DEF 14A of On Semiconductor Corp, Apr 3, 2025

DEF 14A of On Semiconductor Corp

Filed Apr 3, 2025 · FY20240001097864-25-000008

Open on EDGAR

  1. Director Nominees Overview

    Director Nominees Overview

  2. Director Nominees Overview

    | | | | | | Committee Memberships | | | | Name and Principal Occupation | | Age | Director Since | Independent | Audit Committee | Governance and Sustainability Committee | Human Capital and Compensation Committee | | | Alan Campbell Chairman of the Board Former Chief Financial Officer of Freescale Semiconductor, Inc. | 67 | 2015 | ü | l | l | | | | Susan K. Carter Former Senior Vice President and Chief Financial Officer of Ingersoll Rand plc (now Trane Technologies plc) | 66 | 2020 | ü | µ | l | | | | Thomas L. Deitrich President and Chief Executive Officer of Itron, Inc. | 58 | 2020 | ü | | l | l | | | Hassane El-Khoury President and Chief Executive Officer | 45 | 2020 | | | | | | | Bruce E. Kiddoo Former Chief Financial Officer of Maxim Integrated Products, Inc. | 64 | 2020 | ü | l | | | | | Paul A. Mascarenas Former Chief Technical Officer of Ford Motor Company | 63 | 2014 | ü | | µ | l | | | Gregory L. Waters Former President and Chief Executive Officer of Integrated Device Technology, Inc. | 64 | 2020 | ü | | | l | | | Christine Y. Yan Former President of Asia, Stanley Black & Decker, Inc. | 59 | 2018 | ü | | | µ |

  3. Director Nominees Overview

    l Member µ Committee Chair

  4. Director Nominees Overview

    | PROPOSAL NO. 2: | | Our Board recommends a vote FOR say-on-pay. | | Advisory Vote to Approve the Compensation of Our Named Executive Officers (Say-on-Pay) | ü | | | (page 24) | | |

  5. Director Nominees Overview

    Our Board recommends that stockholders vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement.

  6. Director Nominees Overview

    | PROPOSAL NO. 3: | | Our Board recommends a vote FOR ratification of PwC as our auditor for 2025. | | Ratification of Selection of Independent Registered Public Accounting Firm | ü | | | (page 51) | | |

  7. Director Nominees Overview

    The Audit Committee appointed PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for 2025. The Audit Committee and the Board believe that the continued retention of PwC as our independent registered public accounting firm is in the best interests of onsemi and our stockholders.

  8. THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  9. Proposal No. 1: Election of Directors

    Proposal No. 1: Election of Directors Our Board recommends a vote “FOR” each of the eight director nominees named below. Our directors are elected annually as provided in our bylaws. Once elected, directors hold office until their terms expire at the next annual meeting of stockholders and their successors are elected (or, if earlier, upon the director’s death, resignation or removal). The Board regularly assesses its size and composition and the skill sets of each director to ensure an appropriate diversity of perspectives, viewpoints, backgrounds and skills in light of our current and future business objectives and the evolving nature of our product offerings and technology in the highly competitive semiconductor industry. As of the record date, our Board had nine directors, each of whom was elected at our 2024 annual meeting of stockholders. Considering the Company’s recently-announced restructuring and cost-cutting efforts, and upon the recommendation of its GS Committee, our Board has decided to decrease the number of Board seats from nine to eight effective as of the annual meeting, renominating eight of our current directors — Messrs. Campbell, Deitrich, El-Khoury, Kiddoo, Mascarenas and Waters, Ms. Carter and Ms. Yan — for election to a new term. lf elected, each of these eight nominees will serve a term beginning at the annual meeting and expiring at our 2026 annual meeting of stockholders and until the election of his or her successor. Each nominee has consented to being named as a nominee in this proxy statement and to serve as a director if elected. The designated proxies intend to vote your proxy for the election of each such nominee, unless otherwise directed. If, contrary to our expectations, any nominee is unable to serve or for good cause will not serve, your proxy will be voted for a substitute nominee designated by the Board, or the Board may choose to reduce its size.

  10. Our Director Nominees

    Our Director Nominees

  11. Information about our Director Nominees

    Information about our Director Nominees Set forth below is biographical information about each director nominee, which is intended to highlight each nominee’s particular strengths. An individual director nominee may have other skills, experiences and personal attributes not highlighted. Our Board believes that it is important that the following qualifications, attributes, skills and experience are represented on our Board because of their particular relevance to our business. In addition to the specific qualifications described below, we believe that each director nominee has the business acumen and sound judgment required for the proper functioning of our Board and the integrity, honesty and adherence to high ethical standards necessary to set the “tone at the top.” Most of our directors also have significant experience on other public company boards, which we believe broadens their knowledge of board processes, issues and solutions.

  12. Information about our Director Nominees

    | Key to Relevant Skills and Qualifications | Semiconductor /Technology | | Public Company Management | | International | | | | Manufacturing | | Finance | | Compliance | | | | Enterprise Risk Management (ERM) | | Mergers and Acquisitions | | Government Relations | | | | Environmental, Social and Governance (ESG) | | Sustainability/Climate | | Information Security | | | | | | Marketing | | | |

  13. Information about our Director Nominees

    | ALAN CAMPBELL | | | | | | | | | | | Age 67 Director since 2015 Chair of Board since 2017 | Career Highlights | | | | | | | | | | | ■ Freescale Semiconductor, Inc. (acquired by NXP Semiconductors N.V.), 2004 – 2014 — Chief Financial Officer Other Board Experience ■ Dialog Semiconductor Plc (acquired by Renesas Electronics Corporation), 2015 – 2021 | | | | | | | | | | | Relevant Skills and Qualifications | | | | | | | | | | | | | | | | | | | | | | ■ Extensive experience in the semiconductor industry ■ Experience as chief financial officer of a publicly held semiconductor company ■ Significant management experience and relevant knowledge of financial statement preparation and regulatory compliance ■ Significant mergers and acquisitions and global experience | | | | | | | | |

