SGH SMART Global Holdings Inc

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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

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December 19, 2023

Dear Shareholder:

You are cordially invited to attend the 2024 Annual General Meeting of the Shareholders (the “Annual General Meeting”) of SMART Global Holdings, Inc., a Cayman Islands exempted company (“we,” “us,” “SGH,” or the “Company”). The Annual General Meeting will be held in virtual-only format on Friday, February 9, 2024 at 10:00 a.m. Pacific Time, originating from our U.S. executive offices at 39870 Eureka Drive, Newark, CA 94560 and will be accessible at www.virtualshareholdermeeting.com/SGH2024 for the following purposes:

These items of business are more fully described in the proxy statement accompanying this Notice of Annual General Meeting of Shareholders (the “Proxy Statement”).

The record date for the Annual General Meeting is December 12, 2023 (the “Record Date”). Only shareholders of record at the close of business on the Record Date may vote at the Annual General Meeting or any continuation, postponement, or adjournment thereof. A complete list of such shareholders will be available for examination by any shareholder for any purpose germane to the Annual General Meeting during ordinary business hours at our U.S. executive offices at c/o SMART Modular Technologies, Inc., 39870 Eureka Drive, Newark, CA 94560 for a period of 14 days prior to the Annual General Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting

to be held on February 9, 2024 at 10:00 a.m. Pacific Time

The Proxy Statement and annual report to shareholders are available at: www.proxyvote.com.

By Order of the Board of Directors,

 

Anne Kuykendall

Senior Vice President and Chief Legal Officer

Milpitas, California

ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL GENERAL MEETING. WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL GENERAL MEETING, PLEASE COMPLETE, DATE, SIGN, AND RETURN THE PROXY CARD OR VOTE VIA TELEPHONE OR INTERNET AS INSTRUCTED IN THESE MATERIALS, AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR REPRESENTATION AT THE ANNUAL GENERAL MEETING. EVEN IF YOU HAVE VOTED BY PROXY, YOU MAY STILL VOTE DURING THE ANNUAL GENERAL MEETING. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD THROUGH A BROKER, BANK, OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE ANNUAL GENERAL MEETING, YOU MUST OBTAIN A PROXY ISSUED IN YOUR NAME FROM THAT RECORD HOLDER.

The Board knows of no matters to come before the Annual General Meeting other than the matters referred to in this Proxy Statement; however, if any other matters should properly come before the meeting, the persons named in the enclosed proxy intend to vote in accordance with their best judgment. No director, nominee for election as director, or executive officer of SGH since the beginning of the last fiscal year or their associates has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be voted upon other than election to the Board.

This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, including but not limited to, statements concerning future risks and trends related to our risk management efforts; goals and expectations for our performance; identification of emerging issues that may affect our strategies, corporate governance, compensation practices, or other aspects of our operations; assessments of our leadership structure and board oversight; effectiveness of our corporate governance policies and executive compensation philosophy; future plans with respect to our compensation practices; estimated payments to our Named Executive Officers upon termination or change in control; our Environmental, Social, and Governance goals, commitments, and expected improvements; estimations of future payouts under our incentive plans; and statements regarding our future financial or operating performance. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often use words such as “anticipate,” “target,” “expect,” “estimate,” “intend,” “plan,” “goal,” “believe,” “could,” and other words of similar meaning. Forward-looking statements provide our current expectations or forecasts of future events, circumstances, results, or aspirations and are subject to significant risks and uncertainties. These risks and uncertainties could cause our actual results to differ materially from those set forth in such forward-looking statements. Some of these risks and uncertainties are described in our Annual Report on Form 10-K for the fiscal year ended August 25, 2023. Except as required by law, we do not undertake to update the forward-looking statements included in this Proxy Statement to reflect the impact of circumstances or events that may arise after the date that the forward-looking statements were made.

This section describes the key corporate governance guidelines and practices that we have adopted. Complete copies of our Corporate Governance Guidelines, the charters of the committees of the Board, and our Code of Business Conduct and Ethics, described below, can be found in the Governance section of the Investors section of our website at ir.smartm.com. Information on our website is not incorporated by reference in this Proxy Statement. Alternatively, you can request a copy of any of these documents free of charge by writing to our Secretary, c/o SMART Modular Technologies, Inc., 39870 Eureka Drive, Newark, CA 94560.

Our Board currently consists of eight members. In accordance with our Articles of Association, our Board is divided into three classes with staggered three-year terms. At each annual general meeting of shareholders, the directors or the successors to directors whose terms are set to expire will be elected to serve from the time of election and qualification until the third annual general meeting following election. The number of directors may be changed by the affirmative vote of a majority of the directors.

Our directors are divided among the three classes as follows:

We expect that any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control.

The Board has determined that all of the nominees and continuing directors, except for our Chief Executive Officer, Mark Adams, are independent directors. We define “independent directors” pursuant to the rules of the SEC and the listing standards of the Nasdaq Stock Market (“Nasdaq”). To be considered independent, a director cannot be an officer or employee of our Company or our subsidiaries and cannot have a relationship with our Company or our subsidiaries that, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making the “independence” determination, our Board considered all relevant facts and circumstances, including the director’s commercial, industrial, banking, consulting, legal, accounting, charitable, and familial relationships. Our Board consults with our legal counsel to ensure that its determinations are consistent with all relevant laws, rules, and regulations regarding the definition of “independent director,” including applicable securities laws, and the rules of the SEC and Nasdaq. There are no family relationships between any of our directors or executive officers.

The Board believes that it is important to retain the flexibility to structure its board leadership in any manner that it determines to be in our best interests at any point in time. This includes flexibility to determine whether to maintain a separate office of Chair of the Board. Our policies do not preclude our Chief Executive Officer (“CEO”) from also serving as a Board member or as Chair of the Board. Currently, the role of Chair of the Board is separated from the role of CEO. Ms. Herscher serves as Chair of the Board and Mr. Adams serves as our President and CEO. The Board reviews its leadership structure periodically and believes that its current structure provides effective leadership. We believe that separating these positions allows our CEO to focus on our day-to-day business operations and strategy, while allowing our Chair of the Board to lead the Board in its fundamental role of providing advice to, and independent oversight of, our management team. Our Board recognizes the time, effort and energy that the CEO is required to devote to his position in the current business environment, as well as the commitment required to serve as Chair of the Board, particularly as the Board’s oversight responsibilities continue to grow. Ajay Shah previously served as Chair of the Board and Mr. Nayyar previously served as our Lead Independent Director. Mr. Shah stepped down as the Chair in April 2021 and served as a consultant of the Company until February 2023. Upon Mr. Shah’s resignation, Ms. Herscher became our independent Chair of the Board in February 2022 after which, Mr. Nayyar ceased to serve as our Lead Independent Director.

The independent and non-executive members of the Board meet regularly without management and the Chair of the Board chairs those meetings.

Risk is inherent with every business, and we face a number of risks, including strategic, financial, business, and operational, legal and compliance, and reputational risks. A list of risk factors associated with our business can be found in our Annual Report on Form 10-K for our fiscal year ended August 25, 2023. One of the Board’s key functions is providing informed oversight of our risk management process. The Board believes that its current leadership structure facilitates its risk oversight responsibilities. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various Board standing committees that address risks inherent in their respective areas of oversight. For example, the Board acts as our ultimate decision-making body and advises and oversees management, who are responsible for our day-to-day operations and management. The Board believes this division of labor amongst the Board, committees, and management allows us to appropriately monitor risks over the short, intermediate, and long terms. We also engage with outside advisors, such as our compensation consultant, legal counsel, auditors, and other advisors to identify future risks and trends so that we can anticipate our ongoing risk management obligations at our regularly scheduled meetings. The Audit Committee monitors compliance with legal and regulatory requirements, in addition to providing oversight for the performance of our internal audit function and our system of internal controls. The Nominating and Corporate Governance Committee (the “NCG Committee”) monitors the effectiveness of our corporate governance guidelines and policies. The Compensation Committee (the “Compensation Committee”) assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. The Cybersecurity Risk Management Committee (the “Cybersecurity Committee”) oversees our information technology

use, data security, and compliance with information security and data protection laws. Please refer to “Information Regarding Committees of the Board of Directors” below for a more detailed explanation of how our Board committees support the Board and management in risk oversight.

It is the responsibility of the committee chairs to report findings regarding material risk exposures to the Board as quickly as possible. Our Chief Legal Officer and Chief Financial Officer (“CFO”) coordinate between the Board and management with regard to the determination and implementation of responses to any problematic risk management issues.

The Board oversees our business. It establishes overall policies and standards and reviews the performance of management. During the fiscal year ended August 25, 2023, the Board held eight meetings. Each Board member attended 75% or more of the aggregate meetings of the Board and of each committee on which he or she served during the period for which he or she was a director or committee member. Our directors are encouraged to attend our annual general meetings of shareholders, but we do not currently have a policy requiring director attendance. All of the then-serving members of our Board attended our previous annual general meeting of shareholders.

The independent and non-executive members of our Board meet regularly in executive sessions outside of the presence of management, often prior to or following regularly scheduled meetings of the Board. The independent and non-executive directors also conducted telephonic meetings and/or updates during fiscal year 2023 (“fiscal 2023”).

Our relationship with our shareholders is an important part of our corporate governance program. Engaging with our shareholders helps us to understand how they view us, to set goals and expectations for our performance, and to identify emerging issues that may affect our strategies, corporate governance, compensation practices, or other aspects of our operations. Our shareholder and investor outreach includes investor road shows, analyst meetings, and investor conferences and meetings. We also communicate with shareholders and other stakeholders through various media, including our annual report and SEC filings, proxy statement, news releases, and our website. Our conference calls for quarterly earnings releases are open to all. These calls are available in real time and as archived webcasts on our website for a period of time. Information on our website is not incorporated by reference in this Proxy Statement.

As set forth in our Corporate Governance Guidelines, unless otherwise indicated in such guidelines or our policies, all requests by shareholders for communications with individual directors or the Board shall initially be made to our Secretary, who will relay such requests to the Chair of the Board or the Lead Independent Director, as applicable, or other directors as appropriate. Such requests should be sent to c/o SMART Global Holdings, Inc. 39870 Eureka Drive, Newark, CA 94560. As set forth in our Policy for Reporting Concerns, shareholders who are also SGH directors, employees, or contractors should report concerns related to accounting, auditing, and ethical violations directly to the CFO or his designee, to the Chair of the Audit Committee (to the extent that the concerns relate to accounting, auditing, or internal controls), or via our anonymous whistleblower hotline. Any such concerns shall be communicated to our officers or directors as set forth in the policy.

The Board has adopted a Code of Business Conduct and Ethics that applies to all directors, officers, and employees, including those officers responsible for financial reporting. A copy of our Code of Business Conduct and Ethics is available in the Governance section of the Investors section of our website at ir.smartm.com. Information on our website is not incorporated by reference in this Proxy Statement. If we make any substantive amendments to our Code of Business Conduct and Ethics or grant any waiver from a provision of our Code of Business Conduct and Ethics to any director or our principal executive officer, principal financial officer, principal accounting officer, or controller, or persons performing similar functions, we will promptly disclose the nature of the amendment or waiver on our website in accordance with the requirements of Item 5.05 of Form 8-K.

