🧾 What This Document Is

This is a proxy statement (Form DEF 14A), a formal notice and information packet sent to shareholders ahead of a company's annual meeting. Its purpose is to let owners know what will be voted on and provide the details they need to make informed decisions.

👉 Why it matters: Think of it as the official "agenda and briefing book" for Everspin's big yearly shareholder meeting. You can't attend in person, but this tells you what's happening and how to have your vote counted.

📅 The Meeting: Thursday, May 21, 2026, at 5:00 p.m. Eastern Time. It will be held completely online via a live webcast. The record date (who gets to vote) was March 24, 2026.

🏢 What The Company Does

👉 In simple terms, Everspin Technologies makes a special type of computer memory called MRAM (Magnetoresistive Random-Access Memory). Unlike regular memory that uses electrical charges, MRAM uses magnetic states to store data. This makes it very fast, durable, and able to retain data even when the power is off.

They sell these specialized chips to customers in industries like data centers, aerospace, and automotive, where reliability and performance are critical. It's a technology-focused business competing in the global semiconductor market.

🗳️ Key Proposals to Vote On

Shareholders are being asked to vote on four main items:

1. ** elect Seven Directors:** The board nominees are Darin G. Billerbeck, Geoffrey Ribar, Lawrence G. Finch, Sanjeev Aggarwal (the CEO), Tara Long, Glen Hawk, and Douglas Mitchell.
2. Ratify the Auditor: Approve the selection of Ernst & Young LLP as the independent accounting firm for 2026.
3. Advisory Vote on Pay: Approve, in a non-binding vote, the compensation of the company's top executives (the "Say-on-Pay" vote).
4. Expand the Employee Stock Plan: Approve an amendment to the 2016 Equity Incentive Plan to add 1,800,000 new shares for future grants to employees and directors.

👉 Why it matters: Proposals 1 and 4 are about leadership and talent. Proposal 2 is a routine check on financial oversight. Proposal 3 is your chance to voice an opinion on how well the company's pay-for-performance model is working.

👥 Board & Governance

The board currently has seven members. All are considered independent except for the CEO, Dr. Sanjeev Aggarwal. Following the meeting, board committees will be reshuffled:

• Audit Committee: Will include Darin Billerbeck, Lawrence Finch, Geoffrey Ribar, and Tara Long (Chair).
• Compensation Committee: Will include Darin Billerbeck, Glen Hawk (Chair), and Douglas Mitchell.
• Nominating & Governance Committee: Will include Glen Hawk, Douglas Mitchell (Chair), and Geoffrey Ribar.

The company has a Lead Independent Director, Tara Long, a separation the board believes strengthens oversight. They also recently adopted new stock ownership guidelines for directors.

💰 Pay vs. Performance

The filing includes a required table comparing executive "compensation actually paid" (a specific SEC calculation) to company performance over three years:

• For the CEO (Dr. Aggarwal): His "compensation actually paid" dropped from ~$1.86M (2023) to ~$2.29M (2025). This coincided with the company's net income falling from a profit of $9.05M in 2023 to a loss of $0.586M in 2025.
• For Other Executives (average): Their average "compensation actually paid" also fell from ~$978K (2023) to ~$404K (2025).

👉 Why it matters: This section is designed to show if executive pay is aligned with company results. The data shows a clear trend: as net income declined over the last two years, so did the calculated compensation for top executives. The board uses various performance metrics, not just net income, to determine pay.

📊 Security Ownership

Who owns a significant chunk of Everspin? As of March 24, 2026:

• Top 5% Shareholders: Several large investment funds own between 5.3% and 9.1% each, including AWM Investment Company, Lynrock Lake, Barclays PLC, NV Partners, and Sigma Partners.
• Directors & Executives: As a group, they own about 6.3% of the company. The largest individual holder is CEO Sanjeev Aggarwal, with ~2.0% (468,183 shares).

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Experienced Leadership: The board nominees have deep expertise in semiconductors, finance, and executive leadership from companies like Intel, Lattice Semiconductor, and Cadence.
• Niche Technology: MRAM is a specialized, high-performance memory technology with potential in growing markets.
• Clear Governance: The structure with a Lead Independent Director and detailed committee charters shows formal oversight processes.

⚠️ Risks:

• Financial Performance: Recent years show declining profitability (from $9M profit in 2023 to a loss in 2025), which pressures the company.
• Market Competition: They operate in the highly competitive semiconductor industry against much larger players.
• Key Person Dependency: The company's success is closely tied to the continued leadership of its CEO and key technical team.

🧠 The Analogy

Attending Everspin's virtual shareholder meeting is like being a silent partner in a specialized tech workshop. This proxy statement is your detailed briefing before the annual partners' meeting. You're not running the machines (day-to-day operations), but you get to vote on who should be the workshop foremen (the board), approve the bookkeeper (the auditor), and decide if the master craftspeople (executives) are being paid fairly for the quality of work produced. The financials show the workshop had a tough year, and now you're deciding on the path forward.

🧩 Final Takeaway

Everspin's annual shareholder meeting will focus on electing an experienced board and expanding its employee stock plan amid recent financial losses. The documents show a company with specialized technology but facing performance headwinds, where executive compensation has declined alongside profitability. Your vote shapes leadership and incentive plans for the year ahead.

Investor Relations Contact: Everspin Technologies, Inc. Attn: Investor Relations 5670 W. Chandler Blvd., Suite 130 Chandler, Arizona 85226 (480) 347-1082