SiTime (SITM) appoints Faraj Aalaei to board and compensation committee

Rhea-AI Filing Summary

SiTime Corporation reported that its board of directors has been expanded to nine members and that Faraj Aalaei has been appointed as a Class II director, effective immediately. His term will run until the company’s 2027 annual meeting of stockholders, and he will also serve on the Compensation and Talent Committee.

The company states there is no arrangement or understanding with any party regarding his selection, and no related-party transactions requiring disclosure. Aalaei is the founder and CEO of Cognichip, and has extensive semiconductor and venture capital experience, including prior leadership roles at Aquantia, Marvell and Centillium Communications. As an independent director, he will receive cash retainers and restricted stock unit awards under SiTime’s existing Independent Director Compensation Policy. SiTime and Aalaei have entered into a letter agreement and he has signed the company’s standard indemnity agreement. A press release announcing his appointment is included as an exhibit.

false0001451809January 21, 2026Santa ClaraCalifornia(408)328-440000014518092026-01-212026-01-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________________________________________

FORM 8-K

_________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 21, 2026

_________________________________________________________

SiTime Corporation

(Exact name of Registrant as Specified in Its Charter)

_________________________________________________________

Delaware			001-39135			02-0713868
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)
5451 Patrick Henry Drive
Santa Clara, California						95054
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s Telephone Number, Including Area Code: (408) 328-4400

(Former Name or Former Address, if Changed Since Last Report)

_________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

SITM

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 21, 2026, upon recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of SiTime Corporation (the “Company”), the Board expanded the size of the Board to nine directors and appointed Faraj Aalaei as a Class II director, in each case, effective immediately. The term of Mr. Aalaei’s directorship will expire at the Company’s 2027 Annual Meeting of Stockholders. The Board also appointed Mr. Aalaei to the Compensation and Talent Committee.

There is no arrangement or understanding between Mr. Aalaei and the Company or any other persons pursuant to which Mr. Aalaei was selected as a director. Additionally, there are no transactions involving the Company and Mr. Aalaei that the Company would be required to report pursuant to Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).

Faraj Aalaei, 64, is the founder of Cognichip, Inc. (“Cognichip”), an AI software company building a virtual Chip design co-worker, where he has served as Chief Executive Officer and as Chairperson of board of directors since April 2024. Since July 2016, Mr. Aalaei has served as Founding General Partner of Candou Ventures, a venture capital investment firm. From January 2009 to May 2019, Mr. Aalaei served as Chairperson, President, and Chief Executive Officer of Aquantia Corp. (“Aquantia”), a semiconductor company, acquired by Marvell Technology Group Ltd. (“Marvell”) in September 2019. From May 2019 to May 2020, Mr. Aalaei served as Executive Vice President of Marvell. Prior to Aquantia, Mr. Aalaei co-founded Centillium Communications, Inc., a semiconductor solutions company, where he served in various roles from February 1997 to October 2008, most recently as Chief Executive Officer. Mr. Aalaei received an Honorary Doctorate in Engineering from Wentworth Institute of Technology. Mr. Aalaei holds a B.S. in Electrical Engineering Technology, from Wentworth Institute of Technology, an M.S. in Electrical Engineering Communications from the University of Massachusetts, and an M.B.A. from the University of New Hampshire. Mr. Aalaei holds three US Patents.

For his service on the Board, Mr. Aalaei will be compensated pursuant to the Company’s Independent Director Compensation Policy (the “Policy”), which is attached as Exhibit 10.36 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 filed with the Commission on May 8, 2025 (File No. 001-39135). As set forth in the Policy, Mr. Aalaei’s compensation consists of a cash retainer for service on the Board, as well as a one-time initial restricted stock unit (“RSU”) award and a one-time initial prorated RSU award upon his appointment to the Board, and an additional RSU award to be granted on the first business day following the conclusion of each annual meeting of stockholders following his appointment, including the 2026 Annual Meeting of Stockholders.

In connection with his appointment to the Board, the Company and Mr. Aalaei entered into a letter agreement (the “Letter Agreement”). A copy of the Letter Agreement is filed and attached hereto as Exhibit 10.1 and is incorporated herein by reference. In addition, Mr. Aalaei has entered into the Company’s standard form of indemnity agreement, which is attached as Exhibit 10.1 to the Company’s Annual Report on Form 10-K filed with the Commission on February 16, 2021 (File No. 001-39135).

Item 7.01 Regulation FD Disclosure.

A copy of the press release announcing the appointment of Mr. Aalaei is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information furnished in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits.

Exhibit No.			Description
10.1			Letter Agreement dated January 21, 2026, between SiTime Corporation and Mr. Faraj Aalaei
99.1			Press Release of SiTime Corporation dated January 21, 2026
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

									SiTime Corporation
Date:			January 21, 2026			By:			/s/ Vincent P. Pangrazio
									Vincent P. Pangrazio
									Executive Vice President, Chief Legal Officer and Corporate Secretary

FAQ

What board change did SiTime (SITM) announce in this 8-K?

SiTime reported that its Board of Directors expanded to nine members and appointed Faraj Aalaei as a Class II director, effective immediately.

How long will Faraj Aalaei serve on the SiTime (SITM) board?

Faraj Aalaei’s term as a Class II director will expire at SiTime’s 2027 Annual Meeting of Stockholders, unless he is re-elected.

What committee role will Faraj Aalaei have at SiTime (SITM)?

The board appointed Faraj Aalaei to serve on SiTime’s Compensation and Talent Committee in addition to his role as a director.

How will Faraj Aalaei be compensated for his SiTime (SITM) board service?

Aalaei will be compensated under SiTime’s Independent Director Compensation Policy, receiving a cash retainer and restricted stock unit awards, including an initial RSU grant and recurring annual RSU awards.

Does SiTime (SITM) disclose any related-party transactions with Faraj Aalaei?

SiTime states there are no transactions involving the company and Faraj Aalaei that require disclosure under Item 404(a) of Regulation S-K.

What agreements did Faraj Aalaei enter into with SiTime (SITM)?

He entered into a letter agreement with SiTime, filed as Exhibit 10.1, and signed the company’s standard form of indemnity agreement previously filed as an exhibit to its Form 10-K.