regularly scheduled Board meeting subsequent to the employees’ start date. Management submits the employee equity award recommendations to the Compensation Committee and, if such equity awards are approved by the Compensation Committee, such equity awards will be granted effective as of the date of a meeting approving such awards as evidenced by written minutes of such meeting or the date of the last verification signature or electronic verification over email in the event of a written consent in lieu of the meeting.

New hire grants made to “Executive Officers” (currently defined as the Chief Executive Officer, Chief Financial Officer, Chief Legal Officer, Chief Operations Officer, President, employees who are members of the Board and any other employee determined by the Board to be an Executive Officer) generally will only be granted on the date of the next regularly scheduled Board meeting subsequent to the Executive Officer’s start date and following the recommendation of such grant by the Compensation Committee.

Equity Grants to Existing Employees or Incumbent Members of the Board

Generally, annual grants of equity awards shall be made to key performers at a regularly scheduled Board meeting. Equity awards to non-employee members of the Board shall be made by the Board or pursuant to any automatic grant provisions in the Plans.

Outstanding Equity Awards at 2025 Year-End

The following table sets forth, as to the NEOs, certain information regarding their outstanding stock awards as of December 31, 2025. There were no outstanding option awards held by the NEOs as of December 31, 2025.

	Stock Awards
Name	Grant Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)(1)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1)
Michael Hsing	2/7/2023	(2)		136,825		124,846,792		-		-
	2/6/2024	(3)		-		-		79,608		72,600,904
	2/4/2025	(4)		-		-		99,160		90,122,161
Bernie Blegen	2/7/2023	(2)		38,745		35,353,108		-		-
	2/6/2024	(3)		-		-		22,292		20,329,858
	2/4/2025	(4)		-		-		27,765		25,234,387
Deming Xiao	2/7/2023	(2)		57,170		52,165,110		-		-
	2/6/2024	(3)		-		-		32,772		29,887,409
	2/4/2025	(4)		-		-		40,820		37,099,502
Maurice Sciammas	2/7/2023	(2)		57,170		52,165,110		-		-
	2/6/2024	(3)		-		-		32,772		29,887,409
	2/4/2025	(4)		-		-		40,820		37,099,502
Saria Tseng	2/7/2023	(2)		57,170		52,165,110		-		-
	2/6/2024	(3)		-		-		32,772		29,887,409
	2/4/2025	(4)		-		-		40,820		37,099,502

(1)	The market value of the unvested stock awards is based on the closing market price of our Common Stock of $906.36 as of December 31, 2025, and includes any outstanding dividend equivalents accumulated and unpaid on such awards.

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(2)	Reflects PSUs granted in February 2023. The performance goals with respect to the PSUs were achieved as of December 31, 2025. 100% of the PSUs were settled in February 2026, after a total vesting period of three years, subject to continued employment.

(3)

Reflects PSUs granted in February 2024 and assumes an estimated payout amount based on performance status as of December 31, 2025. Upon actual achievement of the performance goals at the end of the performance period on December 31, 2026, 100% of the PSUs will be settled in February 2027, after a total vesting period of three years, subject to continued employment.

(4)

Reflects PSUs granted in February 2025 and assumes an estimated payout amount based on performance status as of December 31, 2025. Upon actual achievement of the performance goals at the end of the performance period on December 31 2027, 100% of the PSUs will be settled in February 2028, after a total vesting period of three years, subject to continued employment. See “Named Executive Officer Compensation — Compensation Discussion and Analysis” for further discussion.

2025 Option Exercises and Stock Vested

The following table sets forth certain information on the stock awards vested and settled for our NEOs in 2025. There were no option exercises in 2025.

	Stock Awards
Name	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)(1)
Michael Hsing		309,973		340,772,069
Bernie Blegen		89,121		98,201,040
Deming Xiao		137,692		151,735,327
Maurice Sciammas		137,692		151,735,327
Saria Tseng		137,692		151,735,327

(1)	Value realized on vesting is equal to (a) the closing price of our Common Stock on the vesting date, less any purchase price, multiplied by the number of shares that vested, plus (b) accumulated dividend equivalents attributable to such shares.

The amount of realized value of the vested stock awards for our NEOs is directly linked to the significant increase in our stock price during the vesting periods, thereby consistently creating significant long-term value for our stockholders. Each year, based on feedback from our stockholders, the Compensation Committee imposes substantial performance and vesting periods on all of our stock awards granted to the NEOs. In 2025, a significant portion of Mr. Hsing’s realized stock value was attributable to the MSUs granted in October 2022. These MSUs had a performance and vesting period over three years. During this period, our stock price increased by more than 220%, as illustrated in the chart below:

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As a result of the significant stock price appreciation during the long vesting period, the realized value of the MSUs also increased when the shares fully vested in October 2025. Hypothetically, if our stock price had remained at the grant date level ($342.16) with no increase during the vesting period, Mr. Hsing’s realized value for the MSUs, and therefore his total realized stock value in 2025, would have been $231.1 million lower.

