The 2020 Equity Incentive Plan (“2020 Plan”) provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock unit (RSU) awards, stock appreciation rights, and other stock awards to employees, directors and consultants. Pursuant to the 2020 Plan, the exercise price for incentive stock options and non-statutory stock options is generally at least 100% of the fair market value of the underlying shares on the date of grant. Options generally vest over 48 months measured from the date of grant. Options generally expire no later than ten years after the date of grant, subject to earlier termination upon an optionee’s cessation of employment or service.

Under the terms of the 2020 Plan, the Company is authorized to issue 18,899,285 shares of common stock pursuant to awards under the 2020 Plan. As of October 19, 2021, the Company issued an aggregate of 11,276,706 stock options and non-statutory options to its employees and consultants and 4,525,344 shares of restricted stock to employees, directors and consultants under the 2020 Plan. No awards have or will be issued under the 2020 Plan after October 19, 2021. Shares of common stock subject to awards under the 2020 Plan that are forfeited, expire or lapse after October 19, 2021 will become authorized for issuance pursuant to awards under the 2021 Plan (as defined below).

The Navitas Semiconductor Corporation 2021 Equity Incentive Plan (the “2021 Plan”) was adopted by the Company’s board of directors on August 17, 2021 and adopted and approved by the Company’s stockholders at the Special Meeting on October 12, 2021. Under the terms of the 2021 Plan, the Company is authorized to issue, pursuant to awards granted under the 2021 Plan, (a) up to 16,334,527 shares of common stock; plus (b) up to 15,802,050 shares of common stock subject to awards under the 2020 Plan that are forfeited, expire or lapse after October 19, 2021; plus (c) an annual increase, effective as of the first day of each fiscal year up to and including January 1, 2031, equal to the lesser of (i) 4% of the number of shares of common stock outstanding as of the conclusion of the Company’s immediately preceding fiscal year, or (ii) such amount, if any, as the board of directors may determine. As of December 31, 2024, the Company has issued 6,500,000 non-statutory stock options under the 2021 Plan.

The Company recognizes the fair value of stock-based compensation in its financial statements over the requisite service period of the individual grants, which generally equals a four-year vesting period, except for Long-Term Incentive Plan Stock Options discussed below. The Company uses estimates of volatility, expected term, risk-free interest rate and dividend yield in determining the fair value of these awards and the amount of compensation expense to recognize. The Company uses the straight-line method to amortize stock awards granted over the requisite service period of the award, which may be explicit or derived, unless market or performance conditions result in a graded attribution.


	Years Ended December 31,
(In thousands)	2024		2023
Cost of goods sold	$	328	$	—
Research and development	23,472		26,806
Selling, general and administrative	19,231		27,222
Total stock-based compensation expense	$	43,031	$	54,028

Generally, stock options granted under the Plans have ten year terms and vest 1/4th on the anniversary of the vesting commencement date and 1/48th monthly thereafter. Stock options with performance vesting conditions begin to vest upon achievement of the performance condition. Expense is recognized beginning in the period in which performance is considered probable. The fair value of incentive stock options and non-statutory stock options issued was estimated using the Black-Scholes model.


Stock Options	Shares (In thousands)	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (In years)
Outstanding at December 31, 2022	6,775	$	0.59	6.2
Exercised	(3,899)	0.49
Forfeited or expired	(219)	1.06
Outstanding at December 31, 2023	2,657	$	0.72	5.7
Exercised	(1,142)	0.71
Forfeited or expired	(16)	1.06
Outstanding at December 31, 2024	1,499	$	0.74	4.7
Vested and exercisable at December 31, 2024	1,497	$	0.74	4.7

During the years ended December 31, 2024 and 2023, the Company recognized $0.1 million and $0.5 million, respectively, of stock-based compensation expense for the vesting of outstanding stock options, excluding $2.5 million and $7.9 million, respectively, related to the LTIP Options described below. At December 31, 2024, unrecognized compensation cost related to unvested options was immaterial. The weighted-average period over which this remaining compensation cost will be recognized is 0.0 years.

The Company awarded a total of 6,500,000 performance stock options (“2021 LTIP Options”) to certain members of senior management on December 29, 2021, pursuant to the 2021 Plan. These non-statutory options are intended to be the only equity awards for the recipients over the duration of the performance period. The options vest in increments subject to achieving certain market and performance conditions, including ten share price hurdles ranging from $15 to $60 per share, coupled with revenue and EBITDA targets, measured over a seven year performance period and expire on the tenth anniversary of the grant date. The options have an exercise price of $15.51 per share and the average fair value on the grant date was $9.14 based on the Black-Scholes model and a Monte Carlo simulation incorporating 500,000 scenarios. The weighted average contractual period remaining is 7.0 years. The Company utilized the services of a professional valuation firm to finalize these assumptions during the fiscal year ended December 31, 2023. The valuation model utilized the following assumptions:

On a quarterly basis, management reviews the probable achievement for each of the tranches in the 2021 LTIP Options in regards to revenue and EBITDA, which includes assumptions for forecasted revenue and EBITDA. In connection with the “2021 LTIP Options”, the Company recognized $4.0 million and $6.9 million of stock-based compensation expense for the years ended December 31, 2024 and 2023, respectively. The unrecognized compensation expense related to probable tranches in the 2021 LTIP Options is $2.2 million as of December 31, 2024, and compensation expense will be recognized over 2.5 years. If the Company achieves all revenue and EBITDA performance metrics, the total incremental recognized expense would be $40.7 million.