As stated in our Corporate Governance Guidelines, the Board believes that directors should hold meaningful equity ownership positions in the Company. In fiscal year 2020, the board adopted a Director and Officer Share Ownership Retention Policy, which provides equity ownership requirements for our independent directors and Section 16 officers. A copy of our Director and Officer Share Ownership Retention Policy is available in the Governance section of the Investors section of our website at ir.smartm.com. Information on our website is not incorporated by reference in this Proxy Statement.

Under our Insider Trading and Confidentiality Policy, all of our executive officers and directors are prohibited from engaging in short sales, transactions in put or call options, hedging transactions, or other inherently speculative transactions in SGH shares and are barred from pledging SGH shares in any circumstance, including by purchasing SGH shares on margin or holding SGH shares in a margin account. A copy of our Insider Trading and Confidentiality Policy is available in the Governance section of the Investors section of our website at ir.smartm.com. Information on our website is not incorporated by reference in this Proxy Statement.

The Board currently has the following standing committees: Audit Committee, Compensation Committee, NCG Committee, and Cybersecurity Committee. Below is a description of each of these committees. Each committee has authority to engage legal counsel or other experts or consultants as it deems appropriate in order to carry out its responsibilities.

The following table sets forth information on the committee membership of our directors as of December 12, 2023:

The Board has a separately designated standing Audit Committee, established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Audit Committee was established by the Board to assist the Board in its oversight of the integrity of our financial statements and internal controls; the design, implementation, and performance of our internal audit function; and our compliance with legal and regulatory requirements. To that end, the Audit Committee is responsible for, without limitation, the following:

The Audit Committee is currently composed of four directors: Messrs. Furr and Nayyar (Chair) and Mses. Puma and Straub. The Audit Committee is governed by a written charter, which can be found in the Governance section of the Investors section of our website at ir.smartm.com. Information on our website is not incorporated by reference in this Proxy Statement. The Audit Committee has the authority to obtain, at our expense, advice and assistance from internal and external legal, accounting, or other advisors and consultants and other external resources that the Audit Committee considers necessary or appropriate in the performance of its duties. During fiscal 2023, the Audit Committee held seven meetings.

The Audit Committee’s charter provides for periodic self-evaluation. The Audit Committee also reviews and assesses the adequacy of its charter, at least annually, and recommends any proposed changes to the Board for approval. The Audit Committee is also responsible for overseeing compliance with the Code of Business Conduct and Ethics and reporting on such compliance to the Board.

The Board has determined that Messrs. Furr and Nayyar and Mses. Puma and Straub all satisfy the “independence” requirements of Nasdaq and the Exchange Act applicable to members of an audit committee of a listed company’s board of directors. The Board has determined that all members are qualified as audit committee financial experts within the meaning of SEC regulations.

The Audit Committee reviews our financial reporting process on behalf of the Board. Management has the primary responsibility for the preparation and integrity of the consolidated financial statements and the reporting process, including establishing and monitoring the system of internal financial controls. In this context, during fiscal 2023, the Audit Committee met and held discussions with management and Deloitte, our independent registered public accounting firm. Management has represented to the Audit Committee that our consolidated financial statements for the fiscal year ended August 25, 2023 were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and the Audit Committee has reviewed and discussed our audited financial statements with our management and with Deloitte. In addition, the Audit Committee has discussed with Deloitte the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee has received from Deloitte the written disclosures and the letter required by applicable requirements of the PCAOB regarding Deloitte’s communications with the Audit Committee concerning independence and has discussed with Deloitte the independence of Deloitte. The Audit Committee has also concluded that the provision of the non-audit services to the Company in fiscal 2023 was compatible with Deloitte’s independence. Based on the foregoing, the Audit Committee has recommended to the Board, and the Board has approved, that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended August 25, 2023 for filing with the SEC. The Audit Committee and the Board have also recommended the selection of Deloitte as our independent registered public accounting firm for the fiscal year ending August 30, 2024.

The material in this report is not deemed “soliciting material,” is not deemed “filed” with the SEC, is not subject to Regulation 14A or 14C or to the liabilities of Section 18 of the Exchange Act, and is not to be incorporated by reference into any filing of SGH under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Respectfully submitted by the members of the Audit Committee of the Board of Directors:

Sandeep Nayyar, Chair

Randy Furr

Mary Puma

Maximiliane Straub

The Compensation Committee acts on behalf of the Board to oversee our director and executive compensation and benefits policies and to evaluate executive officer performance and compensation. Among other things, the Compensation Committee is responsible for the following:

The Compensation Committee is currently composed of four directors: Messrs. Furr (Chair), Ingram, and Papermaster and Ms. Puma. The Board has determined that Messrs. Furr, Ingram, and Papermaster and Ms. Puma all satisfy the “independence” requirements of Nasdaq and the Exchange Act applicable to members of a compensation committee of a listed company’s board of directors. During fiscal 2023, the Compensation Committee held five meetings.

The Compensation Committee is governed by a written charter, which can be found in the Governance section of the Investors section of our website at ir.smartm.com. Information on our website is not incorporated by reference in this Proxy Statement. The Compensation Committee charter grants the Compensation Committee sole authority to retain or obtain the advice of a compensation consultant, legal counsel, or other adviser, including the authority to approve the consultant’s reasonable compensation. The Compensation Committee may select such advisers, or receive advice from any other adviser, only after taking into consideration all factors relevant to that person’s independence from management, including those independence factors enumerated by Nasdaq. The Compensation Committee may delegate its authority under its charter to one or more subcommittees or the chair of the Compensation Committee as it deems appropriate and in our best interests from time to time. The Compensation Committee may also delegate to one or more officers the authority to make grants and awards of share rights or options to certain employees, as further described in its charter and subject to the terms of our equity-based plans.

The Compensation Committee is responsible for overseeing our compensation programs for executive officers and directors and all related policies and practices. Our Compensation Committee, which reports to our Board, meets at least quarterly during the year and retains a compensation consultant (described below under “Role of the Compensation Consultant”) to provide support to the Committee, including an annual review and assessment of our compensation programs for executive officers and directors. The annual compensation review

includes a determination of the companies to be considered in our peer group and a review of external market compensation comparisons relative to our peer companies and other comparable companies, including executive base salaries, cash incentives, and long-term equity awards as well as fees and equity awards for directors. The Compensation Committee reviews and determines whether and to what extent to approve all final recommendations from management regarding all forms of compensation for the NEOs (other than the CEO). The Compensation Committee also evaluates the performance of the CEO, reviews all forms of compensation paid to the CEO, and can either approve or modify such compensation, with any decision being reported to the Board.

In carrying out its responsibilities, the Compensation Committee asks the CEO to provide information on Company and individual performance, market data, and management’s perspective and recommendations on compensation matters. The Compensation Committee believes that it is important to consider the CEO’s input, particularly his evaluation of individual performance as well as the expected contribution and future potential of the other NEOs, because of his daily interaction with them. The CEO may recommend changes in base salaries, target cash incentives, and annual equity awards for executive officers (other than himself) and assists the Compensation Committee in assessing the individual performance of each executive officer for purposes of determining amounts to be paid under our annual bonuses. The CEO’s role in determining the compensation of executive officers is advisory only and the Compensation Committee (or the Board, on the recommendation of the Compensation Committee) provides final approval of all compensation matters for NEOs. The CEO also recommends the annual operating plan to the Board for approval, which includes corporate and division or business unit performance objectives and financial goals for the fiscal year.

The CEO also reviews the compensation data gathered from compensation surveys and analyses to make his recommendations to the Compensation Committee on base salary, annual cash incentive target amounts, and equity awards for each NEO other than himself.

During fiscal 2023, the Compensation Committee retained Semler Brossy Consulting Group (“Semler”) as its outside, independent compensation consultant. Semler reports directly and is accountable to the Compensation Committee. Semler has been engaged to provide advice, information, and recommendations relating to compensation of our executive officers and directors, including base salary, cash incentive and equity incentive levels, and program structures, as well as other retention incentives, and how this compensation compares to compensation for executive officers and directors of members of SGH’s peer group and comparably sized technology companies. In addition, Semler assists the Compensation Committee with the development of a peer group and the design and refinement of our compensation philosophy. Semler also advises the Compensation Committee regarding compensation disclosures, share ownership guidelines, shareholder proposals, and trends and best practices in executive and director pay.

In the course of its work, Semler interacts with management to understand existing Company programs and policies, collects current pay program data, reviews competitive compensation

data, obtains feedback on industry trends and best practices, and provides input on the Compensation Discussion and Analysis disclosure in our proxy statements. Semler does not provide, and has not been retained to provide, any services to the Company outside of the work assigned by the Compensation Committee.

The Compensation Committee has assessed the independence of Semler consistent with SEC rules and Nasdaq listing standards. In doing so, the Compensation Committee considered each of the factors set forth by the SEC and Nasdaq with respect to a compensation consultant’s independence. The Compensation Committee also considered the nature and amount of work performed for the Compensation Committee and the fees paid for those services in relation to the firm’s total revenues. On the basis of its consideration of the foregoing and other relevant factors, the Compensation Committee has determined that Semler is independent and that no conflicts of interest exist between the Company and Semler.

In fiscal 2023, Messrs. Furr, Ingram, and Papermaster and Ms. Puma served as members of our Compensation Committee. None of the fiscal 2023 members of the Compensation Committee was at any time one of our officers or employees. None of our executive officers currently serves, or served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more executive officers serving as a member of our Board or Compensation Committee.

The NCG Committee is generally responsible for identifying qualified Board candidates, recommending director nominees and appointments to Board committees, evaluating Board performance, reviewing management succession planning, and overseeing our Corporate Governance Guidelines. To that end, the NCG Committee is responsible for, without limitation, the following:

The NCG Committee is composed of three directors: Mses. Herscher and Straub (Chair) and Mr. Ingram. The NCG Committee held four meetings during fiscal 2023. The Board determined that Mses. Herscher and Straub and Mr. Ingram are all independent within the meaning of the Nasdaq rules.

The NCG Committee is governed by a written charter that can be found in the Governance section of the Investors section of our website at ir.smartm.com. Information on our website is not incorporated by reference in this Proxy Statement. The NCG Committee charter complies with the guidelines established by Nasdaq.

The charter of the NCG Committee grants the NCG Committee authority to retain and terminate any advisers, including search firms to identify director candidates, and sole authority to approve all such advisers’ fees and other retention terms. In selecting candidates for recommendation to the Board, the NCG Committee considers the long-term interests of the shareholders, our needs, and the appropriate skills, characteristics, and experience of the candidates, including multiple factors that are more fully described below. We are committed to actively seeking candidates from underrepresented groups. In addition to candidates identified by Board members, the NCG Committee considers candidates proposed by shareholders and evaluates them using the same criteria. A shareholder who wishes to suggest a candidate for the NCG Committee’s consideration should follow the procedures described under the heading “When are other proposals and shareholder nominations for next year’s annual general meeting due?”

