Monolithic Power : Nominating and Corporate Governance Committee Charter

CHARTER FOR THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

OF THE BOARD OF DIRECTORS

OF

MONOLITHIC POWER SYSTEMS, INC.

(As amended on February 6, 2024)

1. PURPOSE

The purpose of the Nominating and Corporate Governance Committee (the "Committee") of the Board of Directors of Monolithic Power Systems, Inc. (the "Company") shall be to:

• Review the composition and evaluate the performance of the Board of Directors, recommend director nominees for the selection of the Board of Directors, and evaluate director compensation;
• Review the composition of committees of the Board of Directors and recommend persons to be members of such committees; and
• Recommend to the Board of Directors whether to accept or reject a tendered director resignation, or take other action, in circumstances where a director receives a greater number of "withhold" votes than "for" votes in an uncontested election of directors as set forth in the Director Voting
  Policy adopted by the Board of Directors.

In addition, the Committee will undertake those specific duties and responsibilities listed below and such other duties as the Board of Directors may from time to time prescribe.

2. MEMBERSHIP AND ORGANIZATION

Composition. The Committee shall consist of such number of members of the Board of Directors as is determined by the Board of Directors from time to time. All members of the Committee shall be appointed, and replaced by the Board of Directors. The Board may designate one member of the Committee as chair. The Committee members shall be independent of the Company and its affiliates, shall have no relationship to the Company or its affiliates that may interfere with the exercise of their independence, and shall otherwise meet the independence requirements of the Nasdaq Stock Market Marketplace Rules. The Committee may form and delegate authority to subcommittees when appropriate. Any such subcommittee shall consist solely of Committee members.

Meetings. It is anticipated that the Committee will meet at least twice a year. The Committee may establish its own meeting schedule. Special meetings may be convened as required. The Committee may invite to its meetings other Directors, Company management and such other persons as the Committee deems appropriate in order to carry out its responsibilities. In performing its duties, the Committee shall have the authority to obtain advice, reports or opinions from internal or external

NAI- 1503627792v2

legal counsel and expert advisors, including any search firm to be used to identify candidates for the Board of Directors.

The Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board of Directors. The Committee shall make regular reports to the Board of Directors on the actions and recommendations of the Committee.

Compensation. Members of the Committee shall receive such fees, if any, for their service as Committee members as may be determined by the Board of Directors.

3. RESPONSIBILITIES AND DUTIES

The responsibilities and duties of the Committee shall include:

Corporate Governance Generally

• Develop principles of corporate governance and recommend them to the Board of Directors for its consideration and approval;
• Periodically review this Charter and the Committee's processes and procedures;
• Review periodically the succession planning for the Chief Executive Officer and other executive officers, including circumstances under which they might be suddenly unavailable to perform their duties, report its findings and recommendations to the Board of Directors, and work with the Board of Directors in evaluating potential successors to these executive management positions;
• Establish and oversee a process by which the Committee or the Board of Directors is informed about, and oversees, the Company's management of business risk;

• Oversee compliance by the Board of Directors regulations, including the rules and regulations Commission and the Nasdaq Stock Market; and

and its committees with applicable laws and promulgated by the Securities and Exchange

• Review periodically and discuss with management the Company's practices, policies and strategies with respect to environmental sustainability, social initiatives and corporate governance.
• Review periodically the Company's cybersecurity program, including policies, practices, internal controls and management of information security risks.

Composition of the Board of Directors, Evaluation and Nominating Activities

• Review the composition and size of the Board of Directors;
• Conduct an annual evaluation of the Board of Directors as a whole;
• Identify, consider and recommend for the selection of the Board of Directors, candidates to fill new positions or vacancies on the Board of Directors, including evaluating prospective candidates with a diverse background and perspectives, including diversity with respect to race, gender, geography, and areas of expertise. The Committee shall include women and minority candidates

NAI- 1503627792v3

2

in the pool from which the Committee selects prospective candidates. In addition, the Committee will evaluate prospective candidates based on (1) the following minimum criteria:

1. 1. whether the prospective candidate has a reputation for integrity, strong moral character and adherence to high ethical standards;
   2. whether the prospective candidate holds or has held a generally recognized position of leadership in the community and/or a chosen field of endeavor, and has demonstrated high levels of accomplishment;
   3. whether the prospective candidate demonstrated business acumen and experience, and ability to exercise sound business judgment and common sense in matters that relate to the current and long-term objectives of the Company;
   4. whether the prospective candidate has the ability to read and understand basic financial statements and other financial information pertaining to the Company;
   5. whether the prospective candidate is committed to understanding the Company and its business, industry and strategic objectives;
   6. whether the prospective candidate is committed and has the ability to regularly attend and participate in meetings of the Board of Directors, committees and stockholders, the number of other company boards on which the prospective candidate serves and ability to generally fulfill all responsibilities as a director of the Company;
   7. whether the prospective candidate is willing to represent and act in the interests of all stockholders of the Company rather than the interests of a particular group;
   8. whether the prospective candidate is in good health, and is able to serve;
   9. for prospective non-employee directors, whether the prospective candidate is independent under applicable Securities and Exchange Commission ("SEC") and stock exchange rules, and whether there are any conflicts of interest (whether due to a business or personal relationship) or legal impediments to, or restrictions on, the prospective candidate serving as a director;
   10. whether the prospective candidate is willing to accept the nomination to serve as a director of the Company; and
2. such other factors as the Committee determines appropriate, including:
3. 1. whether the prospective candidate will foster a diversity of genders, backgrounds, skills, perspectives and experiences;
   2. for potential audit committee members, whether the prospective candidate possesses the requisite education, training and experience to qualify as "financially literate" under applicable stock exchange rules or as an audit committee "financial expert" under applicable SEC rules;
   3. for potential compensation committee members, whether the prospective candidate

NAI-1503627792v3

3

would be considered a non-employee director under applicable Securities Exchange Act rules;

• 1. for incumbent directors standing for re-election, the incumbent director's performance during his or her term, including the number of meetings attended, level of participation, overall contribution to the Board of Directors, its committees and the Company, number of other company boards on which the director serves, and any changed circumstances affecting the individual director that may bear on his or her ability to continue to serve on the Board of Directors; and
  2. the composition of the Board of Directors and whether the prospective candidate will add to or complement the Board of Directors' existing strengths;
• Review the minimum criteria for membership on the Board of Directors as set forth above;
• Review any prospective candidates recommended by stockholders in compliance with the
  Company's Bylaws and its policies and procedures for consideration of prospective candidates;
• Retain any search firm, as needed, to be used to identify candidates and approve the search firm's fees and other retention terms;
• Evaluate the performance of individual members of the Board of Directors eligible for re- election, and recommend for the selection of the Board of Directors, the director nominees by class for election to the Board of Directors by the stockholders at the annual meeting of stockholders;
• Evaluate director compensation, consulting with outside consultants and/or with the Human Resources department when appropriate, and make recommendations to the Board of Directors regarding director compensation;
• Review the disclosure included in the Company's proxy statement regarding the Company's policies and procedures for the Committee's consideration of Board candidates; and
• Make recommendations for the continuing education of Board members.

Committees of the Board of Directors

• Periodically review the composition of each committee of the Board of Directors and make recommendations to the Board of Directors for the creation of additional committees or the change in mandate or dissolution of committees; and
• Recommend to the Board of Directors persons to be members of the various committees.

NAI-1503627792v3

4