wolf-20230908

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A


Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.									)

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¨ Soliciting Material Pursuant to §240.14a-12

WOLFSPEED, INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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PROXY STATEMENT:
2023 PROXY SUMMARY		1
MEETING INFORMATION		3
VOTING PROCEDURES		4
	Who Can Vote	4
	How You Can Vote	4
	How You Can Revoke Your Proxy and Change Your Vote	4
	How Your Proxy Will Be Voted	4
	How You Can Vote Shares Held by a Broker or Other Nominee	4
	Quorum Required	5
	Vote Required	5
PROPOSAL NO. 1—ELECTION OF DIRECTORS		7
	Nominees for Election as Directors	7
	Executive Officers	15
	Code of Ethics and Code of Conduct	15
	Board Composition and Independence of Directors	15
	The Leadership Structure of the Board of Directors	15
	Board’s Role in Risk Oversight	16
	Compensation Program Risk Assessment	17
	Corporate Social Responsibility	17
	Attendance at Meetings	19
	Standing Committees	19
	Review and Approval of Related Person Transactions	21
	Anti-Hedging Policy	21
PROPOSAL NO. 2—APPROVAL OF AMENDMENT TO CHARTER		22
	Proposed Amendment	22
	Purpose of the Amendment	22
	Text of the Amendment	22
	Rights of Additional Authorized Shares of Common Stock	23
	Potential Adverse Effects of the Amendment	23
PROPOSAL NO. 3—APPROVAL OF 2023 LONG-TERM INCENTIVE COMPENSATION PLAN		24
	Overview	24
	Why the Board of Directors is Seeking Approval of the Proposed LTIP	24
	Features of the Proposed LTIP	25
	Determination of the Award Reserves	26
	Plan Summary	26


	Certain Federal Income Tax Consequences for Participants Subject to U.S. Tax Law	32
	New Plan Benefits	34
	Registration with the SEC	34
	Equity Compensation Plans	34
	Recommendation of the Board of Directors	35
OWNERSHIP OF SECURITIES		36
	Principal Shareholders and Share Ownership by Management	36
EXECUTIVE COMPENSATION		38
	Compensation Discussion and Analysis	38
	Compensation Committee Report	52
	Summary of Cash and Certain Other Compensation	53
	Grants of Equity and Non-Equity Incentive Awards	54
	Outstanding Equity Awards	55
	Stock Option Exercises and Vesting of Restricted Stock	56
	Potential Payments upon Termination or Change in Control	57
	CEO Pay Ratio Disclosure	64
	Pay Versus Performance Disclosure	65
DIRECTOR COMPENSATION		70
	Summary of Cash and Certain Other Compensation	70
	Summary of Director Compensation Program	71
	Compensation Committee Interlocks and Insider Participation	71
PROPOSAL NO. 4—RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS		72
	Report of the Audit Committee	72
	Independent Auditor Fee Information	73
PROPOSAL NO. 5—ADVISORY (NONBINDING) VOTE TO APPROVE EXECUTIVE COMPENSATION		74
PROPOSAL NO. 6—ADVISORY (NONBINDING) VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION		76
OTHER MATTERS		77
	Other Business	77
	2024 Annual Meeting of Shareholders	77
	Procedures for Director Nominations	77
	Shareholder and Interested Party Communications with Directors	78
	Costs of Soliciting Proxies	78
	Availability of Report on Form 10-K	78
	Shareholders Sharing the Same Last Name and Address	78
	Principal Executive Offices and Annual Meeting Location	79


Annual Meeting of Shareholders	•	Place: Virtually at www.virtualshareholdermeeting.com/WOLF2023 and in person at our corporate offices in the Executive Conference Center, 4408 Silicon Drive, Durham, North Carolina 27703
	•	Date and time: Monday, October 23, 2023, at 12:00 p.m.
	•	Record Date: August 31, 2023
	•	Approximate Date of Availability of Proxy Materials: September 13, 2023
	•	Voting: Shareholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and to one vote for each of the other proposals to be voted on.

Voting matters and Board recommendations	•	Election of ten directors (FOR THE NOMINEES)
	•	Approval of an amendment to the Articles of Incorporation to increase the number of authorized shares of common stock from 200,000,000 to 400,000,000 (FOR)
	•	Approval of the Wolfspeed, Inc. 2023 Long-Term Incentive Compensation Plan (FOR)
	•	Ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors for the fiscal year ending June 30, 2024 (FOR)
	•	Advisory (nonbinding) vote to approve executive compensation (FOR)
	•	Advisory (nonbinding) vote on the frequency of future advisory votes on executive compensation (for ONE YEAR)

Board nominees	•	Glenda M. Dorchak. Director of ANSYS, Inc. and GlobalFoundries. Director since 2020.
	•	John C. Hodge. Founding Partner of Rubicon Technology Partners. Director since 2018.
	•	Clyde R. Hosein. Former Chief Financial Officer of AliveCor, Inc. Director since 2005.
	•	Darren R. Jackson. Former Board Member and Chief Executive Officer of Advance Auto Parts, Inc. Director since 2016.
	•	Duy-Loan T. Le. President of DLE Management Consulting LLC. Director since 2018.
	•	Gregg A. Lowe. President and Chief Executive Officer of the Company. Director since 2017.
	•	John B. Replogle. Founding Partner of One Better Ventures, LLC. Director since 2014.
	•	Marvin A. Riley. Former President and Chief Executive Officer of EnPro Industries, Inc. Director since 2021.
	•	Stacy J. Smith. Executive Chairman of Kioxia Corporation. Director since January 2023.
	•	Thomas H. Werner. Former Chairman and Chief Executive Officer of SunPower Corporation. Director since 2006.