The Company awarded a total of 3,250,000 performance stock options (“2022 LTIP Options”) to a member of senior management on August 15, 2022 pursuant to the 2021 Plan. The options vest in increments subject to achieving certain market and performance conditions, including ten share price hurdles ranging from $15 to $60 per share, coupled with revenue and EBITDA targets, measured over a seven year performance period and expire on the tenth anniversary of the grant date. The options have an exercise price of $10.00 per share and the average fair value on the grant date was $2.89. The weighted average contractual period remaining is 7.6 years. The Black-Scholes model and a Monte Carlo simulation incorporated 100,000 scenarios. The Company utilized the services of a professional valuation firm to finalize these assumptions during the fiscal year ended December 31, 2023. The valuation model utilized the following assumptions:

On a quarterly basis, management reviews the probable achievement for each of the tranches in the 2022 LTIP Options in regards to revenue and EBITDA, which includes assumptions for forecasted revenue and EBITDA. In relation to the 2022 LTIP Options, a member of senior management departed the Company prior to December 31, 2024, failing to meet the service requirement for the options. As a result, their options were forfeited, and the Company reversed the associated stock-based compensation. The Company recognized $0.6 million of stock-based compensation through the date of forfeiture in 2024 and $1.1 million of expense for 2023. The Company reversed the cumulative $2.1 million of stock-based compensation for the year ended December 31, 2024. No compensation expense related to the 2022 LTIP Options will be recognized subsequent to December 31, 2024.


Restricted Stock Unit Awards	Shares (In thousands)	Weighted-Average Grant Date Fair Value Per Share
Outstanding at December 31, 2022	11,606	$	5.93
Granted	6,184	6.30
Vested	(4,811)	5.76
Forfeited	(107)	7.47
Outstanding at December 31, 2023	12,872	$	6.70
Granted	5,556	5.21
Vested	(7,005)	5.68
Forfeited	(1,871)	6.48
Outstanding at December 31, 2024	9,552	$	6.63

During the years ended December 31, 2024 and 2023, the Company recognized $34.0 million and $31.5 million, respectively, of stock-based compensation expense for the vesting of RSUs. At December 31, 2024, unrecognized compensation cost related to unvested RSU awards totaled $46.7 million. The weighted-average period over which this remaining compensation cost is expected to be recognized is 2.1 years.

The Company implemented a yearly stock-based bonus plan in 2021 and plans to settle accrued bonus liabilities of $3.7 million related to fiscal year 2024 (included in “Accrued compensation expenses” on the Consolidated Balance Sheets), by issuing a variable number of fully-vested restricted stock units to its employees in 2024. Based on the closing share price of the Company’s Class A common stock of $3.57 on December 31, 2024, approximately 1.0 million shares would be issued, however the actual number of shares will be based on the share price at the date of settlement.

In August 2022, the Company’s board of directors adopted the Company’s 2022 Employee Stock Purchase Plan (the “2022 ESPP”), subject to stockholder approval. The 2022 ESPP was approved by stockholders at the Company’s annual stockholders meeting held November 10, 2022. The Company authorized the issuance of 3,000,000 shares of common stock under the 2022 ESPP.

Under the 2022 ESPP, eligible employees are granted the right to purchase shares of common stock at the lower of 85% of the fair value at the time of offering or 85% of the fair value at the time of purchase, generally over a six-month period. The first offering period under the 2022 ESPP commenced in February 2023 and the second offering in September 2023. For the years ended December 31, 2024 and 2023, employees who elected to participate in the ESPP purchased 801,465 and 257,963 shares of common stock under the 2022 ESPP, resulting in cash proceeds to the Company of $2.7 million and $1.3 million, respectively. The purchase price was $4.55 and $2.19, which was 15% of the fair market value in March and September 2024, respectively. As of December 31, 2024 the Company had 1,940,572 remaining authorized shares available for purchase. During the year ended December 31, 2024 and 2023, the Company recognized $1.8 million and $1.2 million of stock-based compensation expense for the ESPP, respectively.

In connection with the acquisition of the remaining minority interest of a silicon control IC joint venture, as described in Note 18 - “Noncontrolling Interest”, the Company issued 841,729 fully vested shares to certain former employees of the joint venture with a grant date fair value totaling $4.5 million. Such amount has been recognized as stock-based compensation expense during the year ended December 31, 2023.

On June 10, 2022, the Company’s wholly owned subsidiary, Navitas Semiconductor Limited, acquired all of the stock of VDDTECH srl, a private Belgian company (“VDDTech”) for approximately $1.9 million in cash and stock. Among shares issued in the transaction, the Company issued approximately 113,000 restricted shares that are subject to time based vesting and issued approximately 151,000 restricted shares that are subject to time and performance based vesting over the next four and three years, respectively. These restricted shares are subject to certain individuals maintaining employment with the Company and, therefore, are accounted for under ASC 718. The Company recognized $0.6 million and $0.9 million of stock-based compensation expense related to the vesting of these shares during the year ended December 31, 2024 and 2023, respectively.

A portion of the earnout shares may be issued to individuals with unvested equity awards. While the release of these shares require achievement of the Earn-out Milestones, the individuals are required to complete the remaining service period associated with these unvested equity awards to be eligible to receive the earnout shares. As a result, these unvested earn-out shares are equity-classified awards and have an aggregated grant date fair value of $19.1 million (or $11.52 per share). During the year ended December 31, 2024 and 2023, the Company recognized $0.2 million and $0.3 million of stock-based compensation expense for the vesting of earnout shares. As of the beginning of the second quarter of fiscal year 2023, these earnout shares had fully vested. At December 31, 2024 and 2023, there was no remaining compensation cost related to unvested earnout shares, except for forfeitures. Refer to Note 11 - “Earnout Liability”.