In summary, we believe that our NEOs’ realized pay in 2025 is in full alignment with long-term stockholder interests given that a significant portion of their realized pay is attributed to their stock awards earned based on strong company performance and being subject to a long service-based vesting period, combined with our stock price increasing significantly during this period.

2025 Non-Qualified Deferred Compensation Plan

We have a non-qualified, unfunded deferred compensation plan, which allows key employees, including our NEOs, to defer the receipt of, and taxation on, cash compensation. Plan participants may defer up to 70% of their salary and up to 90% of their non-equity incentive plan compensation. Plan participants may elect to receive the deferred funds either in a lump sum or in annual installments of up to ten years, and to begin receiving distributions either at retirement or at a future date not less than 24 months from the election date. Investment returns on deferred balances are linked to the performance of the investment choices available in the plan. We do not make contributions to the plan or guarantee returns on the investments. The following table summarizes the non-qualified deferred compensation activity for our NEOs in 2025:

Name	Executive Contributions in Last FY ($)(1)		Aggregate Earnings in Last FY ($)(2)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last FYE ($)(3)
Michael Hsing		-		1,133,223		-		23,082,277
Bernie Blegen		-		205,840		-		1,750,726
Deming Xiao		2,226,165		1,329,169		-		17,188,877
Maurice Sciammas		-		965,874		-		8,685,154
Saria Tseng		-		1,955,805		1,325,813		14,190,021

(1)	All executive contributions are reported as salary or non-equity incentive plan compensation in “Named Executive Officer Compensation - 2025 Summary Compensation Table.”

(2)

Represents the net amounts credited to the NEOs’ accounts as a result of the performance of their investment choices. The amounts are not included in “Named Executive Officer Compensation - 2025 Summary Compensation Table” because plan earnings are not “preferential or above-market” under SEC rules.

(3)	Includes the following cumulative amounts reported as compensation for the NEOs in the Summary Compensation Tables for previous years: (a) Mr. Hsing, $17,140,812; (b) Mr. Blegen, $786,811; (c) Mr. Xiao, $9,585,535; (d) Mr. Sciammas, $5,716,481; and (e) Ms. Tseng, $9,244,479.

Potential Payments Upon Termination or Termination Upon Change in Control

Employment Agreements and Change in Control Arrangements

We have entered into employment agreements with each of our NEOs. The employment agreements establish the initial titles, salaries, and reporting responsibilities for the NEOs. The employment agreements also provide that each NEO may participate in our equity, bonus and benefits programs. Each of the employment agreements with Mr. Hsing, Mr. Xiao and Mr. Sciammas was amended in December 2008 to bring the agreements into compliance with Section 409A of the Internal Revenue Code. The employment agreement with Mr. Xiao was subsequently amended in March 2011 to grant Mr. Xiao an equity interest in Hue Ming LLC, a Delaware limited liability company formed by us, in connection with an ownership transfer of a corporate apartment in Chengdu, China, to Mr. Xiao. The equity interest became fully vested in March 2016 and Hue Ming LLC was dissolved.

In addition to the terms described above, the employment agreements also provide certain severance benefits upon termination without cause or for good reason, including within one year following a change in control (a “Change in Control with Termination”), as described in the following table. We have followed general market practices for senior executives in allowing limited change in control arrangements for selected officers.

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NEOs	Agreement and Date		Termination without Cause or Departure for Good Reason		Change in Control with Termination
Michael Hsing	Employment Agreement dated March 10, 2008, as amended December 16, 2008.	●	Base salary, target annual bonus and COBRA premiums for group-health plan benefits for 12 months, payable in installments in accordance with our standard payroll practices as long as the executive is not employed by another company.	●	Base salary, target annual bonus and COBRA premiums for group-health plan benefits for a period of 12 months, payable in installments in accordance with our standard payroll practices as long as the executive is not employed by another company.

		●	Acceleration of vesting of unvested equity grants equal to the number of shares that would have vested had the executive remained an employee for 12 months following the termination of employment.	●	Acceleration of vesting of 100% of unvested equity grants.(1)
Bernie Blegen	Employment Agreement dated July 19, 2016.	●	Base salary, target annual bonus and COBRA premiums for group-health plan benefits for six months, payable in installments in accordance with our standard payroll practices as long as the executive is not employed by another company.	●	Base salary, target annual bonus and COBRA premiums for group-health plan benefits for a period of 12 months, payable in installments in accordance with our standard payroll practices as long as the executive is not employed by another company.

