Wolfspeed Appoints Andreas Mattes as Director and Compensation Committee Chair

New Director Brings Executive Leadership from Coherent and Global Technology Sector

Wolfspeed's Board of Directors has appointed Andreas W. Mattes, age 65, to serve as a director and chair of the Compensation Committee, positions that became effective on July 28, 2026. The disclosure states that Mattes previously served as President and Chief Executive Officer of Coherent, Inc., a publicly traded provider of laser and laser-based technologies for scientific, commercial, and industrial applications, from April 2020 to July 2022. Prior to his role at Coherent, Mattes held the position of Senior Advisor at McKinsey & Company from July 2019 to April 2020, where he advised international businesses on high-impact transformations, agile change initiatives, and growth positioning strategies.

Beyond his recent roles, Mattes has accumulated senior leadership experience across multiple global technology and industrial corporations. The filing indicates that he has held senior leadership positions at Diebold Nixdorf, Hewlett Packard, and Siemens. Currently, Mattes maintains active board involvement as a member of the Supervisory Board of ams-OSRAM AG and as Chairman of the Supervisory Board of AT&S AG (Austria Technologie & Systemtechnik). He also serves on the board of directors of Cohu, Inc., a publicly traded company on the Nasdaq exchange. This portfolio of experience and current board roles reflects his involvement in technology, manufacturing, and industrial sectors aligned with semiconductor and advanced technology markets.

Compensation Structure for Board and Committee Responsibilities

The filing discloses detailed compensation arrangements for Mattes's service on Wolfspeed's Board. He will receive an annual cash retainer of $80,000 for his service as a member of the Board. Additionally, the filing states that he will receive an additional annual cash retainer of $20,000 for his service as chair of the Compensation Committee. These cash retainers represent standard board compensation structures commonly offered by publicly traded companies to attract experienced directors.

In addition to cash compensation, Mattes is eligible to participate in the Company's 2025 Management Incentive Compensation Plan. The equity component of his compensation includes an initial grant of restricted stock units with a grant date fair value equal to $500,000. According to the filing, this initial equity award will vest in stages: one-third of the RSUs will vest on the first anniversary of the grant date, with the remaining RSUs vesting in equal quarterly installments over the following two years. Furthermore, Mattes will be eligible for an annual equity award of restricted stock units with a grant date fair value equal to $200,000, which will vest in full on the first anniversary of the award date. This multi-year vesting structure aligns Mattes's interests with longer-term company performance.

Board Independence Status and Director Agreements

The Wolfspeed Board has made a formal determination regarding Mattes's independent director status. The filing states that "The Board determined that Mr. Mattes satisfies the New York Stock Exchange definition of 'independent director.'" This determination is significant for corporate governance purposes, as independent directors typically play key roles in oversight functions and committee assignments. Mattes's appointment as Compensation Committee chair—a position typically held by independent directors—is consistent with this independent status designation.

In connection with his election to the Board, the filing discloses that Mattes will enter into Wolfspeed's standard indemnification agreement for directors and officers. The filing incorporates by reference a copy of this agreement, which is filed as Exhibit 10.6 to the Company's Form 10-Q filed with the SEC on November 7, 2025. The disclosure confirms that there are no arrangements or understandings pursuant to which Mattes was elected as a director, and that he is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K. This information provides assurance to investors regarding the arms-length nature of the appointment.

Advance of 2026 Annual Meeting Date Triggers New Stockholder Deadlines

Wolfspeed disclosed that it expects to hold its 2026 Annual Meeting of Stockholders on Tuesday, October 27, 2026. The filing emphasizes that this meeting date represents an advancement of more than 30 days from the anniversary date of the Company's 2025 Annual Meeting, which was held on December 16, 2025. Because the meeting date has been advanced by more than 30 days, in accordance with Rule 14a-5(f) under the Securities Exchange Act of 1934, the Company is informing stockholders of this change in timing. The specific time, location, and format of the 2026 Annual Meeting will be detailed in the Company's proxy statement for that meeting.