Listed below are the skills and experience that we consider important for our directors in light of our current business and structure.

The following table summarizes our current directors’ voluntary self-identified diversity characteristics. To see our Board Diversity Matrix as of December 13, 2022, please see the proxy statement filed with the SEC on December 20, 2022.

In June 2021, the Board formed the Cybersecurity Committee, which acts on behalf of the Board to oversee our information technology use, data security, and compliance with information security and data protection laws. Among other things, the Cybersecurity Committee is responsible for:

The Cybersecurity Committee includes directors with technology and cybersecurity experience and is currently composed of three directors: Messrs. Ingram and Papermaster (Chair) and Ms. Straub.

During fiscal 2023, the Cybersecurity Committee held two meetings. At each of those meetings, the Cybersecurity Committee received updates from our Chief Information Officer, among other members of management, on technology investments, IT programs and operations, and our information security programs, matters, and efforts. Such efforts include employee information security training for new hires and our broader employee population on a regular basis. Management also timely briefs the Board on policy and regulatory cybersecurity matters.

The Cybersecurity Committee is governed by a written charter, which can be found in the Governance section of the Investors section of our website at ir.smartm.com. Information on our website is not incorporated by reference in this Proxy Statement. The Cybersecurity Committee may request that our Chief Information Officer and other appropriate Company personnel work with the committee to review strategic plans and implementation, as well as to check on any identified issues. The Cybersecurity Committee has the sole authority to retain and terminate any advisers, including cybersecurity or data privacy experts and legal counsel, and has sole authority to approve all such advisers’ fees and other retention terms. The Cybersecurity Committee also has the authority to conduct or authorize investigations into or studies of any matters within its scope of responsibilities.

We are committed to business practices that are environmentally sustainable in addition to being beneficial to our shareholders and the wider community. We set ambitious goals and make tangible investments to advance progress in the areas of environmental sustainability, governance and ethics, human capital, supply chain responsibility, and community engagement.

SGH’s Environmental, Social, and Governance (“ESG”) Steering Committee, which reports to our Board’s NCG Committee, meets regularly to develop and implement strategies for contributing to a more sustainable world for our people, communities, and the environment. The steering committee is made up of senior executives in Finance, Legal, Human Resources, Supply Chain and Operations, and Marketing and Communications. Our ESG Steering Committee reviews our policies, evaluates and sets long-term objectives, and approves public disclosures regarding corporate social responsibility. The NCG Committee is responsible for overseeing our ESG efforts. Our ESG Steering Committee updates the NCG Committee at least twice per year, and the NCG Committee updates the full Board.

Over the past three years, we have achieved a number of goals related to improved safety in our operations, enhanced protection of our employees, and expanded sourcing of clean energy. In 2023, we furthered our dedication to these goals and remained committed to achieving net zero Scope 1 and Scope 2 carbon emissions by 2030, pledged to report our climate action and water management efforts publicly, and undertook a concerted effort to advance diversity, equity, and inclusion amongst our employees. Furthermore, we have enhanced the level of disclosure in our responses to CDP’s annual questionnaires, which aided us in improving our CDP scores for climate change and water security from a D to a B- and from a C to a B-, respectively. Details on our 2022 sustainability performance and more information on our Future Impact Goals and our commitment to a sustainable future and a better world are included in our 2022 Environmental, Social, and Governance Report (our “ESG Report”). Information in our ESG Report is not incorporated by reference in this Proxy Statement or any of our filings with the SEC and is referred to for further information only.

In 2023, we reaffirmed our commitment to the following goals established in 2021 with regard to climate action, diversity, equity, and inclusion, and governance (our “Future Impact Goals”):

Our commitment to climate action, governance, and diversity, equity, and inclusion is not only forward-thinking; we believe that it also creates value for SGH and our shareholders by contributing to more robust and inclusive planning and analysis around the pursuit of new market opportunities, greater brand recognition, and mitigation of costs and risks.

SGH believes that sound governance contributes to good corporate citizenship, competitive strength, investor confidence, long-term success, and sustained shareholder value. SGH is governed by the Board and the committees of the Board, which meet throughout the year. The Board and management regularly review and evaluate our corporate governance practices, policies, and procedures. SGH’s corporate governance documents, including the charters of the Audit Committee, Compensation Committee, NCG Committee, and Cybersecurity Committee, as well as the Code of Business Conduct and Ethics, Corporate Governance Guidelines, and Policy for Reporting Concerns are available on the Governance section of the Investors section of our website at ir.smartm.com.

SGH is committed to ethical business practices, as demonstrated by our Code of Business Conduct and Ethics, our Supplier Code of Conduct, and our membership in and commitment to the Responsible Business Alliance (“RBA”) and its code of conduct, which align with the United Nations (“UN”) Guiding Principles and its framework on the issue of human rights and transnational corporations and other business enterprises.

Our Board takes a direct interest in privacy, data security, and IP protection. In 2021, the Board formed the Cybersecurity Committee, which oversees information technology use and data security, including enterprise cybersecurity, data collection, and protection and compliance with information security and data protection laws in accordance with our ongoing implementation of our Information Security Risk Management framework, which is built on National Institute of Standards and Technology and International Organization for Standardization (“ISO”) standards.

Product safety and compliance efforts are also central to SGH. For example, we work with our suppliers so that we have visibility into the components we use which, based on our suppliers’ transparency, are lead-free and compliant with the most current version of the European Union’s Restriction of Hazardous Substances directive. SGH also complies with the EU’s Registration, Evaluation, Authorization, and Restriction of Chemicals regulations to manage and mitigate the risks of chemical exposure for our employees, our community, and the environment.

SGH has established a quality, environment, health, and safety (“QEHS”) management system, which is aligned to the principles of ISO and defines elements by which SGH conducts its global business and the protection of its employees and stakeholders, the public, and the environment. It provides the framework to develop, implement, monitor, and improve QEHS objectives, targets, and performance standards to mitigate our exposure to risks. We conduct internal and external audits annually to maintain our standards of operation and maintain our ISO certification. The QEHS management system applies to all SGH’s business locations, units, and functions, as well as all aspects of our global business processes.

As a global technology holding company involved in multiple lines of business, we are positioned to make a positive impact on our environment and in our communities. We believe it is our responsibility to ensure that we are deploying environmentally sustainable business practices to help minimize the impact of our operations on the environment.

Our environmental sustainability strategy and programs are managed by our ESG Steering Committee, which sets goals, tracks progress, and promotes compliance to legal requirements. The team meets regularly to seek out, identify, and address negative impacts that can be reduced or eliminated in order to foster a cleaner and healthier environment.

A significant portion of our operational greenhouse gas emissions can be attributed to our energy use. As a result, we are focused on our energy management as a part of our broader climate strategy. We take actions to measure, reduce, and report on our climate impact and proactively invest in projects that support conservation and renewable energy. For example, at our facility in Atibaia, Brazil, we transitioned to 100% renewable energy sources in 2016, and in 2022, approximately 38% of our total global energy consumption (including consumption related to our acquisition of Cree Inc.’s LED products business unit (“CreeLED”)) is from renewable energy sources.

SGH recognizes water as both a critical global resource and an essential part of our business operations. We monitor our water usage and consistently look for opportunities to reduce our water withdrawal and consumption. For example, our estimated global water reuse improved from 42% in 2018 to 65% in each of 2021 and 2022, and we strive to continue to improve in this regard.

SGH has a sustained focus on consuming fewer resources, producing less waste, and recycling and reusing as much as possible. In our packaging, we work to minimize or eliminate harmful substances, reduce the use of foam, and rely on recyclable materials such as corrugated cardboard. We also seek to reduce our production of hazardous waste and to repurpose the hazardous waste that we do produce.

At SGH, we value our employees and understand the importance of supporting their development and creating opportunities for their advancement. As part of our “put people first” mindset, we invest in key initiatives such as employee engagement and development; health, safety and wellness; and diversity, equity, and inclusion.

We value and foster capable leadership that can meet the challenges of business growth while contributing to a supportive and inclusive company culture. At all locations, we provide our employees with performance assessments and evaluations. Where applicable, employees also have access to coaching programs and job-specific training. We also provide our employees with training on workplace culture and enrichment through our learning platform, which covers topics such as harassment, creating healthy work environments, inclusion, and global ethics and compliance.

We strive to provide and maintain a safe work environment and to promote overall wellness among employees. We prioritize employee wellbeing throughout our operations as well as through specific wellness programs. We also support mental health and wellness through our Employee Assistance Program, which offers free and confidential counseling and support for our employees and members of their households.

We promote a safe working environment by ensuring compliance with all related Occupational Safety and Health (“OSH”) Legislation, the ISO 45001 standard, and effective OSH procedures and policy implementation. We conduct health and safety programs such as Crime Prevention, Fire Prevention, and CPR Awareness to promote a healthier, safer workplace. In addition, risk assessments and periodic safety inspections performed by the QEHS team identify areas for improvement in safety and prevention in order to minimize safety-related incidents. We also support physical fitness through programs such as gym membership reimbursement and mental health and wellness through our Employee Assistance Program.

We are committed to promoting diversity, equity, and inclusion. Diverse teams bring valuable perspectives and backgrounds to our company. Our employees represent various races, religious beliefs, gender identities and expressions, ages, national origins, and points of view, and our executive leadership team has been reorganized to include leaders from diverse backgrounds. Our non-discrimination policy, which is outlined in our employee handbook, articulates people-oriented and fair treatment principles in the recruitment, hiring, training, promotion, compensation, benefits, transfer, and disciplinary action of all employees.

SGH strives to maintain sustainable supply chain practices to promote the highest environmental and social standards throughout our value chain. We work to be trusted supply chain partners by following all applicable laws and hold ourselves accountable against high ethical standards. We joined the RBA over a decade ago and have been committed to upholding their code of conduct (the “RBA Code of Conduct”) ever since. We also contractually require within our Supplier Code of Conduct that our suppliers adopt the RBA Code of Conduct and follow the principles and practices outlined therein and conduct periodic reviews to confirm such compliance.

Responsible sourcing is integral to sourcing safe and ethically-created products. Our Conflict Minerals program was created to monitor the sourcing of tin, tantalum, tungsten, and gold from the Democratic Republic of Congo and adjoining countries, which are at risk of being mined and sold under the control of armed groups to finance conflict. We follow guidance from RBA’s Responsible Mining Initiative (“RMI”) so that we stay up-to-date with industry best practices that address the responsible sourcing of minerals in our supply chain. Consistent with the RMI, and to mitigate sourcing risks, we require all of our suppliers to complete the Conflict Minerals Reporting Template annually.