  14. Information about our Director Nominees

    | SUSAN K. CARTER | | | | | | | | | | | | | | Age 66 Director since 2020 Other Public Company Boards: •Amcor plc •Stanley Black & Decker, Inc. | Career Highlights | | | | | | | | | | | | | | ■ Ingersoll Rand plc (now known as Trane Technologies plc), 2013 – 2020 — Senior Vice President and Chief Financial Officer ■ KBR, Inc., 2009 – 2013 — Executive Vice President and Chief Financial Officer ■ Lennox International, Inc., 2004 – 2009 — Executive Vice President and Chief Financial Officer Other Board Experience ■ Pursuit Aerospace ■ Air Products and Chemicals, Inc., 2011 – 2021 | | | | | | | | | | | | | | Relevant Skills and Qualifications | | | | | | | | | | | | | | | | | | | | | | | | | | | | ■ Experience as chief financial officer of a publicly held industrial company ■ Significant management experience and relevant knowledge of financial statement preparation and regulatory compliance ■ Significant experience in manufacturing, automotive, aerospace, defense and engineering and construction industries ■ Extensive experience in accounting and financial reporting, international business, mergers and acquisitions, investor relations, information technology, finance and capital management, government relations and ESG matters | | | | | | | | | | | | | THOMAS L. DEITRICH | | | | | | | | | | | | | | Age 58 Director since 2020 Other Public Company Boards: •Itron, Inc. | Career Highlights | | | | | | | | | | | | | | ■ Itron, Inc. (an energy and water resource management technology company), 2015 – Present — President, Chief Executive Officer and Director, 2019 – Present — Chief Operating Officer, 2015 – 2019 ■ Freescale Semiconductor, Inc. (acquired by NXP Semiconductors N.V.), 2006 – 2015 — Senior Vice President and General Manager Other Board Experience ■ National Electrical Manufacturers Association ■ Ferric, Inc., 2016 – 2020 | | | | | | | | | | | | | | Relevant Skills and Qualifications | | | | | | | | | | | | | | | | | | | | | | | | | | | | ■ Experience as chief executive officer of a publicly held technology company ■ Extensive experience in product management, research and development, supply chain management, business development and sales ■Significant management experience and relevant knowledge in semiconductor and industrial markets served ■Significant mergers and acquisitions and global experience | | | | | | | | | | | |

  15. Information about our Director Nominees

    | HASSANE EL-KHOURY | | | | | | | | | | | | | | | Age 45 Director since 2020 | Career Highlights | | | | | | | | | | | | | | | ■ ON Semiconductor Corporation, December 2020 – Present — President, Chief Executive Officer and Director ■ Cypress Semiconductor Corporation (acquired by Infineon Technologies AG), 2007 – 2020 — President, Chief Executive Officer and Director, 2016 – 2020 — Executive Vice President, Programmable Systems Division, 2012 – 2016 — Senior Director of Automotive Business Unit, 2010 – 2012 — Senior Business Development Manager, 2008 – 2010 — Staff Application Engineer, 2007 – 2008 Other Board Experience ■ Leia Inc. ■ Sakuú Corporation, 2020 – 2023 | | | | | | | | | | | | | | | Relevant Skills and Qualifications | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ■ Experience as chief executive officer of a publicly held semiconductor company ■ Extensive experience in the semiconductor and automotive industries ■Significant management and product development experience ■Significant mergers and acquisitions and global experience | | | | | | | | | | | | |

  16. Information about our Director Nominees

    | BRUCE E. KIDDOO | | | | | | | | | | | | Age 64 Director since 2020 Other Public Company Boards: •Western Digital Corporation | Career Highlights | | | | | | | | | | | | ■ Maxim Integrated Products, Inc., 2007 – 2019 — Chief Financial Officer ■ Broadcom Corporation, 1999 – 2007 — Vice President and Acting Chief Financial Officer, 2006 – 2007 — Vice President, Finance and Corporate Controller — Controller, Broadband Communications Other Board Experience ■ San Onofre Parks Foundation | | | | | | | | | | | | Relevant Skills and Qualifications | | | | | | | | | | | | | | | | | | | | | | | | ■ ■ Extensive experience in the semiconductor industry and with mergers and acquisitions ■ ■ Experience as chief financial officer of a publicly held semiconductor company ■ Significant management experience and relevant knowledge of financial statement preparation and regulatory compliance | | | | | | | | | |

  17. Information about our Director Nominees

    | PAUL A. MASCARENAS | | | | | | | | | | | | | Age 63 Director since 2014 Other Public Company Boards: •The Shyft Group •United States Steel Corporation | Career Highlights | | | | | | | | | | | | | ■ Ford Motor Company, 1982 – 2014 — Vice President of Research & Advanced Engineering and Chief Technical Officer, 2011 – 2014 — Vice President of Engineering, 2007 – 2011 — Vice President, North American Vehicle Programs, 2005 – 2007 — Various positions in product development, program management and business leadership, 1982 – 2005 Other Board Experience ■ BorgWarner, Inc., 2018 – 2022 ■ FISITA – The International Federation of Automotive Engineering Societies, 2012 – 2021 ■ British-American Business Council, Michigan Chapter, 2015 – 2021 ■ Society of Automotive Engineers International, 2018 – 2021 ■ Mentor Graphics, 2015 – 2017 | | | | | | | | | | | | | Relevant Skills and Qualifications | | | | | | | | | | | | | | | | | | | | | | | | | | ■ Extensive experience in technical strategy, planning and research and development ■ Leadership and strategic planning expertise in automotive industry ■ Significant corporate governance experience | | | | | | | | | | | | GREGORY L. WATERS | | | | | | | | | | | | | Age 64 Director since 2020 | Career Highlights | | | | | | | | | | | | | ■ MatrixSpace, Inc. (an artificial intelligence software company), 2019 – Present — Founder ■ Integrated Device Technology, Inc. (acquired by Renesas Electronics Corporation), 2014 – 2019 — President, Chief Executive Officer and Director ■ Skyworks Solutions, Inc., 2003 – 2012 — Executive Vice President Other Board Experience ■ Cyxtera Technologies, Inc. (acquired by Brookfield Infrastructure Partners L.P.), 2021 – 2024 ■ Mythic Inc., 2020 – 2023 ■ Sierra Wireless, Inc. (acquired by Semtech Corporation), 2020 – 2023 ■ Mellanox Technologies Ltd. (acquired by NVIDIA Corporation), 2018 – 2020 ■ Sand 9 Inc. (acquired by Analog Devices Inc.), 2011 – 2014 | | | | | | | | | | | | | Relevant Skills and Qualifications | | | | | | | | | | | | | | | | | | | | | | | | | | ■ Extensive experience with device technology companies ■ Experience as chief executive officer of a publicly held technology company ■ Significant management experience and relevant knowledge of financial statement preparation and regulatory compliance | | | | | | | | | | |