		●	Acceleration of vesting of unvested equity grants equal to the number of shares that would have vested had the executive remained an employee for six months following the termination of employment.	●	Acceleration of vesting of 100% of unvested equity grants.(1)
Deming Xiao	Employment Agreement dated March 10, 2008, as amended December 16, 2008 and March 3, 2011.	●	Base salary, target annual bonus and COBRA premiums for group-health plan benefits for six months, payable in installments in accordance with our standard payroll practices as long as the executive is not employed by another company.	●	Base salary, target annual bonus and COBRA premiums for group-health plan benefits for a period of 12 months, payable in installments in accordance with our standard payroll practices as long as the executive is not employed by another company.

		●	Acceleration of vesting of unvested equity grants equal to the number of shares that would have vested had the executive remained an employee for six months following the termination of employment.	●	Acceleration of vesting of 100% of unvested equity grants.(1)
Maurice Sciammas	Employment Agreement dated March 10, 2008, as amended December 16, 2008.	●	Base salary, target annual bonus and COBRA premiums for group-health plan benefits for six months, payable in installments in accordance with our standard payroll practices as long as the executive is not employed by another company.	●	Base salary, target annual bonus and COBRA premiums for group-health plan benefits for a period of 12 months, payable in installments in accordance with our standard payroll practices as long as the executive is not employed by another company.

		●	Acceleration of vesting of unvested equity grants equal to the number of shares that would have vested had the executive remained an employee for six months following the termination of employment.	●	Acceleration of vesting of 100% of unvested equity grants.(1)
Saria Tseng	Employment Agreement dated December 16, 2008, as amended February 9, 2010.	●	Base salary, target annual bonus and COBRA premiums for group-health plan benefits for six months, payable in installments in accordance with our standard payroll practices as long as the executive is not employed by another company.	●	Base salary, target annual bonus and COBRA premiums for group-health plan benefits for a period of 12 months, payable in installments in accordance with our standard payroll practices as long as the executive is not employed by another company.

		●	Acceleration of vesting of unvested equity grants equal to the number of shares that would have vested had the executive remained an employee for six months following the termination of employment.	●	Acceleration of vesting of 100% of unvested equity grants.(1)

(1)

With respect to those PSUs that have not been earned because the performance period is still in progress, a pro-rata portion of such awards shall vest to the extent the applicable performance levels are achieved through the date of the change in control, in accordance with the individual grant agreements.

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Each of the employment agreements with our NEOs also contains a provision whereby during the period of employment and thereafter, the executive shall not, without the prior written consent of us, disclose or use any confidential information or proprietary data other than for our interest. These employment agreements also contain a covenant not to solicit, beginning with the date of the executive’s termination and until one year thereafter.

A “change in control” of MPS means a merger or consolidation after which our stockholders do not hold a majority of our outstanding voting securities, any transaction involving the transfer of greater than 50% of our voting power (unless otherwise provided for in an award agreement), a change in the composition of the Board occurring within a 12-month period, as a result of which less than a majority of the directors are incumbent directors (as such term is defined in the employment agreements), or a sale of all or substantially all our assets. “Cause” generally means the NEO’s failure to perform the duties or responsibilities of his or her employment, the NEO personally engaging in illegal conduct that is detrimental to us, the NEO being convicted of or pleading nolo contendere to a felony or other crime involving moral turpitude, or the NEO committing a material act of dishonesty, fraud or misappropriation of property. “Good Reason” generally means the NEO’s termination of employment following the expiration of an applicable cure period (as designated in each employment agreement) following the occurrence of: a material reduction in compensation (except where a substantially equivalent reduction is applied to all our officers), a material, adverse reduction in the NEO’s authority, responsibilities or duties, or a material change in the location at which the NEO performs services.

Estimated Payments Upon Termination or Change in Control with Termination

The following table sets forth the estimated payments required to be made to each NEO in connection with the termination of his or her employment upon specified events, assuming a stock price of $906.36 per share, the closing price as of December 31, 2025. The estimated amounts shown also assume that the termination was effective as of December 31, 2025, and include estimates of severance benefits which would be paid to the executives upon their termination. The actual amounts payable to each NEO can only be determined at the time of the termination of the executive’s employment.

	Termination without Cause or Departure for Good Reason								Change in Control with Termination
Name	Base Salary and Target Bonus ($)		Acceleration of Vesting of Equity Awards ($)		Other ($)		Total Compensation ($)		Base Salary and Target Bonus ($)		Acceleration of Vesting of Equity Awards ($)		Other ($)		Total Compensation ($)
Michael Hsing		2,587,500		119,907,957		27,426		122,522,883		2,587,500		193,065,088		27,426		195,680,014
Bernie Blegen		621,000		33,954,568		10,931		34,586,499		1,242,000		54,439,633		21,862		55,703,495
Deming Xiao		672,750		50,101,501		13,578		50,787,829		1,345,500		80,217,638		27,156		81,590,294
Maurice Sciammas		672,750		50,101,501		18,291		50,792,542		1,345,500		80,217,638		36,582		81,599,720
Saria Tseng		672,750		50,101,501		20,853		50,795,104		1,345,500		80,217,638		41,705		81,604,843

In the event the NEOs resign without good reason or we terminate their employment for cause, we will have no obligation to pay or provide any compensation or benefits as a result of the employment agreements between us and the NEOs. In the event of the NEOs’ death or disability, except as required by applicable law, we will have no obligation to pay or provide any compensation or benefits under the employment agreements between us and the NEOs.