SGH upholds human rights in our business practices and understands our responsibility to help people prosper globally through our products and our services and by providing a workplace that promotes meaningful work and growth. We do not allow any forms of forced labor, child labor, or bonded labor. Additionally, we require that non-exempt employees do not work over 40 hours without added compensation, and we do not employ underage workers. We require all suppliers to sign our Supplier Code of Conduct annually to promote accountability for human rights violations, including forced or involuntary labor, child labor, unfair wages and benefits, unfair working hours, discrimination, freedom of association, health and safety concerns, and conflict minerals.

Through the adoption of the RBA Code and through our own Code of Business Conduct and Ethics, we align our efforts to the UN Guiding Principles on Business and Human Rights, the UN Universal Declaration of Human Rights, the UN Global Compact, the International Labor Organization’s International Labor Standards, and the Office of Economic Cooperation and Development’s Guidelines for Multinational Enterprises.

Throughout the world, we engage locally to make a positive impact in our communities by encouraging employees to volunteer and participate in charitable giving opportunities that matter to them. We support and host volunteer opportunities, and our employee donation matching program allows employees to select nonprofits for a company match of up to $2,500 per employee each calendar year.

The Compensation Committee is responsible for approving the compensation of our independent directors. As part of this process, the Compensation Committee periodically reviews the independent director compensation program to evaluate whether it is competitive with market practices after considering input from the Compensation Committee’s independent compensation consultant with respect to market data for the same peer group of companies as is used for evaluating executive compensation decisions. Following this review, for fiscal 2023, the Compensation Committee decided not to adjust the independent director compensation program, which consists of the following, effective as of February 11, 2022:

For purposes of RSU awards granted to our directors, grant date fair values are determined based on the closing price of our ordinary shares at the close of trading on the last trading day immediately prior to the date of grant and are rounded down to the nearest whole share.

The Initial Director RSUs and the Annual Director RSUs fully vest upon a change in control.

We do not provide separate compensation for service on our Board to directors who also serve as our employees. We provide all of our directors with reimbursement for expenses incurred in connection with their service on our Board.

The Compensation Committee believes that, in order to more closely align the interests of our non-employee directors with those of our other shareholders, all independent directors who participate in our non-employee director compensation program (“Covered Directors”) should maintain a minimum level of equity interests in our ordinary shares. The Compensation Committee has adopted share ownership guidelines requiring ownership of three times the annual cash retainer for Covered Directors. Covered Directors are required to be in compliance with the policy by the later of: (i) March 31, 2024 and (ii) the date that is five years after appointment to the Board. As of the Record Date, all Covered Directors were in compliance with our share ownership guidelines or were in the five-year transition period.

The following table summarizes the compensation of our non-employee directors for fiscal 2023. Mr. Adams, who served as one of our executive officers, did not receive separate compensation for his service as a director during fiscal 2023. Information regarding the compensation received by Mr. Adams for fiscal 2023 is disclosed in the 2023 Summary Compensation Table and in “Compensation Discussion and Analysis” below.

Our Board is presently composed of eight members who are divided into three classes, designated as Class I, Class II, and Class III. One class of directors is elected by the shareholders at each annual general meeting of shareholders to serve from the time of their election until the third annual general meeting of shareholders following their election. Class I directors consist of Sandeep Nayyar, Mary Puma, and Maximiliane Straub. Class II directors consist of Randy Furr and Penelope Herscher. Class III directors consist of Mark Adams, Bryan Ingram, and Mark Papermaster. The current terms of our Class I directors expire at the Annual General Meeting.

The following table sets forth information regarding the Board nominees and other members of the Board as of December 12, 2023.

The NCG Committee has nominated Mr. Nayyar and Mses. Puma and Straub as Class I director nominees for a three-year term expiring at the 2027 Annual General Meeting and until their respective successors are duly elected and qualified, or, if sooner, until the director’s death, resignation, or removal.

A brief biography of each nominee and each continuing director is set forth below as of December 12, 2023, as well as information regarding the experience, qualifications, attributes, and/or skills of each nominee that led the NCG Committee to believe that the director should continue to serve on the Board. Each of the nominees has consented to being named in this Proxy Statement and to serve if elected.

Sandeep Nayyar has served as a director since September 2014. Mr. Nayyar has been Vice President and CFO of Power Integrations, Inc., a supplier of high-performance electronic components, from 2010 to the present. From 2001 to 2009, Mr. Nayyar served as Vice President of Finance for Applied Biosystems, Inc., a developer and manufacturer of life sciences products. From 1990 to 2001, Mr. Nayyar served in various senior finance roles including Vice President,

Finance at Quantum Corporation, a computer storage company. Mr. Nayyar was with Ernst & Young LLP, a public accounting firm, from 1986 to 1990, including service as an Audit Manager. Mr. Nayyar holds a Bachelor of Commerce from the University of Delhi, India and is a Certified Public Accountant.

We believe that Mr. Nayyar’s experience in complex technology companies in the semiconductor, life sciences, and storage industries and the perspective he brings as a Certified Public Accountant make him well qualified for service as a director.

Mary Puma has served as a director since July 2023. Ms. Puma previously served as Chief Executive Officer and President of Axcelis Technologies, Inc. (“Axcelis”), a publicly-held company engaged in the supply of capital equipment for the semiconductor chip manufacturing industry, from 2002 to May 2023. Prior to becoming Chief Executive Officer in 2002, Ms. Puma served as President and Chief Operating Officer of Axcelis from 2000. In 1998, she became General Manager and Vice President of Axcelis’s predecessor, the Implant Systems Division of Eaton Corporation, a global diversified industrial manufacturer. In 1996, she joined Eaton as General Manager of the Company’s Commercial Controls Division. Prior to joining Eaton, Ms. Puma spent 15 years in various marketing and general management positions for General Electric Company. Ms. Puma currently serves as Executive Chairperson of the Board of Axcelis, a position she will hold until May 2024, and previously served as Chairperson of the Board from 2005 to 2015. Ms. Puma has served as a director of Ciena Corporation, an American telecommunications networking equipment and software services supplier, since August 2023, and has served as Chairperson of the Board of SEMI, a global industry association serving the manufacturing supply chain for the micro- and nano-electronics industries, since January 2023. Ms. Puma also served as a director of Nordson Corporation from July 2001 to November 2023. Ms. Puma holds a Bachelor of Arts degree in Economics from Tufts University and a Master of Science degree from the MIT Sloan School of Management.

We believe that Ms. Puma’s substantial expertise as an industry leader in the technology, electronics, and semiconductor industries, as well as her extensive supply chain expertise, make her well qualified for service as a director.

Maximiliane Straub has served as a director since April 2019. Ms. Straub has served with the Robert Bosch LLC companies (“Robert Bosch companies”) for over 27 years and currently serves as President Global Business Services Bosch, a position she has held since January 1, 2020. Ms. Straub also serves as CFO and Executive Vice President of Finance, Controlling, and Administration of Bosch North LLC, a position she has held since June 2010. Prior to joining the Robert Bosch companies, Ms. Straub held several financial positions within the semiconductor division of Siemens AG and Siemens Matsushita Components. Ms. Straub serves on the Board of Directors of Inforum, a professional organization focused on creating strategic connections to help advance professional women. In 2010, 2015, and 2020, Ms. Straub was recognized by Automotive News as one of the “Top 100 Women in the Auto Industry.” She is a guest lecturer for the University of Michigan Ross School of Business program “Ascending to the C-Suite: From Theory to Practice.” Ms. Straub served on the boards of directors of MTS Systems Corporation, Horizon Global Corporation, and Aquantia Corp. Ms. Straub’s educational degrees include Industriekauffrau IHK and an Advanced Business Administration degree with thesis, Diplom-Betriebswirt from the University of Munich.

We believe that Ms. Straub’s substantial experience as an executive at public companies in the technology sector, as well as her extensive financial and operational expertise and her background in industrial technology, make her well qualified for service as a director.

Each of the following resolutions will be put to shareholders at the Annual General Meeting:

“RESOLVED, by ordinary resolution, that Sandeep Nayyar be appointed as a Class I director of the Board to serve until the Company’s 2027 Annual General Meeting of Shareholders or until his respective successor is duly elected and qualified or until his earlier death, resignation, or removal.

RESOLVED, by ordinary resolution, that Mary Puma be appointed as a Class I director of the Board to serve until the Company’s 2027 Annual General Meeting of Shareholders or until her respective successor is duly elected and qualified or until her earlier death, resignation, or removal.

RESOLVED, by ordinary resolution, that Maximiliane Straub be appointed as a Class I director of the Board to serve until the Company’s 2027 Annual General Meeting of Shareholders or until her respective successor is duly elected and qualified or until her earlier death, resignation, or removal.”

Randy Furr has served as a director since September 2017. Mr. Furr joined Bloom Energy Corporation (“Bloom Energy”) in April 2015 and served as Executive Vice President and CFO until his retirement in 2020. Prior to Bloom Energy, he served as Corporate Executive Vice President and CFO of Spansion Inc. from June 2009 to March 2015, when it was acquired by Cypress Semiconductor Corporation. Mr. Furr has over 35 years of experience in the technology sector and is an experienced financial and operations executive. Mr. Furr also held senior executive positions as Executive Vice President and CFO at Magellan Navigation, Inc. from August 2008 to June 2009, and as COO and CFO at Aliph Brands, a consumer Bluetooth telephony device company, from April 2008 to August 2008. Prior to that, Mr. Furr was at Adobe Systems, Inc. (“Adobe”), where he served as Senior Vice President, Business Process Improvement from May 2007 to January 2008, as SVP and Interim Chief Information Officer from November 2006 to May 2007, and as Executive Vice President and CFO from May 2006 to November 2006. Before joining Adobe, Mr. Furr spent 13 years at Sanmina Corporation (“Sanmina”), an electronics manufacturing services provider, where he served as President and COO from 1996 to 2005 and as Executive Vice President and CFO from 1992 to 1996. Mr. Furr served as a member of the board of directors of Sanmina from 1998 until 2005. Mr. Furr holds a Bachelor of Business Administration from the University of Oklahoma and is a Certified Public Accountant.

We believe that Mr. Furr’s substantial experience as an executive at several public companies in the technology sector and his background as a Certified Public Accountant make him well qualified for service as a director.

Penelope Herscher has served as a director since September 2021. Ms. Herscher is a seasoned technology public company board director, executive, and entrepreneur, with more than 15 years of experience as a high-tech CEO in Silicon Valley and more than 10 years of experience serving on public company boards of directors. She currently serves as chair of the board of directors at Lumentum Holdings, Inc. and as a member of the board of directors of FORVIA SA and several private companies. Ms. Herscher previously served as a member of the board of directors of Embark Trucks, Inc. from September 2022 to August 2023, Verint Systems, Inc. from March 2017 to June 2021, PROS Holdings, Inc. from January 2018 to May 2021 and Rambus, Inc. from July 2006

to April 2018. Since 2004, Ms. Herscher held various executive positions as CEO of First Rain, Inc., Executive Vice President and Chief Marketing Officer of Cadence Design Systems, Inc., and CEO of Simplex Solutions. Ms. Herscher holds a BA Hons, MA in Mathematics from Cambridge University in England.