  18. Information about our Director Nominees

    | CHRISTINE Y. YAN | | | | | | | | | | | Career Highlights | | | | | | | | | | ■ Stanley Black & Decker, Inc., 1989 – 2018 — Vice President, Integration, January 2018 – November 2018 — President, Asia, 2014 – January 2018 — President, Stanley Storage and Workspace Systems, 2013 – 2014 — President, Americas, Stanley Engineered Fastening, 2008 – 2013 — President, Global Automotive, Stanley Engineered Fastening, 2006 – 2008 — Various roles in sales and marketing, engineering and research and development, 1989 – 2006 | | | | | | | | | | Relevant Skills and Qualifications | | | | | | | | | | | | | | | | | | | | ■ Extensive commercial, technology and operations management experience, including as member of senior management team of a Fortune 500 company ■ Deep experience running global businesses, especially emerging markets ■ Significant mergers and acquisitions experience ■ Extensive management experience in the automotive, industrial and consumer markets ■ Experience in corporate governance for both public and private companies | | | | | | | | | Age 59 | | | | | | | | | | Director since 2018 Other Public Company Boards: •Ansell Limited •Cabot Corporation •Modine Manufacturing Company | | | | | | | | |

  19. Information about our Director Nominees

    Additional information regarding our Board, its committees, director compensation and our corporate governance practices may be found immediately following this Proposal.

  20. Director Nominee Qualifications

    Director Nominee Qualifications The GS Committee is required to develop and periodically review criteria for nominees for director. When the GS Committee considers diversity, as it did in connection with the Board’s 2024 self-evaluation process, it considers diversity of experience, thought, skills and viewpoints, as well as traditional diversity concepts, as it deems appropriate. Among other matters, the GS Committee may consider the following nomination criteria regarding Board membership: •the appropriate size of the Board; •a nominee’s knowledge, skills and experience, including, without limitation, experience in finance and accounting, general business management, the semiconductor industry and semiconductor technology, international business, cybersecurity, sales and marketing, corporate governance and compliance and intellectual property; •the needs of the Company with respect to particular skills and experience; •a nominee’s experience leading and supporting sustainability initiatives and civic responsibility; •a nominee’s independence as defined in Nasdaq and SEC rules and regulations; •a nominee’s age and tenure; and •the desire to balance the benefit of continuity with the periodic injection of fresh perspectives provided by new Board members. The Board’s goal is to assemble a complementary slate of directors who bring together a variety of perspectives and skills derived from high-quality business and professional and personal experiences. Directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively and should be committed to serving on the Board for an extended period of time. Current members of the Board with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination. If any member of the Board does not wish to continue in service, if the GS Committee decides not to re-nominate a member for re-election or determines to replace that director or if the Board considers increasing the size of the Board, the Board identifies the desired skills and experience for a new nominee in light of the composition of the Board and criteria described above. Pursuant to its charter, if a stockholder nominates a director in accordance with the director nomination procedures described in the bylaws, the GS Committee will consider that nomination and evaluate such stockholder nomination in the same manner as it evaluates other nominees. Additionally, certain eligible stockholders may include one or more director nominees in our proxy statement without the GS Committee’s approval of such nominees, provided that the stockholders comply with certain disclosure requirements and notification procedures as described in greater detail in our bylaws.

  21. 2024 Compensation of Directors

    2024 Compensation of Directors The table below summarizes total compensation paid to or earned by each of our non-employee directors for service during 2024.

  22. 2024 Compensation of Directors

    | Name | Fees Earned or Paid in Cash (1) ($) | Stock Awards (2) ($) | Total ($) | | Atsushi Abe (3) | 80,184 | 225,059 | 305,243 | | Alan Campbell | 249,423 | 225,059 | 474,482 | | Susan K. Carter | 131,896 | 225,059 | 356,955 | | Thomas L. Deitrich | 105,495 | 225,059 | 330,554 | | Bruce E. Kiddoo | 104,396 | 225,059 | 329,455 | | Christina Lampe-Önnerud | 102,294 | 225,059 | 327,353 | | Paul A. Mascarenas | 87,101 | 255,625 | 342,726 | | Gregory L. Waters | 99,395 | 225,059 | 324,454 | | Christine Y. Yan | 113,461 | 225,059 | 338,520 | | (1) This column reflects cash retainers earned for board service in 2024. The schedule of fees is provided below under “Discussion of Director Compensation.” | | | | | (2) This column reflects the aggregate grant date fair value of the annual equity award granted to each non-employee director on May 16, 2024, computed in accordance with FASB ASC Topic 718 (the closing price on the date of grant multiplied by the number of shares granted). For Mr. Mascarenas, this figure also includes the grant date value of 441 fully-vested shares issued to him in lieu of a portion of his cash fees under our Stock Election and Deferral Plan for non-employee directors (described below). As of December 31, 2024, each sitting non-employee director held a total of 3,083 shares of restricted stock or restricted stock units, all of which are scheduled to vest on the day prior to the annual meeting. | | | | | (3) Mr. Abe resigned from the Board effective October 11, 2024. Upon his resignation, his entire 2024 equity award was forfeited. | | | |

  23. Discussion of Director Compensation

    Discussion of Director Compensation Our Board has delegated responsibility for reviewing and determining non-employee director compensation to the HCC Committee. The HCC Committee reviews the compensation payable to our non-employee directors annually. In determining compensation and benefits for our non-employee directors, the HCC Committee is guided by three goals: (i) to fairly pay non-employee directors for the work required to serve as a director of a public company of our size and scope; (ii) to align non-employee directors’ interests with the long-term interests of our stockholders; and (iii) to structure the compensation in a way that is straightforward, transparent and aligned with corporate governance best practices. Generally, the HCC Committee believes that these goals are served by compensating non-employee directors with a mix of cash and equity-based awards. The current program consists of annual cash retainers and an annual equity grant, with an opportunity to take fully-vested shares in lieu of some or all of the former and to defer receipt of the shares underlying the latter. In May 2024, FW Cook provided the HCC Committee with an analysis of our non-employee director compensation program and pay levels, including a comparative review of director compensation programs among the same peer group we use to evaluate executive compensation. Taking into consideration FW Cook’s analysis and recommendations, the HCC Committee approved increases to certain cash retainers as detailed below in order to stay competitive with the median of the peer group.