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CEO Pay Ratio

For 2025, our CEO pay ratio was determined as follows:

●	The annual total compensation of our CEO was $19,930,736 as reported in the “Total” column in the 2025 Summary Compensation Table disclosed above.

●	The median of the annual total compensation of all employees (other than our CEO) was $53,601. The median employee was located in China.

●	The ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was 372 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

For purposes of calculating the amount of total compensation paid to our median employee in 2025, we used the same median employee that we identified in 2023, as permitted under the SEC rules. There have been no changes in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure. To determine the median employee in 2023, we applied the following methodologies and assumptions:

●	We selected December 31, 2023 as the date for purposes of establishing the employee population used in identifying the median employee.

●

As of December 31, 2023, our global headcount consisted of approximately 3,500 permanent and temporary employees, with a majority of these employees located in international locations with various market wages and cost of living standards. All of these employees (other than our CEO) were included in the employee population used in identifying the median employee.

●	We used payroll and equity plan records for the twelve-month period from January 1, 2023 to December 31, 2023. The components of annual compensation included base salary, sales commissions, bonuses, the grant date fair value of stock awards and certain employee benefits.

●	Total compensation was annualized for permanent employees who commenced employment during the year. Total compensation was not annualized for temporary employees.

●	No cost-of-living or other adjustments permissible by SEC rules were made.

The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

Alternative Measure:

As discussed in the Compensation Discussion and Analysis section above, 95% of our CEO’s annual compensation was tied to rigorous performance conditions in 2025, while the annual compensation of our median employee was not tied to performance goals. Accordingly, as an alternative measure, management believes that a more direct and meaningful pay ratio is to compare compensation that is not tied to any performance objectives. Based on this method, our alternative CEO pay ratio was determined as follows:

●	The alternative annual total compensation of our CEO was $1,034,404.

●	The median of the annual total compensation of all employees (other than our CEO) remained $53,601.

●	The ratio of the alternative annual total compensation of our CEO to the median of the annual total compensation of all employees was 19 to 1.

Pay Versus Performance

The following Pay Versus Performance information presents the compensation of our NEOs disclosed in the Summary Compensation Table (“SCT”), as well as compensation actually paid (“CAP”) to our NEOs and certain performance measure results prepared in accordance with Item 402(v) of SEC Regulation S-K.

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As discussed further below, the CAP amounts do not necessarily represent actual compensation earned or realized by our NEOs in a given year. The Compensation Committee did not consider the Pay Versus Performance information in making its compensation decisions for our NEOs. For additional information about our performance-based pay philosophy and how the Compensation Committee aligns executive compensation with our performance, refer to “Named Executive Officer Compensation — Compensation Discussion and Analysis” in this Proxy Statement and in the proxy statements for 2021, 2022, 2023 and 2024.

											Value of Initial Fixed $100 Investment Based on:
Year	Summary Compensation Table Total for PEO ($)(1)		Compensation Actually Paid to PEO ($)(1)(2)			Average Summary Compensation Table Total for Non-PEO NEOs ($)(1)		Average Compensation Actually Paid to Non- PEO NEOs ($)(1)(2)				TSR ($)(3)		Peer Group TSR ($)(3)		Net Income (in thousands)($)(4)		Company-Selected Measure: Non-GAAP Operating Income (in thousands)($)(5)
2025		19,930,736		250,151,561			8,503,205		100,388,505				256.61		253.38		621,483		989,373
2024		18,979,292		21,914,905			8,070,410		8,549,589				166.15		178.14		1,592,058		768,132
2023		14,643,469		138,253,668			5,936,147		48,844,169				175.91		149.36		427,374		648,031
2022		20,664,936		(66,596,378	)		8,578,977		(18,412,649	)			97.85		90.58		437,672		688,899
2021		20,254,831		114,053,034			7,227,671		35,989,415				135.49		141.16		242,023		400,289

(1)	For each of 2021, 2022, 2023, 2024 and 2025, (each, a “Covered Year”), our CEO, Mr. Hsing, served as our principal executive officer (“PEO”). For each Covered Year, our non-PEO NEOs were Mr. Blegen, Mr. Xiao, Mr. Sciammas and Ms. Tseng.