We believe that Ms. Herscher’s substantial experience as a director at public companies and as an executive in the technology sector make her well qualified for service as a director.

Mark Adams became our President and CEO as of August 31, 2020 and has served as a director since September 2020. Mr. Adams served as CEO of Lumileds, Inc. (“Lumileds”) from February 2017 until March 2019. Previously, Mr. Adams served as President of Micron Technology, Inc. (“Micron”) from February 2012 to February 2016. From 2006 to February 2012, Mr. Adams served in a number of positions at Micron, including as Vice President of Worldwide Sales and Vice President of Digital Media. Prior to joining Micron, Mr. Adams served as COO of Lexar Media, Inc. in 2006. Mr. Adams also served as Vice President of Sales and Marketing of Creative Labs, Inc. (“Creative Labs”) from 2002 to 2006. In addition, he held numerous roles at Creative Labs prior to 2002, including five years as General Manager of Latin America. Prior to joining Creative Labs, Mr. Adams spent five years in major account sales for the enterprise server business of NCR Corporation. Mr. Adams has served as a member of the board of directors of Cadence Design Systems, Inc. since 2015 and served as a member of the board of directors of Seagate Technology PLC from January 2017 to October 2022. Mr. Adams holds a Master of Business Administration from Harvard University, focused in finance and international marketing.

As our top executive, Mr. Adams has direct responsibility for strategy development and execution. We believe that Mr. Adams’ substantial experience in investing and finance and his service as a senior executive and on the boards and board committees of technology companies, make him well qualified for service as a director of SGH.

Bryan Ingram has served as a director since October 2018. Mr. Ingram retired from Broadcom Inc. (“Broadcom”) effective March 20, 2020. Mr. Ingram served as Senior Vice President (“SVP”) and General Manager of Broadcom’s Wireless Semiconductor Division (“WSD”) from November 2015 to November 2019 and from 2007 to March 2013. As SVP and General Manager at WSD, Mr. Ingram oversaw the development, production, and marketing of Radio-Frequency components used in handsets and other communications devices. Mr. Ingram served as COO of Avago Technologies (“Avago”) from April 2013 until October 2015. In this role, he led the legacy Avago business units and operations. From 2005 to 2007, Mr. Ingram was Vice President of WSD. Prior to the founding of Avago from the Agilent Semiconductor Products Group (“SPG”) in 2005, Mr. Ingram was Vice President and General Manager of the SPG Wireless Semiconductor Division. From 1986 to 1999, Mr. Ingram held various management positions at HP Inc. and Westinghouse Electric Corporation. Mr. Ingram holds a Bachelor of Science in Electrical Engineering from the University of Illinois and a Master of Science in Electrical Engineering from Johns Hopkins University.

We believe that Mr. Ingram’s substantial experience as an executive at public companies in the technology sector, as well as his background in operations, business development, and marketing, make him well qualified for service as a director.

Mark Papermaster has served as a director since August 2022. Mr. Papermaster is an experienced Chief Technology Officer overseeing corporate technical direction and product development with a demonstrated history of delivering impactful, leading-edge products to

market. He currently serves as Chief Technology Officer and Executive Vice President, Technology and Engineering, at Advanced Micro Devices, Inc. (“AMD”), where he is responsible for corporate technical direction, product development, advanced research, and the information technology foundation of compute infrastructure and services. Before joining AMD in October 2011, he held senior leadership positions at Cisco Systems, Inc., Apple, Inc., and International Business Machines Corporation. Mr. Papermaster holds a Bachelor of Science from the University of Texas at Austin and a Master of Science from the University of Vermont, both in Electrical Engineering. He is a long-term member of the University of Texas Cockrell School of Engineering Advisory Board, the Juvenile Diabetes Research Foundation, the CTO Forum Advisory Board, IEEE Industry Advisory Board, and Global Semiconductor Alliance Board of Directors.

We believe that Mr. Papermaster’s substantial engineering experience, including significant leadership roles managing the development of a wide range of products from microprocessors to mobile devices and high-performance servers, as well as his cyber, technology, and information security background as a Chief Technology Officer, make him well qualified for service as a director.

The Audit Committee has selected and approved of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for the fiscal year ending August 30, 2024. Deloitte has served as our independent registered public accounting firm since 2014. Representatives of Deloitte plan to attend the Annual General Meeting and will be available to answer appropriate questions from shareholders. They will also have the opportunity to make a statement if they desire to do so.

Neither our Articles of Association nor other governing documents or law require shareholder ratification of the selection of Deloitte as our independent registered public accounting firm; however, the Audit Committee is submitting the selection of Deloitte to the shareholders for ratification as a matter of good corporate practice. If the shareholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain Deloitte. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in our best interests and the interests of our shareholders.

The following is a summary of the fees and services provided to us by Deloitte and the member firms of Deloitte Touche Tohmatsu Limited, and their respective affiliates for fiscal 2023 and 2022:

The Audit Committee or delegate thereof pre-approves the scope of the audit, audit-related, and tax services provided by our independent registered public accounting firm as well as all associated fees and terms, pursuant to pre-approval policies and procedures established by the Audit Committee, provided that such policies and procedures are detailed as to particular services; do not involve delegation to management of the Audit Committee’s responsibilities under its charter; and the Audit Committee is informed as to each such service for which the independent registered public accounting firm is engaged pursuant to such policies and procedures at its next scheduled meeting. The Audit Committee evaluates the independent registered public accounting firm’s qualifications, performance, and independence and presents its conclusions to the full Board on at least an annual basis. All of the services provided by Deloitte in fiscal 2023 and 2022, and fees for such services, were pre-approved by the Audit Committee in accordance with these standards.

The following resolution will be put to shareholders at the Annual General Meeting:

“RESOLVED, by ordinary resolution, that the selection by the Audit Committee of the Board of Directors of the Company of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 30, 2024 is ratified.”

Our Board is committed to excellence in governance. At our 2019 annual general meeting of shareholders, our Board recommended and our shareholders approved, in a non-binding advisory vote, that a non-binding advisory vote on executive compensation be held every year. Consistent with this preference expressed by our shareholders, the Board determined that our shareholders should be provided with an opportunity to vote on a say-on-pay proposal every year.

We utilize a “pay-for-performance” philosophy as the foundation for all decisions regarding compensation of our NEOs. In designing the compensation program for our NEOs, we start by evaluating our businesses’ objectives and take into account the complexity of our businesses in tailoring our compensation program toward furthering these objectives. We implement corporate governance best practices into our executive compensation programs, along with high standards of risk management, in order to protect the interests of our shareholders.

Our executive compensation philosophy and program, as approved by our Compensation Committee, have been central to our objective to attract, retain, and motivate individuals who can lead in our efforts to achieve superior shareholder returns. The Compensation Committee is engaged in reevaluating our compensation philosophy and our compensation programs and practices. Please refer to “Compensation Discussion and Analysis” below for a more detailed explanation of the compensation of our NEOs.

Pursuant to Schedule 14A of the Exchange Act, we are asking for shareholder approval, in the form of a non-binding advisory resolution, of the compensation of our NEOs as disclosed in this Proxy Statement in accordance with SEC rules, which includes the disclosure under “Compensation Discussion and Analysis” below, the compensation tables, and the narrative discussion following the compensation tables. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the executive compensation policies and practices described in this Proxy Statement. This advisory vote gives you, as a shareholder, the opportunity to endorse or not endorse the compensation of our NEOs through the following resolution:

The following resolution will be put to shareholders at the Annual General Meeting:

“RESOLVED, by ordinary resolution, and in the form of an advisory resolution, that the compensation paid to the Company's Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K in the Compensation Discussion and Analysis section and compensation tables as well as the other narrative executive compensation disclosures contained in the Proxy Statement for the Annual General Meeting of Shareholders, is approved.”

While we intend to carefully consider the voting results of this proposal, this vote is advisory and therefore not binding on the Company, the Compensation Committee, or the Board. The Board and the Compensation Committee value the opinions of our shareholders. To the extent that there is any significant vote against the NEO compensation as disclosed in this Proxy Statement, we will consider those shareholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

Each of our ordinary shares entitles its holder to one vote. The following table presents the beneficial ownership of our shares as of December 12, 2023 for:

We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the tables below have sole or shared voting and investment power with respect to all ordinary shares that they beneficially own, subject to applicable community property laws.

Ordinary shares subject to options under the SMART Global Holdings Amended and Restated 2017 Share Incentive Plan (as amended, the “Plan”) that are currently exercisable or exercisable within 60 days of December 12, 2023 and RSUs and restricted share awards (“RSAs”) scheduled to be released within 60 days of December 12, 2023 (excluding any performance or market-based awards where the performance or market conditions have not been satisfied as of such date) are deemed to be outstanding and beneficially owned by the person holding the options, the RSUs, or the RSAs for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Shares potentially issuable upon conversion of our convertible senior notes due 2026 are not deemed to be outstanding. Percentage ownership is based on 51,839,928 ordinary shares outstanding on December 12, 2023.

Unless otherwise indicated, the mailing address of each of the individuals below is c/o SMART Global Holdings, Inc., 39870 Eureka Drive, Newark, CA 94560.

The following table sets forth information concerning our executive officers as of December 12, 2023 (other than for Mr. Adams, our CEO, whose biographical information appears above under “Proposal No. 1: Election of Directors–Class III Directors: Continuing in Office Until the 2026 Annual General Meeting”).

Joseph Clark has served as our SVP and President, LED Solutions since September 2022. He brings to SGH more than 25 years of experience in lighting and technology industries. He joined CreeLED in 1998 where he began his career as an R&D Engineer in LED Epitaxy. In the years following until 2017, Mr. Clark held various leadership roles, ultimately, ending as Head of LED R&D. Subsequently, he led the Board & Module business as Vice President of Integrated Lighting Solutions. Before Mr. Clark’s appointment to President, he led worldwide LED operations, including strategy and engineering, as Vice President of Global Operations. Prior to CreeLED and SGH, Mr. Clark worked for Intel Corporation as a Characterization and Yield Engineer. Mr. Clark holds a Bachelor of Science and Master of Science in Materials Science and Engineering from North Carolina State University and more than 12 patents related to LED lighting.

Anne Kuykendall has served as our SVP, Chief Legal Officer, and Chief Compliance Officer since September 2023 and served as our Vice President, General Counsel, and Chief Compliance Officer from April 2021 to September 2023. Most recently, Ms. Kuykendall served as General Counsel and Head of HR for MariaDB Corporation Ab. Prior to that, she served in various legal leadership roles with DriveOn, Inc., Cloudera, Inc., and Cadence Design Systems, Inc. Ms. Kuykendall earned her Juris Doctor at the University of California, Berkeley School of Law, and holds a Master’s and Bachelor of Arts degree from Stanford University.