  24. Highlights of Our Executive Compensation Program

    Highlights of Our Executive Compensation Program The HCC Committee believes that the design and outcomes of our 2024 executive compensation program were directly tied to our performance and advanced our strategic priorities for 2024 and beyond. At the beginning of 2024, considering, among other things, the Company’s recent performance, uncertain market conditions and slowing of demand in our key sectors, the HCC Committee chose to maintain the compensation levels of our NEOs, except for (i) certain promotion-related increases for Mr. Gopalswamy to reflect his expanded responsibilities and (ii) a one-time Value Creation equity grant to each NEO. These Value Creation grants, described in greater detail below, were in addition to each NEO’s annual LTI grant and are designed to provide a longer-term (five-year) incentive to motivate and retain key executives through a period of macroeconomic uncertainty. By the end of 2024, as noted in the Proxy Statement Summary under “2024 Performance Highlights,” we were able to deliver results that were significantly better than historical performance during a market downturn but below expectations. As a result, our incentive programs yielded mixed payouts against the goals that we set for ourselves at the beginning of the year as summarized below. No Payouts under the 2024 STI Program. As in prior years, the two performance components of our 2024 STI program were our Corporate Multiplier (based on our achievement of correlated revenue and non-GAAP operating margin metrics) and each NEO’s Individual Goals. The Individual Goal percentage achievement is capped at 100%, which means that it may only decrease, but not increase, any amounts earned based on the Corporate Multiplier. •Company Results. For 2024, we achieved revenue of $7,082.3 million and non-GAAP operating margin of 27.9%, both of which fell below our Board-approved annual operating plan (AOP) for 2024. •Pay Results. Our correlated revenue and operating margin results fell below target levels, yielding a 2.9% achievement on the Corporate Multiplier. The final STI combined performance percentage (Corporate Multiplier x Individual Goals achieved) for our CEO was just below 2.4% of target and between 1.7-2.4% of target for each of our other NEOs. However, given market conditions in early 2025, the Company’s recent TSR performance, and management’s recommendation, the HCC Committee exercised its discretion to zero out the Corporate Multiplier, which meant that there were no STI payouts for 2024. Annual Grants under 2024 LTI Program. As in prior years, 60% of each NEO’s annual LTI grant consisted of performance-based restricted stock units (PBRSUs). These PBRSUs, which pay out over a three-year period, include four separately-scored, one-year goals and a relative total stockholder return (TSR) payout adjustment component to ensure that the award is linked to performance for a full three-year period. Specifically, the four goals included two financial metrics (new product revenue percentage and non-GAAP operating margin) and two strategic metrics (related to SiC revenue and the development of certain new opportunities in our sales funnel related to our new Treo Platform (BCD65)). •Company Results. With respect to our financial goals, in addition to the operating margin results described above, over 27% of our 2024 revenue came from new product offerings. On our strategic goals, we made significant progress developing new Treo opportunities in our sales funnel, which, together with our new product revenue share, help to position us for sustainable revenue growth over the longer term. However, our SiC product revenue for 2024 fell below projections amid challenging market conditions. •2024 Results. We exceeded the target level, but fell below the stretch level, on new product revenue percentage. On operating margin, our performance fell between threshold and target. While our SiC revenue fell below threshold, resulting in the forfeiture of all related shares, we surpassed the stretch level on our Treo opportunity metric. As a result, the combined payout percentage for the first tranche of our 2024 PBRSUs was 111% of target, compared to a maximum possible payout of 212.5% of target. •Range of Future Payouts. The combined payout on each of the second and third tranches will vary between 89-133% of target for each tranche, depending on our two- or three-year relative TSR performance. 2024 Value Creation Grants. In February 2024, the HCC Committee granted each NEO a one-time equity grant in addition to the annual LTI grant in order to provide a longer-term incentive for each of these key executives during a downturn in our key sectors. In deciding to make these grants, the HCC Committee considered the competitive landscape for top executive talent in our industry and the importance of retaining proven leadership during a period of significant industry-wide change and geopolitical uncertainty. •Five-Year Award with First Vesting in Year Three. These Value Creation grants have a grant date target value equal to 50% of the NEO’s target 2024 LTI award and consisted of PBRSUs that will vest in three annual installments over a five-year period, with the first vesting to occur on the third anniversary of the date of grant. The Value Creation grants include the opportunity to earn 200% of target units in each tranche but only if our relative TSR for the three-, four- or five-year period beginning on January 1, 2024 and ending on December 31 prior to the applicable vesting date equals or exceeds the 65th percentile. The Value Creation grants are designed to complement the annual grants made under our 2024 LTI program, with a longer time-horizon and a rigorous relative TSR hurdle to achieve above-target payout. •Current Status. Although the first tranche of these grants will not vest until 2027, our one-year relative TSR for 2024 (the first year of the three-year relative TSR period applicable to that tranche) was significantly below the level that would trigger maximum payout. Each of these 2024 decisions and results is discussed in greater detail under “Our 2024 Incentive Programs.” Looking Ahead - Our 2025 Program. In February 2025, the HCC Committee and the Board made decisions regarding our 2025 executive compensation program, taking into consideration, among other things, the prevailing economic environment, the Company’s recent performance and management’s outlook for the year. For 2025, our overall program design and target total direct compensation (TDC) levels for each NEO (including our CEO) as disclosed in the table on page 29 are unchanged from 2024 except that: •The percentage of Mr. El-Khoury’s annual LTI grant delivered in PBRSUs was increased to 70% (from 60%), with the remaining 30% delivered as RSUs (down from 40%). We believe this further aligns our pay practices with stockholder interests. •Mr. El-Khoury informed the Board that, in light of the Company’s ongoing restructuring efforts, he was electing to forgo any payout that he might otherwise earn under the 2025 STI program. His individual goals under the 2025 STI program will continue to be tracked, scored, and reported to the HCC Committee and the Board consistent with normal practice.