(2)	The amounts represent the CAP amounts calculated in accordance with SEC rules. The following table provides a reconciliation of the SCT amounts to the CAP amounts for 2025:

		FY 2025
Reconciliation of SCT amounts to CAP amounts (a)		PEO ($)			Average Non-PEO NEOs ($)
Total SCT amounts			19,930,736			8,503,205
-	“Stock Awards” amounts under the SCT		(12,686,332	)		(4,804,872	)
+	Covered Year-end fair value of awards granted in the Covered Year that are outstanding and unvested as of the end of the Covered Year		17,520,279			6,635,700
+	Change in fair value (from prior year-end to Covered Year-end) of awards granted prior to Covered Year that are outstanding and unvested as of the end of the Covered Year		68,692,700			26,252,611
+	Change in fair value (from prior year-end to vesting date) of awards granted prior to Covered Year that vested in the Covered Year		156,694,178			63,801,861
Total CAP amounts			250,151,561			100,388,505

(a)

The grant date fair value of the equity awards was determined using a Monte Carlo simulation model. Assumptions used in the grant date valuation are disclosed in our 2025 Annual Report. For equity awards vested during the applicable Covered Year, the fair value was based on the closing stock price plus accumulated dividend equivalents at the vesting date. For outstanding equity awards for which the performance conditions have not been achieved, the year-end fair value was determined using a Monte Carlo simulation model. For outstanding equity awards for which all the performance conditions have been achieved but additional time-based service conditions are required, the year-end fair value was based on the closing stock price plus accumulated dividend equivalents. The increases or decreases in the year-end fair value were primarily driven by changes in our stock price.

(3)

For purposes of this tabular disclosure, our peer group represents the PHLX Index, which we also disclose in the stock performance graph required by Item 201(e) of Regulation S-K included in our 2025 Annual Report. For each Covered Year, our TSR and our peer group’s TSR were calculated as the cumulative TSR from December 31, 2020 through the last day of the applicable Covered Year, assuming that $100 was invested on December 31, 2020. Because fiscal years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time.

(4)

The amounts represent GAAP net income. In February 2026, we restated 2024 GAAP net income in our 2025 Annual Report. For further information regarding the restatement, see Note 2 to the financial statements included in our 2025 Annual Report.

In 2024, one of our foreign subsidiaries was granted a ten-year tax incentive. A deferred tax benefit of approximately $1.1 billion, net of $0.2 billion of deferred tax liability and $0.1 billion of valuation allowance, was recorded in 2024 to reflect the estimated future reductions in cash tax paid in that jurisdiction associated with the incentive. This deferred tax benefit favorably impacted our 2024 GAAP net income.

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(5)

In our assessment, the Company-Selected Measure is non-GAAP operating income, which represents the most important financial performance measure used by us to link CAP to our NEOs, for 2025, to our performance. Refer to “Named Executive Officer Compensation - Compensation Discussion and Analysis” for further discussion. Non-GAAP operating income represents GAAP operating income, excluding stock-based compensation and related expense, deferred compensation expense/income, amortization of acquisition-related intangible assets and litigation expense. See Annexure A for a reconciliation of GAAP operating income to non-GAAP operating income used in our short-term cash incentive plan.

Relationship Between CAP and Performance Measures

Because our executive compensation program consists primarily of performance-based equity awards, the main determinants of the CAP amounts, as calculated under SEC rules, are our stock price, actual payouts from equity awards vested during the applicable Covered Year, and the number of outstanding equity awards based on projected and actual performance achievement. As shown in the table above, the CAP amounts include year-end revaluations of equity awards granted in the applicable Covered Year, plus changes in the fair value of vested and outstanding equity awards, all of which are heavily impacted by the performance of our stock price.

Relationship Between CAP and TSR:

The following chart compares the CAP amounts to our TSR and our peer group's TSR since December 31, 2020, measured as of the last day of each Covered Year.

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Relationship Between CAP and Net Income:

The following chart compares the CAP amounts to our net income for each Covered Year.

Relationship Between CAP and Company-Selected Measure:

The following chart compares the CAP amounts to the Company-Selected Measure for each Covered Year.

2025 Tabular List of Performance Measures

The following list includes the most important performance measures used by us to link CAP to our NEOs, for 2025, to our performance. These measures are not ranked.

●	Revenue growth rate

●	Non-GAAP operating income

●	Relative TSR

●	Manufacturing capacity

●	Revenue generated from EV manufacturers

●	Revenue generated from products for EV powertrains and 48-volt electrical systems

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Equity Compensation Plan Information

The following table summarizes certain information under our equity compensation plans as of December 31, 2025:

Plan Category

Number of

securities to be

issued

upon exercise

outstanding

options,

warrants

and rights

(#)(a)

Weighted-

average

exercise price

of outstanding

options,

warrants

and rights

($)(b)

Number of

securities

remaining

available for

future

issuance under

equity

compensation

plans

(excluding

securities

reflected

in column (a))

(#)(c)

Equity compensation plans approved by stockholders (1)

771,000

(2)

20.52

(3)

7,931,000

(4)

(1)	Our equity compensation plans approved by stockholders include the following:

(i)

Amended 2014 Equity Plan, which became effective in June 2020 and provides for the issuance of up to 10.5 million shares. The Amended 2014 Equity Plan has a ten-year term and will expire in June 2030.