David Laurello has served as our SVP since December 2023 and as President, Intelligent Platform Solutions since June 2023. From January 2000 until June 2023, Mr. Laurello served as President and CEO of Stratus Technologies (“Stratus”), which was acquired by SGH in August 2022. Prior to SGH and Stratus, Mr. Laurello served as Vice President and General Manager of Converged Network Solutions for Lucent Technologies, Inc. where he managed the business unit while overseeing engineering, product management, and marketing. Mr. Laurello has also held other executive positions, including senior engineering management roles at Ascend Communications, Inc. and Digital Equipment Corporation. Additionally, he sits on the advisory board of the Manning School of Business at the University of Massachusetts Lowell. Mr. Laurello holds a Bachelor of Science in Electrical Engineering and a Masters in Business Administration from the University of Massachusetts.

Jack Pacheco has served as our Executive Vice President, COO and President, Memory Solutions since September 2020. He previously served as our SVP, COO, and CFO from October 2011 to September 2020. Previously, from 2004 to 2008, Mr. Pacheco served as our CFO. Prior to rejoining us, from 2008 to 2011, Mr. Pacheco served as Vice President and CFO of Mirion Technologies, Inc., a provider of radiation detection, measurement, analysis, and monitoring products. From 2001 to 2004, Mr. Pacheco served as CFO for Ignis Optics, Inc., an optical components startup acquired by Bookham Technology Inc. Mr. Pacheco holds a Master in Business Administration from Golden Gate University and a Bachelor of Science in Business Administration from Washington State University.

Ken Rizvi has served as our SVP and CFO since February 2021. Bringing a strong blend of international finance, accounting, and strategy experience, in addition to his years of financial leadership in the technology industry, he is well-suited to lead SGH’s global finance organization. Mr. Rizvi joined us from UTAC Holdings Ltd. (“UTAC”), a global semiconductor assembly and test services provider, where he served as CFO from June 2018 until February 2021. Prior to joining UTAC, he served as CFO at Isola Group and also served as Vice President of Finance & Treasurer at Micron. Mr. Rizvi has more than 20 years of experience in the technology industry with senior leadership roles at UTAC, Isola, ON Semiconductor, and Micron. He has also served as an associate with Technology Crossover Ventures, a leading private equity and venture capital firm, and as an investment banker at Morgan Stanley. Mr. Rizvi holds an Executive Master of Business Administration from the W.P. Carey School of Business at Arizona State University and a Bachelor of Arts in Economics from Yale University.

This section discusses the compensation program for the Company’s NEOs for fiscal 2023, who are set forth in the table below.

Our Compensation Discussion and Analysis (“CD&A”) is divided into three sections:

For the last three years, our executive team has been on a journey to transform SGH from a memory module company to an enterprise solutions company focused on high-performance, high-availability solutions that yield higher-quality revenue and improving gross margins.

In fiscal 2023, two significant transactions advanced our transformation. First, we acquired Stratus, a leading provider of high-availability, fault-tolerant computing platforms, software, and services. This transaction expanded our Intelligent Platform Solutions (“IPS”) offerings at the Edge and Core, added to our large-scale global customer base, and delivered significant high-margin, recurring services revenue. Second, we also announced an agreement to divest an 81% interest in our SMART Brazil operations, which successfully closed at the end of calendar 2023. The SMART Brazil divestiture positions us to further align our resources and investments towards developing high-performance, high-availability enterprise solutions.

Our fiscal 2023 financial performance also showed continued progress despite a challenging global and economic environment. We built on our strong foundation to achieve record GAAP and non-GAAP gross margins. The following table highlights our significant transformation activities and key results for fiscal 2023.

 

As we look back on fiscal 2023, we are proud of the progress we have made and confident in our future. At the time of our IPO in 2017, Memory Solutions was 100% of our revenue. In fiscal 2023, Memory Solutions was just 31% of our revenue. In addition, Services revenue is now a much larger portion of our total revenue, having grown from $148 million, or 11% of overall SGH sales in fiscal 2022, to $248 million, or 17% of SGH sales, inclusive of Stratus services, in fiscal 2023.

We also remained dedicated to responsible business practices and sound governance. In fiscal 2023, a significant portion of total executive compensation continued to be tied to Company and individual performance through a combination of cash performance incentives and equity compensation. Our pay-for-performance model strikes a balance between connecting pay to performance and attracting, retaining, and motivating our executives in an intensely competitive market and challenging macroeconomic environment.

In response to our own high standards, investor feedback, and a positive Say-on-Pay vote at our 2023 Annual General Meeting, we also remained committed to the objectives of our improved executive compensation program. These objectives include reducing our burn rate, managing our overhang, eliminating unusual equity grants, and examining gender pay equity in the United States. While our burn rate over the prior three years was high compared to our peers, primarily due to stock price decline and acquisitions, our gross burn rate for fiscal 2023 is below fiscal 2021 levels, and we expect a slight decrease in overhang as granted equity vests. We also adhered rigorously to our structured short-term cash incentive program and did not pay any guaranteed bonuses in fiscal 2023. And finally, we acted upon the findings of a robust gender pay equity study in the United States that continues to inform our efforts to ensure pay parity amongst our employees.

In fiscal 2023, despite ongoing macroeconomic challenges, industry headwinds, continuing supply chain constraints, inflation, and constricting fiscal policy at the federal level, we consistently demonstrated our ability to execute operationally.

Our executive compensation program is built on a performance-driven culture and shareholder-focused executive compensation philosophies and objectives, as described below under “Executive Compensation Philosophies and Objectives.” The following table outlines each of the principal elements of our fiscal 2023 annual executive compensation program:

 

The Compensation Committee reviews our executive compensation program on an ongoing basis in order to evaluate it against our executive compensation philosophies and objectives as well as shareholder interests. The Compensation Committee established the following practices in order to achieve our executive compensation objectives:

The Compensation Committee is focused on aligning our executive compensation program with the interests of our shareholders. In January and February 2023, we reached out to our top 25 shareholders, representing over 80% of our shares outstanding as of the record date for our 2023 Annual General Meeting. Shareholders have been largely receptive to the revised compensation practices that the Compensation Committee has implemented in conjunction with the new management team since fiscal 2021. At our 2023 Annual General Meeting, 98.5% voted to approve our compensation practices. The Compensation Committee believes that the outcome of this vote reflects shareholder approval of the changes we have made to improve upon past pay practices. Fiscal 2022's compensation program shifted from our legacy compensation practices to (i) a twelve-month performance period for executive bonuses, (ii) performance-based equity that measures performance relative to a pre-established peer group, and (iii) no guaranteed bonuses. As discussed in more detail below, we continued to build upon these improvements in fiscal 2023 with changes such as formal consideration of measurable ESG goals in awarding executive bonuses. We view the shareholder vote at our 2023 Annual General Meeting as an indication of support for the Compensation Committee’s change in approach, as well as its commitment to continuing to address shareholder concerns in the years ahead.

We believe in listening to our shareholders. Each year, we conduct outreach to shareholders in order to solicit feedback on matters including our executive compensation and corporate governance practices. Last year, with the support of MacKenzie Partners, Inc., we reached out to our top 25 shareholders in advance of our 2023 Annual General Meeting and spoke with every shareholder who accepted our invitation to meet. In addition, throughout the year, the Company engages with our shareholders and is available to discuss our executive compensation practices. We value the input of our shareholders and have revised our compensation philosophy in direct response to their feedback.

To ensure effective and transparent communication with our shareholders, we convey relevant information through our Investor Relations website, our Annual Report, and this Proxy Statement.

Based on insights from shareholders, we identified the issues of greatest concern and responded with the following policy changes in fiscal 2022 which we have continued in fiscal 2023:

Our executive compensation program is designed around five primary objectives:

In furtherance of these objectives, the variable components of our executive compensation program tie significant portions of total compensation to Company and individual performance, using a combination of cash performance incentives and equity compensation. The Compensation Committee believes that the executive compensation program should motivate the executive officers to drive strong and sustained performance for SGH. Accordingly, executive compensation is weighted towards at-risk, variable incentive awards — short-term cash incentives and equity grants — rather than base salaries. This focus on performance and equity aligns our executive compensation with the performance of individuals and the Company as a whole and the interests of our shareholders. Furthermore, aligning compensation with performance incentivizes strong executive performance.

At least once per year (prior to awarding short-term cash incentive compensation), the CEO assesses each NEO’s performance, taking into account accomplishments, areas of strength, and opportunities for development. The CEO bases this evaluation on his knowledge of each NEO’s performance and the individual’s self-assessment. Starting in fiscal 2022, this evaluation also includes a review of the NEOs’ collective progress on ESG matters, which is presented to the Compensation Committee and informs the CEO’s recommendations for any upward or downward adjustments to compensation and the actual payout amount of the short-term cash incentive. For fiscal 2023, ten percent of each executive’s target bonus was subject to performance on predetermined, measurable ESG goals related to human capital and environmental stewardship. This performance is evaluated year-over-year using a scorecard approach. NEOs, including our CEO, do not propose or seek approval of their own compensation or participate in the discussion of their performance with the Compensation Committee. After considering the CEO’s recommendations and a variety of other factors outlined below, the Compensation Committee has final authority to implement any changes to the compensation of each NEO.

The CEO’s annual performance review is conducted by the Compensation Committee, which is composed of independent directors only. This evaluation takes several factors into account, including the criteria listed above as well as overall actual Company performance relative to Company performance goals for the fiscal year. The Compensation Committee also considers the CEO’s individual contributions to Company performance, including his leadership and stewardship in achieving the Company’s actual performance. They then consider these evaluations in conjunction with any input they receive from other directors in order to arrive at an overall evaluation of the CEO’s performance. The Compensation Committee also considers whether any changes to the CEO’s compensation are warranted and presents any such changes to the Board.

During fiscal 2023, Semler Brossy Consulting Group (“Semler” or the “Compensation Consultant”) provided executive and director compensation consulting services to the Compensation Committee.

The Compensation Committee’s independent Compensation Consultant reports directly to and is accountable to the Compensation Committee. The Compensation Consultant was engaged to provide advice, information, and recommendations relating to the compensation of our executive officers and directors, including base salary, cash incentive and equity incentive levels, and program structures and other retention incentives, and assessed how this compensation compares to compensation for executive officers and directors of members of our peer group and comparably sized technology companies. In addition, the Compensation Consultant assisted the Compensation Committee with the development of a peer group and the design and refinement of our compensation philosophy. The Compensation Consultant also advised the Compensation Committee regarding compensation disclosures, share ownership guidelines, clawback provisions, shareholder proposals, and trends and best practices in executive and director pay.

In the course of its work, the Compensation Consultant interacts with management to understand existing Company programs and policies, collects current pay program data, reviews competitive compensation data, obtains feedback on industry trends and best practices, and provides input on the CD&A disclosure in our proxies. Semler does not provide and has not been retained to provide any services to us outside of the work assigned by the Compensation Committee. The Compensation Committee has assessed the independence of the

Compensation Consultant pursuant to the Nasdaq listing standards and concluded that the Compensation Consultant’s work for the Compensation Committee did not raise any conflict of interest.