  25. Performance-Driven Pay Opportunities - Target Total Direct Compensation

    Performance-Driven Pay Opportunities - Target Total Direct Compensation The three primary components of our executive compensation program, which we refer to as target total direct compensation (TDC), are base salary, target STI award opportunity and target LTI awards, which consist of 60% PBRSUs and 40% time-based restricted stock units (RSUs). Together, these components enhance stockholder value by providing our executives with a competitive compensation package that is significantly performance-based, thus linking executive pay, company performance and absolute and relative stockholder returns. No Increases to Target TDC Levels in 2024 Except for Promotion. In February 2024, amid uncertain market conditions and following discussions with management and FW Cook, the HCC Committee decided not to increase target TDC levels for any of the NEOs, with one exception. Messrs. Keeton and Gopalswamy were each promoted to Group President effective February 22, 2024, with Mr. Gopalswamy assuming responsibility for our ISG business unit in addition to continuing to lead AMG. In light of his increased duties and scope of responsibility, the HCC Committee approved an increase in Mr. Gopalswamy’s target TDC levels, which brought him in line with Mr. Keeton. Specifically, Mr. Gopalswamy’s base salary increased by $100,000 to $600,000, his target STI increased from 85% to 100% of base salary, and his annual target LTI award was increased from $2.3 million to $4.5 million. For 2024, ongoing target TDC for each of our NEOs was as follows:

  26. Performance-Driven Pay Opportunities - Target Total Direct Compensation

    | Target Total Direct Compensation (1) | | | | | | | | NEO | Base Salary ($) | Target STI (2) ($) | Target LTI (3) ($) | 2024 Target TDC ($) | Increase from 2023 Target TDC | | | | | | | | ($) | (%) | | Hassane El-Khoury | 1,200,000 | 2,100,000 | 16,750,000 | 20,050,000 | 0 | —% | | Thad Trent | 675,000 | 843,750 | 6,000,000 | 7,518,750 | 0 | —% | | Simon Keeton | 600,000 | 600,000 | 4,500,000 | 5,700,000 | 0 | —% | | Sudhir Gopalswamy | 600,000 | 600,000 | 4,500,000 | 5,700,000 | 2,475,000 | 77% | | (1) These values reflect the highest base salary, target STI and target annual LTI opportunity for each of our NEOs during 2024. | | | | | | | | (2) These targets represent a percentage of base salary - 175% for Mr. El-Khoury, 125% for Mr. Trent, and 100% for each of Messrs. Keeton and Gopalswamy. | | | | | | | | (3) These figures do not include the one-time Value Creation Grants, which are not part of each executive’s target TDC and are discussed in greater detail under “Our 2024 Incentive Programs.” | | | | | | |

  27. Our 2024 Incentive Programs

    Our 2024 Incentive Programs Short-Term Cash Incentive Program. The primary objectives of our 2024 STI program were to: •reward and retain our top performers; •reward achievement of short-term financial performance goals; •use objective and verifiable metrics; •create a single program for all eligible employees; and •provide target STI percentages that are competitive with peer and survey market data for the position. In designing the 2024 STI program, the HCC Committee considered these objectives and its desire to directly align the program with our 2024 strategic objectives and encourage our executives to maximize profitability, growth and operational efficiency. As further described below, the 2024 STI program incorporates overall company-wide objectives (the Corporate Multiplier) that determine the maximum payout percentage under the program and objectives specific to each NEO (the Individual Goal achievement percentage) that determine each officer’s specific payout. The use of a Corporate Multiplier combined with an Individual Goal achievement percentage for each NEO supports one key tenet of our compensation philosophy, which is to provide incentive opportunities for both company and individual performance. Under the 2024 STI program, each eligible NEO’s payout was determined according to the formula below: Use of Non-GAAP Measures. Several of the financial targets in the Corporate Multiplier and Individual Goals were non-GAAP measures. The HCC Committee determined that non-GAAP metrics should be used for the 2024 STI program rather than GAAP metrics to prevent payments under the 2024 STI program from being significantly impacted (positively or negatively) by extraordinary or unusual events or non-cash items. The HCC Committee also considered adjustments eliminating the effect of certain non-cash items to be appropriate, believing that the adjusted numbers are a better indicator of the Company’s actual operating performance. For a reconciliation of GAAP to non-GAAP measures included in this proxy statement, please see the Appendix. Corporate Multiplier Component. Our 2024 STI program included a performance matrix, the Corporate Multiplier, that links two financial metrics (revenue and non-GAAP operating margin) and reflects threshold‐to‐maximum opportunities based on various achievement levels of those metrics. This Corporate Multiplier is designed to ensure that funding of the 2024 STI program is in line with our Board-approved AOP. As a result, “target” is set at our AOP levels. If we achieve target levels on both metrics by meeting our AOP, the Corporate Multiplier would be 100%. The Corporate Multiplier can range from 0% to up to a maximum of 200% for performance meeting or exceeding stretch levels. Given the use of a matrix, there are multiple ways to calculate (and achieve) threshold, target and maximum performance. The Corporate Multiplier establishes the maximum that may be earned by a given participant under our STI program. For 2024, our AOP revenue target was $7.913 billion in revenue and our non-GAAP operating margin target was 29.4%. These targets represented year-over-decreases from our 2023 results – specifically, a 4.1% decrease to 2023 reported revenue and a 290 bps decrease to 2023 non-GAAP operating margin. However, these goals reflected management’s expectation that the slowdown in our key sectors would persist into 2024 and decrease fabrication facility utilization amid market uncertainty. In February 2024, when the AOP was approved and these goals were set, the HCC Committee believed that these goals were challenging but achievable, consistent with the rigor of goals set under our STI programs in prior years. As the year progressed and the downturn persisted, these goals began to seem overly ambitious. At the end of the year, based on our combined results for 2024, we achieved a Corporate Multiplier of 2.9% of target as shown in the table below.