This schedule change has reset the deadlines for stockholder submissions. The filing explicitly states that "The previously announced deadlines for submitting stockholder proposals under Rule 14a-8 under the Exchange Act ('Rule 14a-8'), as well as the deadlines for submitting director nominations or other proposals outside of Rule 14a-8 pursuant to the Company's Bylaws and Rule 14a-19 of the Exchange Act, as set forth in the Company's proxy statement for the 2025 Annual Meeting, filed with the SEC on October 23, 2025, no longer apply." This clarification is important for stockholders who may have been relying on the previously published deadlines.

Stockholder Proposal Submission Deadlines for 2026 Annual Meeting

Investors and stockholders who wish to submit proposals under Rule 14a-8 must take action by August 7, 2026. The filing states that stockholder proposals submitted in compliance with Rule 14a-8 must be received in writing no later than August 7, 2026, which Wolfspeed has determined to be a reasonable time before it expects to begin printing and distributing its proxy materials for the 2026 Annual Meeting. Proposals should be addressed to the attention of the Corporate Secretary at Wolfspeed, Inc., 4600 Silicon Drive, Durham, North Carolina 27703.

This August 7, 2026 deadline is the critical date for stockholders seeking to include proposals in the Company's official proxy materials. The filing emphasizes that any written communication should comply with all applicable SEC rules and regulations and the Company's Bylaws. Stockholders should note that proposals not received by this deadline will not be included in the proxy materials, though stockholders may still be able to raise matters under other procedures, subject to compliance with applicable rules and the Company's governance documents.

Director Nomination and Business Proposal Procedures

In accordance with Wolfspeed's Bylaws, stockholders who wish to nominate directors or introduce business at the 2026 Annual Meeting must provide the Company with advance notice. The filing states that to be timely, the Company must receive such notice at its principal executive offices (4600 Silicon Drive, Durham, North Carolina 27703) no later than August 7, 2026. This same deadline applies whether the stockholder intends to nominate one or more directors or to introduce other business matters for consideration at the meeting.

The specific procedures and information requirements for director nominations and business proposals are set forth in Wolfspeed's Bylaws. The filing emphasizes that all proposals, nominations, and notices must be delivered to the Company in compliance with all applicable SEC rules and regulations and the Company's Bylaws. Stockholders should review these governing documents carefully to ensure their submissions meet all procedural requirements and contain all required information.

Universal Proxy Rules and Independent Proxy Solicitation Notice Requirements

The filing also addresses procedures for stockholders who intend to engage in proxy solicitation activities. In accordance with the universal proxy rules under the Securities Exchange Act, stockholders who have properly and timely submitted a nomination for director or directors and intend to solicit proxies in support of director nominees other than Wolfspeed's nominees for the 2026 Annual Meeting must provide notice with specific information required by Rule 14a-19. This notice must be postmarked or transmitted electronically to the Company at its principal executive offices no later than August 28, 2026.

The August 28, 2026 deadline for universal proxy notice is later than the August 7, 2026 deadline for initial nominations and proposals, reflecting the different timing requirements in SEC rules. Stockholders planning to nominate alternative directors should be aware of both deadlines: the August 7 deadline to submit the director nomination itself, and the August 28 deadline to provide notice of intent to solicit proxies for those nominees. Compliance with these sequential procedures is essential for stockholders seeking to conduct independent proxy contests at the 2026 Annual Meeting.

Governance Context and Investor Considerations

The appointment of Mattes as director and Compensation Committee chair represents a significant governance development for Wolfspeed. Given his background in CEO-level leadership at a publicly traded company and his current service on multiple boards of industrial and technology firms, investors may view this appointment as bringing substantive executive experience to Wolfspeed's board-level oversight. The assignment of Mattes to chair the Compensation Committee is particularly relevant given the committee's role in overseeing executive compensation, equity plans, and related governance matters.

The timing of this announcement in late July 2026, coupled with the disclosure of the October 27, 2026 annual meeting date, suggests Wolfspeed is preparing for its next annual stockholder vote. The reset deadlines for stockholder engagement—particularly the August 7 and August 28 dates—will be critical dates for investors or activist stockholders who may wish to participate in the annual meeting process. The filing's detailed disclosure of these procedures provides investors and other stakeholders with clear notice of the timelines and requirements for meaningful participation in corporate governance decisions at the upcoming annual meeting.