(ii)

Amended 2004 ESPP, which became effective in August 2023 and provides for the issuance of up to 4.4 million shares. The Amended 2004 ESPP has a 15-year term and will expire in August 2038.

(2)

Includes 74,000 RSUs, 565,000 PSUs and 132,000 MSUs. The number of securities reported for performance-based awards was generally based on the actual number of shares that have been earned, but are subject to additional service conditions before they vest. For those performance-based awards that have not been earned because the performance period was still in progress, the number of securities reported was based on the probable outcome of the performance conditions, and thus may differ from eventual dilution.

(3)	RSUs and MSUs have no purchase price. PSUs require employees to pay MPS $30 per share upon vesting of the shares, but this purchase price requirement is waived if certain price targets are met during the performance period.

(4)	Includes 3,564,000 shares that remained available for future issuance under the Amended 2014 Equity Plan (all of which may be subject to awards other than options, warrants and other rights), and 4,367,000 shares that remained available for future issuance under the Amended 2004 ESPP.

Recovery Analysis Regarding Incentive-Based Compensation

Background

In connection with the preparation of our 2025 consolidated financial statements, we identified an accounting error related to deferred income taxes associated with a one-time tax incentive granted by a certain foreign jurisdiction in the fourth quarter of 2024. On February 26, 2026, the Audit Committee concluded that the error was material to our previously issued financial statements, requiring a restatement of our audited 2024 consolidated financial statements. The restatement resulted in a decrease to income tax benefit, net, and deferred income taxes of $194.6 million in the consolidated financial statements as of and for the year ended December 31, 2024. We also restated our unaudited 2025 quarterly condensed consolidated financial statements. The restatement included adjustments to deferred tax assets, deferred tax liabilities, retained earnings, income tax benefit, net income, and net income per share. See Note 2 and Note 17 to the financial statements included in our 2025 Annual Report, as well as our Form 8-K filed with the SEC on February 27, 2026, for further details.

The error and corrective adjustments were non-cash in nature, and they did not impact key metrics used by MPS in managing operations, such as revenue, gross margin, operating expenses, non-GAAP net income and non-GAAP diluted net income per share. The error did not involve misconduct by any executive officers or employees.

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Recovery Analysis

Following the restatement and the filing of the 2025 Annual Report, the Compensation Committee conducted a recovery analysis under our Compensation Clawback Policy, which was adopted pursuant to SEC Rule 10D-1 and NASDAQ listing standards.

Recovery Period:

The Compensation Committee determined that the applicable recovery period consisted of 2023, 2024 and 2025 (the “Recovery Period”), representing the three completed fiscal years immediately preceding the date on which the Audit Committee concluded that the restatement was required.

Determination of Affected Awards:

The Compensation Committee reviewed all incentive-based compensation received by our executive officers during the Recovery Period to identify those awards that were potentially affected by the restatement:

Award Type	Year (1)	Performance Condition	Conclusion
Annual short-term cash incentives	2023, 2024 and 2025	Non-GAAP operating income	The metric was not affected by the restatement.
2021 PSUs	2023	Environmental sustainability	The metrics were not affected by the restatement.
2022 MSUs	2024 and 2025	Stock price hurdles and relative TSR	Clawback analysis was required.
2023 PSUs	2025	Revenue growth rate and manufacturing capacity	The metrics were not affected by the restatement.

(1)	Represents the years during which the applicable performance conditions were attained.

Independent Assessment:

The recoverable amount, if any, is the excess of incentive-based compensation received by the executive officers over the amount that would have been received had it been determined based on the restated results. Because the impact of a restatement on incentive-based compensation based on stock price and TSR achievement cannot be mathematically recalculated, SEC Rule 10D-1 and NASDAQ listing standards require the use of reasonable estimates to make the determination. The Compensation Committee engaged a valuation advisory firm to perform an analysis of the effect of the restatement on the 2022 MSUs. The Compensation Committee assessed the independence of the advisory firm pursuant to SEC rules and also concluded that no conflict of interest has been raised by the advisory firm's work or otherwise exists that would prevent them from serving as an independent advisor to the Compensation Committee in this analysis.

Payout of the 2022 MSUs was based on the satisfaction of two market conditions over the performance period from October 2022 to October 2025:

Condition One:

The average closing price of our Common Stock over 90 consecutive trading days must meet or exceed five stock price targets, ranging from $455.41 to $591.25, at any time during the performance period. We achieved all five price targets as of March 2024. Because all five stock price targets were satisfied prior to the period affected by the restatement, the advisory firm concluded that the restatement had no impact on the achievement of this condition.