  28. Our 2024 Incentive Programs

    | Corporate Multiplier Component (matrix-based correlation) | 0% Achievement (Threshold) (1) | 100% Achievement (Target) (2) | 200% Achievement (Maximum) (3) | Actual Achievement | | Revenue | $7.415 billion | $7.913 billion | $8.411 billion | $7.082 billion | | Non-GAAP Operating Margin (4) | 26.4% | 29.4% | 32.2% | 27.9% | | Final Corporate Multiplier (before HCC Committee’s exercise of discretion) | | | | 2.9% | | (1) This combination of revenue and operating margin is only one way for our combined results to yield no payout. Under the matrix, no bonus would be earned if revenue did not exceed $7.996 billion and our operating margin fell below 24.2%. Conversely, no bonus would have been earned at our 2024 actual revenue ($7.082 billion) if our operating margin fell below 27.5%. | | | | | | (2) Aligned with our 2024 Board-approved AOP. | | | | | | (3) This combination of revenue and operating margin is only one way to achieve maximum payout. Under the matrix, we could achieve 200% with revenue as low as $8.079 billion but only if our operating margin met or exceeded 33.4%. Conversely, we could achieve 200% with an operating margin of 31.0% but only if our revenue met or exceeded $8.744 billion. | | | | | | (4) Non-GAAP operating margin is calculated as disclosed in our earnings releases. Please see the Appendix for a reconciliation to GAAP. | | | | |

  29. Our 2024 Incentive Programs

    Individual Goal Component. In addition to the Corporate Multiplier, each NEO received a score based on the level of achievement of his Individual Goals. The maximum possible Individual Goal achievement percentage is 100%, which means that performance at less than target will serve to decrease any STI payout to that participant. For our NEOs, this component is further divided into two equally-weighted categories: financial goals (NEO Financial Goals) and certain executive-specific strategic or operational goals (NEO Strategic Goals). The NEO Financial Goals – this portion is tied to three corporate financial targets. For the 2024 STI program, the scoring of the NEO Financial Goals was based on our level of achievement of revenue, non-GAAP gross margin and non-GAAP operating expense targets as described in the table below. Each of the goals is scored separately and can result in attainment of up to 100% for results at or above target. While the targets are annual, progress is measured quarterly so that if a given quarter is missed, it cannot be made up in a subsequent quarter even if the full year results for that goal actually meet or exceed the annual target. For 2024, this was true for both the Company-wide gross margin and operating expense goals (see footnote 2 to the table below).

  30. Our 2024 Incentive Programs

    | NEO Financial Goals and Weighting (1) | 0% Achievement (Threshold) | 100% Achievement (Target) | Annual Results | Scoring (% Earned Based on the Sum Total of Four Quarters)(2) | | Revenue (20% of NEO Financial Goals) | Company: $7.518 billion | Company: $7.913 billion | Company: $7.082 billion | 0% | | | PSG: $3.811 billion | PSG: $4.012 billion | PSG: $3.348 billion | 0% | | | AMG: $2.539 billion | AMG: $2.672 billion | AMG: $2.609 billion | 63% | | | ISG: $1.168 billion | ISG: $1.230 billion | ISG: $1.125 billion | 0% | | Non-GAAP Gross Margin (40% of NEO Financial Goals) | Company: 44.5% | Company: 45.5% | Company: 45.5% | 88% | | | PSG: 41.3% | PSG: 42.3% | PSG: 41.5% | 50% | | | AMG: 47.2% | AMG: 48.2% | AMG: 50.1% | 100% | | | ISG: 48.5% | ISG: 49.5% | ISG: 46.8% | 0% | | Non-GAAP Operating Expense (40% of NEO Financial Goals) | Binary (the annual target is the sum of four quarterly targets, each of which must be met or no points will be earned for that quarter) | Company: $1,261 million | Company: $1,249 million | 75% | | | | PSG: $482 million | PSG: $483 million | 50% | | | | AMG: $507 million | AMG: $491 million | 100% | | | | ISG: $276 million | ISG: $275 million | 100% |

  31. Our 2024 Incentive Programs

    (1) The non-GAAP NEO Financial Goals (gross margin and operating expense) are calculated as disclosed in our earnings releases. Please see the Appendix for a reconciliation to GAAP. (2) Although the Company met its gross margin target for 2024, results in one quarter fell between threshold and the quarterly target and therefore none of our NEOs earned 100% of possible points on that goal. Similarly, although results on the operating expense goal for the Company exceeded target, one quarterly goal was missed and thus only 75% of that goal was earned for the full year. For each of Messrs. El-Khoury and Trent, his NEO Financial Goals were calculated based on Company-wide performance, resulting in an aggregate score of 65% for each. For each of our other NEOs, his NEO Financial Goals were measured against the results for his specific business unit. For Mr. Keeton, this resulted in a 40% aggregate score for PSG. For Mr. Gopalswamy, who leads both AMG and ISG, his aggregate score was the average of the two (92% for AMG and 40% for ISG), yielding a combined score on his NEO Financial Goals of 66%. The NEO Strategic Goals – this portion is composed of between four and nine additional metrics and targets specifically tailored to each NEO’s role, area of oversight and strategic focus, including financial and non-financial goals and other metrics. These metrics are selected to both measure and support management’s strategy and the planning and execution of certain transformation initiatives, including ESG, new product, quality improvement, human capital and operational initiatives. The NEO Strategic Goals were scored: (i) for certain binary metrics, at either 0% or 100% attainment without linear interpolation between the attainment levels, or (ii) at up to 100% attainment, with linear interpolation for attainment between the threshold and target levels. Like the NEO Financial Goals, each NEO Strategic Goal was scored separately and each was weighted with a specific point value based on its strategic importance and/or the level of complexity involved in achieving the goal. Particular scoring metrics used to determine whether a given target had been achieved were also established at the time the 2024 STI program was approved. Following the end of the year, the HCC Committee evaluated performance against these metrics, which yielded each NEO’s Individual Goal achievement percentage and combined performance percentage, as follows:

  32. Our 2024 Incentive Programs

    | NEO | NEO Financial Goals (50% weighting) | NEO Strategic Goals (50% weighting) | Final Individual Goal Achievement Percentage | Combined Performance Percentage Final Individual Goal Achievement x Corporate Multiplier (2.9%) | | Hassane El-Khoury | 65.00% | 94.26% | 79.63% | 2.31% | | Thad Trent | 65.00% | 100.00% | 82.50% | 2.39% | | Simon Keeton | 40.00% | 75.70% | 57.85% | 1.68% | | Sudhir Gopalswamy | 66.29% | 70.48% | 68.39% | 1.98% |

