{"url_path":"/sec/crdo/8-k/2026-06-01/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/1807794/0001628280-26-039474-index.html","accession_number":"0001628280-26-039474","cik":"0001807794","ticker":"CRDO","issuer_name":"Credo Technology Group Holding Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1807794/0001628280-26-039474-index.html","primary_entity_key":"0001807794","primary_entity_name":"Credo Technology Group Holding Ltd"},"word_count":1136,"has_tables":true,"body_markdown":"Item 5.02    Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nOn May 28, 2026, the Board of Directors (the “Board”) of the Company approved a special performance-based equity award for the Company’s Chief Executive Officer, William Brennan, in the form of performance-based restricted stock units (the “Special PSUs”) under the Company’s 2021 Long-Term Incentive Plan (the “Plan”). The Special PSUs are being awarded in recognition of Mr. Brennan’s singular qualification to execute the Company’s long-term strategic plan, and have been designed to motivate and reward achievement of that plan and its translation into exceptional long-term value creation for shareholders, as well as to further incentivize his long-term dedication and retention. The Compensation Committee views the Special PSUs to be a one-time special equity opportunity that, absent extraordinary and unforeseen circumstances, will be the only equity award provided to Mr. Brennan for five years (the approximate length of the performance period).\n\nThe Special PSUs are 100% performance-based and tied to six progressively challenging performance hurdles based on both revenue and stock price growth. Specifically, the Special PSUs are eligible to vest in six substantially equal tranches (set forth in the table below) subject to the achievement of (i) a revenue goal (the “Revenue Goal”) and (ii) a stock price goal (the “Stock Price Goal”) over a five-year performance period beginning on the grant date and ending on June 30, 2031 (the “Performance Period”). The Revenue Goal hurdles, which are established relative to the Company’s ambitious strategic plan, envision growth of the Company’s trailing four quarter revenue nearly four-fold to $5 billion by the end of fiscal 2031. This objective is central to the award’s design, which requires meaningful-to-extraordinary outperformance relative to the Company’s strategic plan in order to achieve the final three tranches. The Stock Price Goal is intended to ensure that, regardless of achievement of the Revenue Goal hurdles, Mr. Brennan will only realize above target pay outcomes if he also achieves sustained, progressive stock price appreciation for stockholders. In establishing the Stock Price Goal hurdles, the Board considered the significant volatility of the Company’s stock, which is currently trading near an all-time stock price high, and set the hurdles at a substantial premium over the preceding 30-calendar day average and 6-calendar month average stock prices.\n\nExcept as described below with respect to tranches 1 and 2, both the Revenue Goal and the Stock Price Goal hurdles must be achieved in order for each tranche of the Special PSUs to become earned (which achievements may occur at any time during the Performance Period and do not need to occur concurrently). The Revenue Goal and Stock Price Goal hurdles for each tranche of the Special PSUs are as follows:\n\nTrancheRevenue Goal HurdleStock Price Goal HurdleEarned PSUs\n(# of Ordinary Shares)\n\n1$2,500,000,000$244.70239,500\n\n2$3,500,000,000$293.64239,500\n\n3$4,500,000,000$342.58239,500\n\n4$5,500,000,000$391.52239,500\n\n5$6,500,000,000$440.46239,500\n\n6$7,500,000,000$489.40239,500\n\nAchievement of each Revenue Goal hurdle will be measured based on the sum of the Company’s total revenue (as reported in the Company’s annual and quarterly reports filed with the SEC) over any four consecutive fiscal quarters ending during the Performance Period (including, for the avoidance of doubt, the fiscal quarter which includes the grant date).\n\nAchievement of each Stock Price Goal hurdle will be based on the average closing price per ordinary share of the Company (“Ordinary Shares”) as measured concurrently over any 6-calendar month period and any 30-calendar day period during the Performance Period, both ending on the same trading day during the Performance Period. In no event will any tranche of the Special PSUs be achieved more than once, and no interpolation will be applied for achievement between performance levels (except as described below). The tranche 1 revenue hurdle of $2,500,000,000 set forth above represents an approximate 87% increase from the Company’s fiscal 2026 revenue of approximately $1,335,116,000, and the tranche 1 stock price hurdle of $244.70 set forth above represents an approximate 63% increase from the April 2026 (30 calendar days) stock price average of $150.02 and a 77% increase from the November 2025 to April 2026 (6 calendar months) stock price average of $138.38.\n\nNotwithstanding the hurdles in the table above, if the achievement of the Revenue Goal equals or exceeds $5,000,000,000 – the revenue goal under the Company’s strategic plan – at any time during the Performance Period, the first two tranches of the Special PSUs (or 479,000 Ordinary Shares) will be deemed achieved, notwithstanding any achievement (or lack thereof) of the corresponding Stock Price Goals for such tranches.\n\nIn the event of a change in control of the Company (as defined in the Plan), achievement of the performance condition will be measured based solely on the price per Ordinary Share offered to the Company’s shareholders in such change in control, and if such price equals or exceeds the applicable dollar value of the stock price hurdle set forth in the table above for a tranche, any previously unearned tranche or tranches for which the stock price hurdle is met will be deemed achieved. For these purposes, linear interpolation will apply for performance between stock price hurdles. Any portion of the Special PSUs that becomes earned upon a change in control will convert into a time-based award subject to continued service-based vesting based on Mr. Brennan’s continued service through the earlier of the end of the Performance Period or a termination of Mr. Brennan’s service by the Company without “cause” or by him for “good reason” (each as defined in the award agreement).\n\nExcept as described above following a change in control, vesting of the Special PSUs is subject to Mr. Brennan’s continued service with the Company – which may be as an employee or as a non-employee member of the Board – through the date on which the Compensation Committee of the Board certifies that both the Revenue Goal and the Stock Price Goal for a particular tranche have been achieved. In the event of Mr. Brennan’s termination of service for any reason prior to a vesting date, any unvested portion of the Special PSUs will be forfeited (and in the case of a termination by the Company for “cause”, any portion of the Special PSUs that remains outstanding, whether vested or unvested, will be forfeited).\n\nOrdinary Shares delivered to Mr. Brennan upon the vesting of any Special PSUs will be subject to sale restrictions for a period of one year from the applicable vesting date (or, if earlier, until the closing of a change in control).\n\nThe description of the Special PSUs set forth above is qualified in its entirety by the terms of the award agreement governing the Special PSUs, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed for the fiscal quarter ending August 2, 2026, and incorporated herein by reference."}