Executive officers at end of fiscal year	•	Gregg A. Lowe, President and Chief Executive Officer
	•	Neill P. Reynolds, Executive Vice President and Chief Financial Officer


Amendment to Articles of Incorporation						We are seeking shareholder approval of an amendment to our Articles of Incorporation to increase the number of authorized shares of common stock from 200,000,000 to 400,000,000. Our Board of Directors recommends a FOR vote because we believe that the current number of authorized but unissued shares of common stock is not adequate to enable us, as the need may arise, to take advantage of market conditions and favorable opportunities involving the issuance of our common stock without the delay and expense associated with the holding of a special meeting of our shareholders.

2023 Long-Term Incentive Compensation Plan						We are seeking shareholder approval of our 2023 Long-Term Incentive Compensation Plan to replace our current plan that expires this year and to allow for an increase in the number of shares available for grant. Our Board of Directors recommends a FOR vote because we believe that the ability to make equity awards to our employees and directors is important to align their interests with those of our shareholders and to enable us to retain and motivate our employees.

Independent auditors						Although not required, we ask shareholders to ratify the selection of PricewaterhouseCoopers LLP as our independent auditors for our fiscal year ending June 30, 2024. Our Board of Directors recommends a FOR vote.

Advisory (nonbinding) vote to approve executive compensation						Annually, our shareholders consider and vote on the compensation of our named executive officers on an advisory (nonbinding) basis. Our Board of Directors recommends a FOR vote.

Advisory (nonbinding) vote on the frequency of future advisory votes on executive compensation						At least once every six years, our shareholders consider and vote on the frequency of future shareholder advisory votes on executive compensation on an advisory (nonbinding) basis. Our Board of Directors recommends a vote for ONE YEAR.


Name	Age	Principal Occupation and Background	Director Since
Glenda M. Dorchak	69	Ms. Dorchak has been a member of the Board of Directors since January 2020. Ms. Dorchak’s career began with 22 years at IBM Corporation where she held management and executive positions in IBM Canada and IBM Corporation, including General Manager and Director of IBM Direct, and Director, General Business, of IBM Personal Systems Group North America. From 1998 to 2000, she was President and later Chief Executive Officer of Value America (VA) before joining Intel Corporation in 2001 as Vice President and Chief Operating Officer of the Intel Communications Group and later Vice President and Group General Manager of the Broadband Products Group and followed by the Consumer Electronics Group. From 2006 to 2008, Ms. Dorchak served as chairman and Chief Executive Officer of Intrinsyc Software before joining VirtualLogix in 2009 as Vice Chair and Chief Executive Officer until its acquisition by Redbend Software in September 2010. Subsequently, she held the position of Executive Vice President and General Manager of global business for Spansion from 2012 to 2013. Ms. Dorchak also serves as an independent director on the public boards of ANSYS (Nasdaq: ANSS) since June 2018 and GlobalFoundries Inc. (Nasdaq: GFS) since May 2019. Prior board experience includes Mellanox Technologies Ltd. from 2009 to 2020 when it was acquired by Nvidia, Quantenna Communications, Inc. from 2018 to 2019 when it was acquired by ON Semiconductor, and Viavi Solutions (Nasdaq: VIAV) from 2019 to November 2021. Ms. Dorchak’s qualifications to serve as a director include over 35 years in operating and leadership positions in the technology industry including as Chief Executive Officer of two public companies and one private company and as Vice President and Group General Manager at Intel Corporation. She brings deep industry knowledge, strategy and business development acumen and extensive leadership and business management experience. Ms. Dorchak also has over 20 years of experience as an independent director on boards of public technology companies.	2020
John C. Hodge	56	Mr. Hodge has been a member of the Board of Directors since October 2018. He is a founding partner of private-equity firm Rubicon Technology Partners, which he joined in 2012. Prior to that, Mr. Hodge was a Senior Advisor and Senior Managing Director with Blackstone Group, a private equity firm, from 2006 to 2011. From 1998 to February 2006, Mr. Hodge was Senior Advisor, Managing Director and Global Head of Corporate Finance of the Technology Group of Credit Suisse First Boston. He also previously held positions at Morgan Stanley and Robertson Stephens. Mr. Hodge has spent more than 25 years as an investor in and advisor to the global semiconductor and technology industry. Mr. Hodge’s qualifications to serve as a director include his years of experience in private equity, corporate finance, and merger and acquisition transactions and his extensive experience as a director of semiconductor companies, including Silicon Image, Inc. from 2007 to 2014 and Freescale Semiconductor, Ltd. from 2008 to 2011. He brings to the Board of Directors his financial expertise and his work as a private equity investor analyzing and focusing on creating long-term value through operational improvements utilizing a repeatable process driven approach.	2018

SEC Form DEF 14A filed by Wolfspeed Inc.