Condition Two:

Our three-year TSR relative to the TSR of the companies comprising the PHLX Index must rank at or above the 50^th percentile. At the end of the performance period, our TSR was approximately 150% and ranked at the 72^nd percentile, well above the 50^th percentile threshold. A TSR of approximately 43.3% would have been sufficient to satisfy the 50^th percentile threshold, indicating a substantial margin of outperformance.

To estimate our stock price levels and TSR absent the misstatement, the advisory firm performed a “but-for” analysis supported by the following two methodologies:

(1)

Fundamental Analysis. The advisory firm recast the TSR by factoring in the impact of the restatement on two key financial metrics - net income and net income per share. The analysis showed that our TSR would have decreased from approximately 150% to 137%. This reduction would not have changed our relative TSR rank, which remained at the 72^nd percentile. As stated above, our TSR would have needed to fall to approximately 43.3% for there to be a failure to satisfy the performance condition.

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(2)

Event Study. The advisory firm recast the TSR by analyzing the adjusted stock price returns following the restatement announcement, which were calculated as the difference between the actual returns and the expected returns based on our historical stock performance compared to the PHLX Index. The analysis showed that our TSR would have decreased by less than 1%, suggesting that the restatement did not have a material impact on the stock price.

Conclusion

Based on a review of the independent analysis performed by the advisory firm, the Compensation Committee concluded that the restatement did not affect the attainment of the applicable performance conditions or the resulting payout levels of the 2022 MSUs. Since no excess incentive-based compensation was determined to have been received by any executive officers during the Recovery Period, no recovery of compensation was required under our Compensation Clawback Policy.

Audit Committee Report

The purpose of the Audit Committee is to provide oversight of our accounting and financial reporting processes and the audit of our financial statements, appoint the independent registered public accounting firm to audit our financial statements, and assist the Board in the oversight of: (i) the integrity of our financial statements, (ii) our compliance with legal and regulatory requirements, (iii) the independent registered public accounting firm's qualifications, independence and performance, and (iv) our internal accounting and financial controls. In addition, the Audit Committee provides the Board with such information and materials as it may deem necessary to make the Board aware of financial matters requiring the attention of the Board.

The Audit Committee has a duly adopted charter, which it reviews on an annual basis.

The Audit Committee is responsible for recommending to the Board that our financial statements be included in its Annual Report on Form 10-K. The Audit Committee took a number of steps in making this recommendation for 2025, including:

●	reviewing and discussing the audited financial statements with our independent registered public accounting firm and management;

●	discussing with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board; and

●

receiving the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm's communications with the Audit Committee concerning independence, and discussing with the independent registered public accounting firm their independence.

Based upon the reviews and discussions described in this report, the Audit Committee recommended to the Board that the audited financial statements be included in the 2025 Annual Report for filing with the SEC.

Members of the Audit Committee (as of the date the actions above were taken):

Eileen Wynne, Chair

Herbert Chang

Victor K. Lee

Jeff Zhou

Other Matters

We know of no other matters to be submitted at the meeting. If any other matters properly come before the meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as we may recommend.

Forward-Looking Statements

Safe Harbor Statement

This Proxy Statement contains forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not historical facts or guarantees of future performance or events, are based on current expectations, estimates, beliefs, assumptions, goals, and objectives, and involve significant known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from the results expressed by these statements. Readers of this Proxy Statement are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. Forward-looking statements involve significant risks and uncertainties, including those identified in our SEC filings, including, but not limited to, our 2025 Annual Report. The forward-looking statements in this Proxy Statement represent our projections and current expectations, as of the date hereof, not predictions of actual performance.

	BY ORDER OF THE BOARD OF DIRECTORS
Dated: April 30, 2026
	Saria Tseng
	Executive Vice President, Strategic Corporate Development, General Counsel and Corporate Secretary

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Annexure A

RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES (1)

(in thousands, except per-share amounts)

	FY 2025			FY 2024			FY 2023			FY 2022			FY 2021
GAAP operating income	$	728,636		$	539,358		$	481,736		$	526,785		$	262,417
Stock-based compensation and related expenses		241,841			213,209			149,711			160,992			123,479
Amortization of acquisition-related intangible assets		1,280			1,303			132			132			44
Deferred compensation plan expense (income), net		10,617			10,267			9,561			(7,011	)		5,124
Non-GAAP operating income		982,374			764,137			641,140			680,898			391,064
Litigation expense		6,999			3,995			6,891			8,001			9,225
Non-GAAP operating income used in short-term cash incentive plan	$	989,373		$	768,132		$	648,031		$	688,899		$	400,289