In determining actual pay, the Compensation Committee considers compensation levels at peer group and other comparably sized companies. However, it is only one factor among five, including:

Each year, the Compensation Committee works with the Compensation Consultant to develop and/or evaluate a peer group intended to represent companies with technology product manufacturing operations and a financial profile similar to ours. After consulting with its independent Compensation Consultant, the Compensation Committee updated the peer group used for purposes of compiling compensation benchmarking data for our fiscal 2023 executive compensation programs in order to better align our peer group with the size and structure of our evolving business. Given the more diversified nature of our business and the Company’s revenue growth in fiscal 2022, the Compensation Committee sought to include companies with similar growth profiles and business characteristics to SGH (e.g., business-to-business products and services, semiconductor and semiconductor equipment, LED/LCD products, high-level computing, and internet-of-things companies) against which our business can be appropriately compared.

The peer group for fiscal 2023 was selected based on the following criteria:

The following eighteen companies represent the revised executive compensation peer group used for NEO pay competitiveness assessments in fiscal 2023:

The fiscal 2023 compensation of our executive officers, including the NEOs, comprised the following elements:

The Compensation Committee reviews the base salaries of our executives, including the NEOs, as part of its annual review of our executive compensation program. As noted above, the base salaries of individual NEOs are determined based on (a) company and individual performance, (b) scope of the relevant role, (c) experience, (d) qualifications, and (e) competitive compensation data from our peer group and other comparably sized companies. In September 2022, our Compensation Committee approved an increase to Mr. Clark’s fiscal 2023 base salary in connection with his promotion to Senior Vice President and President, LED Solutions, and approved increases to the fiscal 2023 base salaries for Mr. Pacheco and Mr. Pellegrino at the recommendation of our Compensation Consultant to more closely align the base salaries with market levels for their positions.

The table below sets forth the fiscal 2022 and fiscal 2023 annual base salary levels for each of our NEOs:

The Compensation Committee approved fiscal 2023 financial performance targets early in the year, including ambitious goals that were designed to be challenging but attainable, with achievement over 100% as a stretch goal. For example, the fiscal 2023 net sales performance target for SGH was $2.01 billion (13% above our fiscal 2022 net sales performance target), and the fiscal 2023 non-GAAP operating income performance target for SGH was $268.9 million (42% above our fiscal 2022 non-GAAP operating income performance target).

Performance Period. For fiscal 2023, performance under our short-term cash incentive program was measured over an annual period to promote executive focus on long-term results and to encourage executive retention. Bonus payouts are prorated based on the number of days employed during a particular bonus period.

Performance Factors. For fiscal 2023, each NEO’s actual bonus was determined by multiplying their target bonus amount by a Financial Performance Factor (weighted 75%) and an Individual Performance Factor (weighted 25%).

Financial Performance Factor. Financial performance targets for each performance period are set forth for SGH as a whole and for each of the three individual Business Units (Memory Solutions, LED Solutions, and IPS) in our Board-approved annual operating plan (“AOP”). The AOP is approved by the Board before the beginning of each fiscal year or as soon as is practicable thereafter.

The financial performance of SGH (the “SGH Performance Factor”) was calculated based on achievement of non-GAAP operating income targets (weighted 75%) and net sales targets (weighted 25%). The individual financial performance of the Memory Solutions, LED Solutions,

and IPS Business Units (the “BU Performance Factor”) was calculated based on achievement of non-GAAP operating income targets for the applicable Business Unit (weighted 75%) and net sales targets for the applicable Business Unit (weighted 25%).

For Messrs. Adams and Rizvi, the Financial Performance Factor was based 100% on the SGH Performance Factor. For Messrs. Pacheco, Clark, and Pellegrino, the Financial Performance Factor was based on both the SGH Performance Factor (weighted 10%) and the respective BU Performance Factor (weighted 90%).

Financial Performance Factor Accelerator/Decelerator. In order to incentivize over-achievement and long-term positive performance, the Compensation Committee adopted an accelerator/decelerator mechanism that was applied to the Financial Performance Factor calculation. At 100% attainment, the Financial Performance Factor would remain unchanged. For every percentage point over 100% attainment, however, the Financial Performance Factor would be increased according to the graph below, up to a maximum of 200%. Conversely, for every percentage point below 100% attainment, the Financial Performance Factor would be decreased according to the graph below, with the Financial Performance Factor reduced to 0% at below 70% attainment.

 

The performance targets were designed to be challenging but achievable based on economic and market conditions at the time when the fiscal 2023 AOP was approved. Payouts at the maximum levels, however, were intended to be stretch goals.

Individual Performance Factor. The Compensation Committee determined each NEO’s Individual Performance Factor based on two areas of achievement, executive leadership (weighted 60%) and human capital and environmental stewardship (weighted 40%). For executive leadership, the CEO evaluated each NEO’s individual performance, taking into account accomplishments, areas of strength, and opportunities for development as considered against executive leadership goals established early in the fiscal year. The CEO based this evaluation on his knowledge of each NEO’s performance and the individual’s self-assessment. The Board and the Compensation Committee assessed the individual performance of the CEO. For evaluation of human capital and environmental stewardship, the CEO evaluated the NEOs’ progress on qualitative and quantitative ESG goals, such as progress toward achieving a total of net zero Scope 1 and Scope 2 carbon emissions across all lines of business by 2030. The Committee also noted the NEOs’ participation in the ESG steering committee, the release of our ESG Report, the establishment of Company-wide ESG goals, a sustained focus on reduced water consumption, and maintenance of our ISO certifications. The Individual Performance Factor may not exceed 125%.

These evaluations were shared with the Compensation Committee and informed the CEO’s recommendations for any upward or downward adjustments to compensation and the actual payout amount of the short-term cash incentive. The Individual Performance Factor is expressed as a percentage, and for fiscal 2023, the Individual Performance Factor was determined to be 80% for each of the NEOs. After considering each NEO’s individual performance, the Company’s overall performance, and each Business Unit’s performance, the CEO recommended and the Compensation Committee approved an Individual Performance Factor of 80% for all of the NEOs to recognize executive performance for the fiscal year and to align bonus payouts with the broader employee population.

 

 

Calculation of Fiscal 2023 SGH Performance Factor. The maximum and target SGH financial performance goals used in calculating the fiscal 2023 SGH Performance Factor, as well as the actual amounts achieved, are set forth below. The following goals and achievement amounts were measured on a consolidated group basis, including SMART Brazil operations and excluding Stratus operations in fiscal 2023, per the terms of the cash incentive program.

During fiscal 2023, we achieved $134.8 million in non-GAAP operating income, representing 50.1% of the $268.9 million target, and $1.45 billion in net sales, representing 72.4% of the $2.01 billion target. Weighting non-GAAP operating income achievement at 75% and net sales achievement at 25% yielded an SGH Performance Factor of 55.7%. After application of the decelerator, the Financial Performance Factor for Messrs. Adams and Rizvi for fiscal 2023 decreased to 0%.

Calculation of Fiscal 2023 BU Performance Factors. For each of the Business Units, the maximum and target Business Unit financial performance goals used in calculating the fiscal 2023 BU Performance Factors, as well as the actual amounts achieved, are set forth below:

Memory Solutions BU Performance Factor for Fiscal 2023

During fiscal 2023, Memory Solutions achieved $51.0 million in non-GAAP operating income, representing 38.5% of the $132.2 million target, and $628.6 million in net sales, representing 62.2% of the $1,010.7 million target. The foregoing amounts were measured inclusive of the Memory Solutions SMART Brazil operations in fiscal 2023, per the terms of the cash incentive program. Weighting BU non-GAAP operating income achievement at 75% and BU net sales achievement at 25% yielded a Memory Solutions BU Performance Factor of 44.5%.

Weighting the Memory Solutions BU Performance Factor at 90% and the SGH Performance Factor at 10% yielded a combined Financial Performance Factor of 45.6%, which decreased to 0% after application of the decelerator.

LED Solutions BU Performance Factor for Fiscal 2023

During fiscal 2023, LED Solutions had a $3.5 million non-GAAP operating loss, representing negative 6.2% of the $56.1 million target, and $248.3 million in net sales, representing 61.8% of the $402.0 million target. Weighting BU non-GAAP operating income achievement at 75% and BU net sales achievement at 25% yielded an LED Solutions BU Performance Factor of 10.8%.

Weighting the LED Solutions BU Performance Factor at 90% and the SGH Performance Factor at 10% yielded a combined Financial Performance Factor of 0%, which remained at 0% after application of the decelerator.

IPS BU Performance Factor for Fiscal 2023

During fiscal 2023, IPS achieved $87.4 million in non-GAAP operating income, representing 108.4% of the $80.6 million target, and $577.0 million in net sales, representing 97.0% of the $594.9 million target. Weighting BU non-GAAP operating income achievement at 75% and BU net sales achievement at 25% yielded an IPS BU Performance Factor of 105.6%.

Weighting the IPS BU Performance Factor at 90% and the SGH Performance Factor at 10% yielded a combined Financial Performance Factor of 100.6%, which increased to 100.9% after application of the accelerator.

Fiscal 2023 Target and Payout Amounts for NEOs Other Than David Laurello. The table below sets forth the fiscal 2023 cash incentive targets and payouts to each of our participating NEOs other than Mr. Laurello based upon fiscal 2023 performance.

For fiscal 2023, out of an aggregate total annual short-term cash incentive target amount of $2,195,000 at 100% achievement for these NEOs, the Company paid an aggregate total of $687,652, demonstrating the Company’s pay-for-performance compensation philosophy.

Mr. Laurello joined the Company group when the Company acquired Stratus in August 2022 and participated in the historical Stratus annual bonus program for Stratus’ fiscal year ending in February 2023. Under the Stratus bonus program, Mr. Laurello was eligible to earn a target bonus equal to 100% of his annual base salary based on Stratus’ achievement of performance targets related to total revenue (weighted 20%), adjusted EBITDA (weighted 65%), and product bookings (weighted 15%). In March 2023, the Company determined that Stratus had achieved 105.9% of

the total revenue target, 121.7% of the adjusted EBITDA target, and 123.4% of the product bookings target, which, after the application of accelerators, resulted in total achievement of 149.5% of target, and a payout to Mr. Laurello in the amount of $846,917.

Mr. Laurello was also eligible to receive a performance bonus under the Stratus bonus plan for the second half of fiscal 2023 (covering the period from March 2023 through the end of fiscal 2023) with a target half-year bonus equal to 50% of his annual base salary of $566,500 (i.e., a target bonus of $283,250 for half of a fiscal year). Mr. Laurello’s fiscal 2023 annual base salary and target bonus reflect his base salary and target bonus at the time of the Stratus acquisition, and there was no increase to Mr. Laurello’s base salary or target bonus in connection with the Stratus acquisition or upon his promotion to President, Intelligent Platform Solutions. The Stratus bonus plan for the second half of fiscal 2023 generally followed the design of the SGH annual cash incentive program for fiscal 2023 (including with respect to accelerators and decelerators), except that 100% of the performance goals related to Stratus’ performance.

