SITIME Corp 8-K

What Happened

• SiTime Corporation announced on January 21, 2026 that its Board expanded to nine directors and appointed Faraj Aalaei as a Class II director, effective immediately. Mr. Aalaei’s term expires at the company’s 2027 Annual Meeting of Stockholders. He was also appointed to the Board’s Compensation and Talent Committee. The company filed a letter agreement with Mr. Aalaei as Exhibit 10.1 and a press release as Exhibit 99.1 to the 8-K.

Key Details

• Appointment date: January 21, 2026; director term through the 2027 Annual Meeting.
• Committee role: added to the Compensation and Talent Committee.
• Background: Mr. Aalaei (age 64) is founder/CEO and Chair of Cognichip (since April 2024); founding GP of Candou Ventures (since July 2016); former Chair/CEO of Aquantia (2009–2019, acquired by Marvell in 2019) and former EVP at Marvell (2019–2020); co‑founder and former CEO of Centillium Communications.
• Compensation: paid under SiTime’s Independent Director Compensation Policy — cash retainer plus a one‑time initial RSU, a prorated RSU on appointment, and annual RSU grants thereafter.
• Governance/transactions: Company states there is no arrangement or understanding that led to his selection and no transactions with Mr. Aalaei requiring disclosure under Item 404(a) of Regulation S‑K.

Why It Matters

• For investors, this is a governance update adding an experienced semiconductor executive and venture investor to the board. Mr. Aalaei’s background in semiconductor entrepreneurship, M&A (Aquantia/Marvell), and venture investing may bring relevant industry and strategic expertise to SiTime’s board and compensation oversight.
• The appointment increases the board size and could affect committee composition and corporate oversight. Compensation terms follow the company’s established independent director policy and were disclosed in the 8‑K.