GAAP net income (2)(3)	$	621,483		$	1,592,058		$	427,374		$	437,672		$	242,023
Stock-based compensation and related expenses		241,841			213,209			149,711			160,992			123,479
Amortization of acquisition-related intangible assets		1,280			1,303			132			132			44
Deferred compensation plan expense (income), net		585			867			1,055			(411	)		561
Tax effect		(6,755	)		(26,922	)		(3,625	)		1,559			(9,434	)
Recognition of a tax benefit granted to a foreign subsidiary (2)(3)		-			(1,090,760	)		-			-			-
Non-GAAP net income	$	858,434		$	689,755		$	574,647		$	599,944		$	356,673

GAAP net income per share - diluted (2)(3)	$	12.86		$	32.60		$	8.76		$	9.05		$	5.05
Non-GAAP net income per share - diluted	$	17.77		$	14.12		$	11.78		$	12.41		$	7.45
Shares used in the calculation of diluted net income per share		48,309			48,835			48,771			48,358			47,889

(1)

These non-GAAP financial measures are not prepared in accordance with GAAP and should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. MPS utilizes both GAAP and non-GAAP financial measures to assess what it believes to be its core operating performance, and to evaluate and manage its internal business and assist in making financial, operating and compensation decisions. Our Compensation Committee also evaluates non-GAAP financial measures when reviewing management’s performances and reaching compensation decisions. MPS believes that the non-GAAP financial measures, together with GAAP measures, provide investors with an alternative presentation useful to their understanding of MPS’s core operating results and trends. Additionally, MPS believes that the inclusion of non-GAAP measures, together with GAAP measures, may provide investors with an additional dimension of comparability to similar companies. However, investors should be aware that non-GAAP financial measures utilized by other companies are not likely to be comparable in most cases to the non-GAAP financial measures used by MPS.

(2)

(3)

In February 2026, we restated our 2024 GAAP income tax benefit, net, GAAP net income and GAAP diluted net income per share in our 2025 Annual Report. The restatement did not affect any other financial measures presented in the table above. For further information regarding the restatement, see Note 2 to the financial statements included in our 2025 Annual Report.

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Source: View Original Filing on SEC EDGAR

FAQ

What proposals are MPWR stockholders voting on at the 2026 annual meeting?

Stockholders will vote on three key proposals: electing two Class I directors, ratifying EY as the independent registered public accounting firm for 2026, and approving on an advisory basis the compensation of named executive officers through the say-on-pay resolution.

When is Monolithic Power Systems’ 2026 annual meeting and who can attend?

The 2026 annual meeting is on June 11, 2026 at 10:00 a.m. Pacific Time. It will be held virtually. Stockholders of record at the close of business on April 15, 2026 can register, attend online, vote their shares and submit questions during the webcast.

How strong was MPWR’s 2025 financial performance highlighted in the proxy?

Monolithic Power Systems reported 2025 revenue of $2.79 billion, up 26.4% from 2024. GAAP operating income rose to $728.6 million and non-GAAP operating income to $982.4 million, while non-GAAP diluted EPS increased to $17.77, reflecting significant growth versus the prior year.

What changes did MPWR make to its Board structure and stockholder rights?

The Board is being declassified over time so all directors stand for annual elections by 2030. In 2025 the company also amended its bylaws to lower the stock ownership threshold for calling a special meeting from 30% to 25% of outstanding shares.

How does Monolithic Power Systems link executive pay to performance?

Named executive officers receive relatively low fixed salaries and high at-risk incentives. 2025 annual cash bonuses were tied to non-GAAP operating income, while performance-based RSUs vest on three-year goals for revenue growth versus the analog industry and total stockholder return relative to peers.

What dividend information does MPWR’s proxy statement provide?

The company declared total cash dividends of $6.24 per share in 2025, up from $5.00 in 2024 and $4.00 in 2023. In February 2026, the Board approved a further increase to $2.00 per quarter, or $8.00 per share on an annual basis.

How is ESG oversight organized at Monolithic Power Systems?

ESG oversight ultimately rests with the Board, supported by its committees and a cross-functional steering committee. The NCG Committee oversees environmental and social initiatives and cybersecurity, the Compensation Committee covers human capital, and the Audit Committee oversees ESG-related reporting and controls.

Monolithic Power Systems (NASDAQ: MPWR) details 2026 proxy, board changes and pay

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FAQ

What proposals are MPWR stockholders voting on at the 2026 annual meeting?

When is Monolithic Power Systems’ 2026 annual meeting and who can attend?

How strong was MPWR’s 2025 financial performance highlighted in the proxy?

What changes did MPWR make to its Board structure and stockholder rights?

How does Monolithic Power Systems link executive pay to performance?

What dividend information does MPWR’s proxy statement provide?

How is ESG oversight organized at Monolithic Power Systems?