Following the second half of fiscal 2023, the Compensation Committee evaluated the performance of Stratus based on actual performance versus the target performance goals relating to Stratus’ non-GAAP operating income, weighted 75%, and Stratus’ total revenue, weighted 25%. Based on such evaluation, the Compensation Committee determined that Stratus had achieved 153.3% of the Stratus non-GAAP operating income target and 102.1% of the Stratus total revenue target. Weighting Stratus’ non-GAAP operating income achievement at 75% and Stratus’ total revenue achievement at 25% yielded a Stratus financial performance factor of 140.5%, which increased to 181.1% after application of the accelerator, resulting in a second half of fiscal 2023 cash incentive payout to Mr. Laurello in the amount of $512,966. Pursuant to the terms of Mr. Laurello’s amended and restated employment offer letter, the minimum bonus payable to Mr. Laurello for the second half of fiscal 2023 was set at $283,250; however, the bonus actually earned by Mr. Laurello based on performance against pre-established performance goals under the Stratus bonus plan exceeded this minimum amount.

Commencing in fiscal 2024, Mr. Laurello is eligible to participate in the SGH annual cash incentive program, and will no longer participate in the Stratus annual bonus plan.

We believe that equity awards are long-term incentives that support retention of executives by rewarding them for improving SGH performance and creating shareholder value. In determining individual equity awards, the Compensation Committee consults with the Compensation Consultant and, with their guidance, considers five key factors:

As part of its annual review of our long-term incentive program, the Compensation Committee decided to grant fiscal 2023 equity awards for each then-serving NEO in the form of

(i) 50% time-based RSUs, with a longer four-year vesting period in order to enhance the retention component of our executive compensation program, and (ii) 50% PSUs tied to a three-year performance period in order to further align our executive compensation program with market practices and shareholder interests.

PSU Vesting Condition. All NEOs’ PSUs are earned, if at all, based on the Company’s total shareholder return (“TSR”) relative to the performance of the median company in the Russell 2000 Index, as identified on the date of grant, following the end of a given three-year performance period, subject to the executive’s continued employment through the date of the Compensation Committee’s certification of our performance. Upon a change in control (as defined in the Plan) that (i) occurs within twelve months of the grant date, the performance goals applicable to the PSUs are deemed satisfied at the target performance level and the PSUs vest as of the date of such change in control under the Plan and are earned in an amount consistent with the target performance level, or (ii) occurs more than twelve months following the grant date, the PSUs vest as of the date of the change in control under the Plan based on actual performance through the date of such change in control under the Plan and are earned in an amount consistent with the executives’ actual performance.

For fiscal 2023 PSU awards, TSR is measured as the percentage change in the 30-trading-day rolling average closing price of a share as measured on the first and last day of the three-year period beginning on August 27, 2022.

In fiscal 2023, our NEOs were granted the following equity awards as part of the annual executive compensation program:

Mr. Laurello received a grant of 103,600 RSUs in connection with the acquisition of Stratus on August 29, 2022, which grant vested as to 25% on October 20, 2023 and will continue to vest as to the remainder in equal quarterly installments over the following three years, subject to his continued service through each applicable vesting date. Therefore, he was not eligible for the annual equity awards made to our other NEOs.

Fifty percent of the performance-based restricted share awards granted to Mr. Adams on August 31, 2020 (the “PRSAs”) were subject to the 150% PRSA Vesting Condition (defined below) and vest in four equal tranches of 25% on October 20, 2021 and each of the first three annual anniversaries thereof if the Fair Market Value (as defined in the Plan) of a share of the Company equals or exceeds 150% of the Fair Market Value of a share of the Company on the grant date for at least 60 consecutive trading days at any time during the one-year period immediately preceding the applicable vesting date or any subsequent annual vesting date (the “150% PRSA Vesting Condition”), subject to Mr. Adams' continued service as CEO through each applicable vesting date. The Compensation Committee certified the satisfaction of the 150% PRSA Vesting Condition for the first tranche, second tranche, and third tranche on September 27, 2021, October 12, 2022, and September 25, 2023, respectively.

The remaining fifty percent of the PRSAs granted to Mr. Adams were subject to the 200% PRSA Vesting Condition (defined below) and also vest in four equal tranches of 25% on October 20, 2021 and each of the first three annual anniversaries thereof if the Fair Market Value (as defined in the Plan) of a share of the Company equals or exceeds 200% of the Fair Market Value of a share of the Company on the grant date for at least 60 consecutive trading days at any time during the one-year period immediately preceding the applicable vesting date or any subsequent annual vesting date (the “200% PRSA Vesting Condition”), subject to Mr. Adams' continued service as CEO through each applicable vesting date. The Compensation Committee certified the satisfaction of the 200% PRSA Vesting Condition for the first tranche and second tranche on October 12, 2022.

We generally execute an offer of employment before an executive joins our Company. This offer describes the basic terms of the executive’s employment, including their initial base salary, target cash incentives, equity compensation opportunities, and severance benefits. The terms of the offer letter are set after considering compensation levels paid to similarly situated SGH executive officers, competitive market data on external practices at peer companies, input from the Compensation Committee’s independent Compensation Consultant, and the amount of compensation deemed necessary to induce the executive to join us. The offer letters also provide for severance and other benefits in the event of certain qualifying terminations of employment and in connection with a Company change in control (as defined in the executive offer letters). The Compensation Committee believes that these severance benefits help secure the continued employment and dedication of our NEOs and are important as a recruitment and retention device, particularly given that many of the companies with which we compete for executive talent have similar agreements in place for their senior management. For additional information about these arrangements with each of the NEOs, refer to “Employment and Severance Agreements; Potential Payments upon Termination or Change in Control” below.

Laurello Offer Letter. Effective June 27, 2023, we entered into an amended and restated employment offer letter with Mr. Laurello for his service as President, Intelligent Platform Solutions. Pursuant to the offer letter, Mr. Laurello is eligible to receive:

Pellegrino Transition Arrangement. Effective June 27, 2023, Mr. Pellegrino ceased to serve as Senior Vice President of SGH and President of Intelligent Platform Solutions. On July 18, 2023, Mr. Pellegrino’s employment terminated (the “Transition Date”), and he entered into a Transition and Separation Agreement (the “Transition Agreement”) pursuant to which he agreed to provide consulting services to the Company through January 31, 2024. Pursuant to the Transition Agreement, Mr. Pellegrino’s time-based equity awards that remained unvested as of the Transition Date will continue to vest in accordance with their terms for the duration of the consulting period, subject to his continued service as a consultant through such period. The consulting services can be terminated before January 31, 2024 by Mr. Pellegrino or the Company for any reason upon 30 days’ notice. In accordance with his employment offer letter and in exchange for providing a release of claims, under the Transition Agreement Mr. Pellegrino also received (i) an aggregate amount equal to 75% of his fiscal 2023 base salary, (ii) his fiscal 2023 annual bonus prorated for the portion of fiscal 2023 for which he provided services as an employee (i.e., through the Transition Date), with the amount based on the Compensation Committee’s determination of performance during fiscal 2023 according to the same methodology used in determining bonus amounts awarded to the other NEOs, and (iii) payment or reimbursement of the cost of health benefit continuation coverage under COBRA during the period starting on the Transition Date and ending on the earlier of (x) nine months following the first full month after the month in which the Transition Date falls or (y) the date Mr. Pellegrino becomes eligible for health benefits with another employer. For additional information on the transition arrangement with Mr. Pellegrino, refer to “Employment and Severance Agreements; Potential Payments upon Termination or Change in Control” below.

Executive officers are eligible to participate in all of our employee benefit plans, including medical, dental, vision, group life, disability, and accidental death and dismemberment insurance, and our 401(k) plan on substantially the same basis as other employees. Our 401(k) plan permits us to make matching contributions to eligible participants. In fiscal 2023, we continued our recent practice of matching 100% of participant contributions up to 3% of eligible compensation, and 50% of participant contributions of the next 2% of eligible compensation, in each case subject to applicable Internal Revenue Service limits. Our NEOs are also eligible to participate in our 2018

Employee Share Purchase Plan (the “ESPP”). In addition, we provide limited additional benefits for our NEOs that include enhanced life insurance coverage, enhanced disability insurance coverage, annual physical exams, and reimbursement for financial counseling services.

The Compensation Committee believes that, in order to more closely align the interests of executives with the interests of our other shareholders, all executives should maintain a minimum level of equity interests in our ordinary shares. The Compensation Committee has adopted share ownership guidelines requiring ownership of six times annual base salary for our President and CEO, three times annual director fees for our directors, and one times annual base salary for our other executive officers. Covered individuals are required to be in compliance with the policy by the later of: (i) March 31, 2024 or (ii) the date that is five years after such individual first became subject to the ownership guidelines. Until this requirement is met, an executive officer must retain 20% of after-tax shares acquired upon the exercise of share options and vesting of other equity awards. As of the Record Date, all of our then-serving NEOs and our directors were in compliance with our share ownership guidelines or were in the five-year transition period.

Eligible equity under our share ownership guidelines generally includes shares beneficially owned by the executive, the after-tax value of unvested time-based restricted shares and time-based RSUs, and the after-tax value of performance-based restricted shares and performance-based RSUs, but solely to the extent that the underlying performance condition has been achieved. The following shares do not count toward achievement of the share ownership guidelines: unexercised share options and unvested share options, unearned performance-based restricted shares, and unearned performance-based RSUs.

We maintain a clawback policy that allows our Board to seek recovery of certain excess incentive compensation paid to our executive officers, including our NEOs, in the event of a restatement of our financials or in the event that an NEO’s misconduct caused, or could cause, financial or reputational harm to us, in each case to the extent such recovery is permitted by applicable law. We also adopted a supplemental clawback policy effective as of October 2, 2023 that is compliant with Rule 10D-1 under the Exchange Act and Nasdaq listing standards. The supplemental clawback policy generally provides that if the Company is required to prepare an accounting restatement (including a restatement to correct an error that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period), the Company must recover from its current and former executive officers any incentive-based compensation that was erroneously received on or after October 2, 2023 and during the three years preceding the date that the Company is required to prepare such accounting restatement. The amount required to be recovered under the supplemental clawback policy is the excess of the amount of incentive-based compensation received over the amount that otherwise would have been received based on the restated financial measure.

Under our Insider Trading and Confidentiality Policy, all of our executive officers and directors are prohibited from engaging in short sales, transactions in put or call options, hedging transactions, or other inherently speculative transactions in SGH shares and from pledging SGH shares in any circumstance, including by purchasing SGH shares on margin or holding SGH shares in a margin account.

The material in this report is not deemed “soliciting material,” is not deemed “filed” with the SEC, is not subject to Regulation 14A or 14C or to the liabilities of Section 18 of the Exchange Act, and is not to be incorporated by reference into any filing of SGH under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this Proxy Statement. Based upon this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

Randy Furr, Chair

Bryan Ingram

Mark Papermaster

Mary Puma

The following table provides information regarding the compensation earned by our NEOs for fiscal 2023 and, to the extent required under the SEC executive compensation disclosure rules, fiscal 2022 and fiscal 2021.