  33. Our 2024 Incentive Programs

    Determination of No Payouts under the 2024 STI Program. Considering the Company’s performance results (both as measured by the 2024 STI program and more broadly) and following discussions amongst themselves, with management, and with FW Cook, the HCC Committee decided to zero out the Corporate Multiplier and thus there were no payouts under the 2024 STI program. Long-Term Incentives. In February 2024, the HCC Committee approved our 2024 LTI program under which each NEO received an annual award of PBRSUs and RSUs at the same grant date target value level as granted in 2023, except for the promotion-based increase for Mr. Gopalswamy noted previously. In addition to the 2024 LTI program, the HCC Committee approved one-time Value Creation grants for each NEO, consisting of PBRSUs that vest in installments over three, four, and five years to provide a longer-term incentive amid considerable market uncertainty. Each of these programs is discussed in greater detail below. Annual Grants under our 2024 LTI Program. Our 2024 LTI program reflects the following principles: •equity-based awards should comprise of the largest percentage of each NEO’s annual target TDC in order to further align NEO and stockholder interests; •equity grants are budgeted consistent with market practice with actual grants awarded based on performance and potential; •the performance goals underlying our PBRSUs are designed to drive behavior in support of our AOP and long-term business strategies; •performance above target or above stretch levels should provide commensurate payout opportunities; and •company, department and individual performance may drive above-market equity grants in the following annual cycle. During 2024, the HCC Committee made annual grants under the 2024 LTI program to each NEO as described in the following table. These awards consisted of 60% PBRSUs (the 2024 PBRSUs) and 40% RSUs (the 2024 RSUs) granted under the SIP. The HCC Committee determined that this allocation between PBRSUs and RSUs provided a reasonable balance between performance-based and retention incentives. The number of RSUs and target PBRSUs awarded was determined by dividing the grant date target value by the closing price of a share of our common stock on the date of grant, and rounding up to the next whole share if necessary.

  34. Our 2024 Incentive Programs

    | 2024 LTI Program - Annual Grants to NEOs (1) | | | | | | | NEO | Target 2024 PBRSU Value (2) ($) | 2024 PBRSUs (at Target) (#) | Target 2024 RSU Value ($) | 2024 RSUs (#) | Total Target 2024 LTI Value (2) (PBRSUs + RSUs) ($) | | Hassane El-Khoury | 10,050,000 | 129,477 | 6,700,000 | 86,318 | 16,750,000 | | Thad Trent | 3,600,000 | 46,380 | 2,400,000 | 30,920 | 6,000,000 | | Simon Keeton | 2,700,000 | 34,785 | 1,800,000 | 23,190 | 4,500,000 | | Sudhir Gopalswamy | 2,700,000 | 34,785 | 1,800,000 | 23,190 | 4,500,000 | | (1) Excludes one-time Value Creation grants, which are detailed below under “2024 Value Creation Grants.” | | | | | | | (2) These values differ from the values reported in the SCT and the Grants of Plan Based Awards table, which, as required by SEC rules, are calculated in accordance with FASB ASC Topic 718. | | | | | |

  35. Our 2024 Incentive Programs

    Description of 2024 RSUs. As in prior years, the 2024 RSUs are time-based and will vest annually in one-third increments on each anniversary of the grant date, subject to the NEO’s continued employment through the applicable vesting date. Description of 2024 PBRSUs. The 2024 PBRSUs are performance-based equity awards for which vesting is contingent upon our achievement of four performance goals (the 2024 LTI Performance Goals) and a TSR modifier that adjusts a portion of final payouts, up or down, based on our TSR performance relative to a defined peer group. As detailed in the below chart, two of the 2024 LTI Performance Goals are financial (LTI Financial Goals) and the other two are strategic (LTI Strategic Goals), with each of the four goals scored separately. While all four goals measured performance over the 2024 fiscal year, the awards will pay out in equal installments over a three-year period with the payout under each tranche of the LTI Financial Goals (50% of the target award) further adjusted (up or down) based on our TSR relative to a peer group over the one-, two- or three-year periods beginning on January 1, 2024 and ending on December 31 prior to each vesting date (the TSR Adjustment). The TSR Adjustment helps to ensure that the awards remain linked to performance over the full three-year payout period.

  36. Our 2024 Incentive Programs

    | Step 1 - Measure Performance Against LTI Performance Goals | | | | | | Type of Goal | LTI Goal | Description and Measurement | Max Payout (as a % of Target) | Subject to Step 2 TSR Adjustment? | | Financial (50% weighting) | New Product Revenue | Derived from our 2024 financial statements | 150% | Yes (see below for details) | | | Non-GAAP Operating Margin | Derived from our 2024 financial statements and calculated as described in the GAAP reconciliation appendix to our earnings release | 150% | | | Strategic (50% weighting) | SiC Product Revenue | Measured based on the revenue we generated for new SiC products | 200% | No TSR Adjustment | | | Treo New Opportunity Funnel | Measured based on the 2024 cumulative value of all “standard” opportunities in the “New Opportunities” phase of the sales funnel related to non-ASIC products being developed on the Treo Platform (BCD65) | 200% | |

  37. Our 2024 Incentive Programs

    We believe that using a mix of performance periods in our LTI program emphasizes different priorities. All four of our 2024 LTI Performance Goals, while measured over a one-year period, are forward-looking and establish a baseline to help us achieve our longer-term strategic goals. Having our PBRSUs vest over a three-year period, with a significant portion of the ultimate payout remaining variable, to be adjusted up or down with our relative TSR performance measured from January 1 of the year of grant to December 31 of the year before each scheduled vesting date, links overall payout of these awards to longer-term stockholder returns. Considerations Regarding 2024 LTI Performance Goals. The 2024 LTI program was designed to reward performance consistent with our long-term strategic objectives. Similar to our 2024 STI program, the HCC Committee determined that the use of certain non-GAAP metrics would be more appropriate for our 2024 LTI program than GAAP metrics as it would prevent 2024 LTI payouts from being significantly impacted (positively or negatively) by extraordinary or unusual events or non-cash items. The HCC Committee also considered adjustments eliminating the effect of certain non-cash items to be appropriate, believing that the adjusted numbers are a better indicator of our Company’s actual operating performance. The HCC Committee also considered the advantages and disadvantages of using absolute versus relative performance measures and believes that the 2024 LTI Program struck an appropriate balance by using both types of measures in the PBRSU grants. Absolute measures are consistent with stockholder expectations, allow for greater sense of control and influence by the executive, encourage motivation and are consistent with our cash flow and ability to pay. Conversely, relative measures, such as our TSR Adjustment, result in adjustment, up or down, to payouts for our executives based on our performance compared to our peers in a highly competitive marketplace. The following is a summary of the specific targets under each of the 2024 LTI Performance Goals:

  38. Our 2024 Incentive Programs

    | 2024 LTI Performance Goals Measured after 2024 PBRSU Performance Period (1) | Weighting (as % of Target LTI) | 0% Payout (Threshold) | 100% Payout (Target) | 150% or 200% Payout (Stretch) | | New Product Revenue (as a percent of all revenue) | 25.0% | 20% | 25% | 30% | | Non-GAAP Operating Margin (2) | 25.0% | 26.0% | 29.4% | 32.0% | | SiC Product Revenue (3) | 16.7% | $961 million | $1,104 million | $1,248 million | | Treo New Opportunity Funnel (4) | 33.3% | $69 million | $118 million | $147 million | | TSR Adjustment Measured after each TSR Performance Period | | Payout Range | | | | Relative TSR | | 50% to 150% (5) | | | | (1) All LTI Performance Goals other than the Treo new opportunity funnel goal are calculated in a manner consistent with how we calculate these figures for purposes of our earnings releases. Payouts under each 2024 LTI Performance Goal are determined using linear interpolation from threshold to target and from target to stretch. | | | | | | (2) Non-GAAP operating margin measures the percentage growth from our actual results achieved for the prior fiscal year. It is calculated and adjusted by the HCC Committee in the same manner as for the 2024 STI program (discussed above). Although the 2024 target represents a 290 bps decrease to 2023 non-GAAP operating margin, it was set based on our 2024 AOP and reflected what the HCC Committee, at the time, believed to be a challenging but achievable level. | | | | | | (3) We set the payout levels for this goal based on February 2024 projections about anticipated market growth for SiC product revenue. The target level reflects what was then projected as 2x market growth. | | | | | | (4) For purposes of this goal, we count (a) all such opportunities in the sales funnel whose socket status at the part number level is either created at, or moved from Phase 0 to Phase 1 status during 2024 and (b) channel opportunities (distributor registrations) that receive formal “Approved” registration status during 2024. Opportunities of type “reference design” or “platform” or “OEM” do not count. | | | | | | (5) As described above, the TSR Adjustment, which applies to the LTI Financial Goals, is a further adjustment (50%-150%) to the number of shares earned on the basis of our performance as measured against each LTI Financial Goal. | | | | |

  39. Our 2024 Incentive Programs

    One-, Two- and Three-Year TSR Adjustments. As noted above, we include a relative TSR Adjustment in the design of our PBRSUs to emphasize the importance of our stock performance as compared to an industry peer group (for a discussion of this group’s composition, see below under “TSR Peer Companies”). Specifically, the number of PBRSUs vesting in each tranche as a result of the LTI Financial Goals will be adjusted (between 50-150%) based on our relative TSR over the performance period (one, two or three years) beginning on January 1, 2024 and ending on December 31 of the year immediately preceding the vesting date as follows:

  40. Our 2024 Incentive Programs

    | Step 2 - TSR Adjustment to Step 1 Results for Financial Goals | | | Relative TSR | TSR Adjustment (applied to Step 1 Financial Units in each Tranche) | | Equal to or greater than 75th Percentile | 150% (fixed) | | Greater than 50th but less than 75th Percentile | % determined by straight line linear interpolation | | At least 25th but no greater than 50th Percentile | 100% (fixed) | | Less than 25th Percentile | 50% (fixed) |

  41. Our 2024 Incentive Programs

    Considering both the step 1 and step 2 performance adjustments, the range of possible payouts for our 2024 PBRSUs is between 0-212.5% of the target number in each tranche. The performance results for the first tranche of our 2024 PBRSUs are detailed below under “Results for PBRSUs with Performance Periods Ending in 2024.” TSR Peer Companies. To determine our relative TSR at the end of the applicable performance period, we calculate the percentage change between the beginning stock price and the ending stock price for our stock and that of each TSR peer company, assuming reinvestment of any dividends. For purposes of this calculation, we use the average closing stock price for the fourth fiscal quarter of 2023 as the beginning stock price and the average closing stock price for the fourth fiscal quarter of the last year in the TSR performance period as the ending stock price. We then determine the percentile rank of our TSR as compared to our peers over the same period. Unless the HCC Committee determines otherwise, any peer company that is no longer trading on a national securities market on the last day of the applicable performance period will be removed from the list for purposes of the relative TSR calculation for that period. For the 2024 PBRSUs, our TSR performance peer companies consist of the following companies:

  42. Our 2024 Incentive Programs

    | TSR Performance Peer Companies | | | | Ambarella Inc. | Maxlinear Inc. | Renesas Electronics Corporation | | ams AG | Melexis N.V. | Rohm Co., Ltd. | | Analog Devices, Inc. | Microchip Technology Incorporated | Semtech Corporation | | Broadcom Inc. | MKS Instruments, Inc. | Sensata Technologies Holding plc | | Cirrus Logic, Inc. | Monolithic Power Systems, Inc. | Silicon Laboratories Inc. | | Diodes Incorporated | Murata Manufacturing Co., Ltd. | Skyworks Solutions, Inc. | | Infineon Technologies AG | NXP Semiconductors N.V. | STMicroelectronics N.V. | | Knowles Corporation | Parade Technologies, Ltd. | Synaptics Incorporated | | Lattice Semiconductor Corporation | Power Integrations, Inc. | Texas Instruments Incorporated | | Littelfuse, Inc. | Qorvo, Inc. | Vishay Intertechnology, Inc. | | Macom Technology Solutions Holdings, Inc. | Realtek Semiconductor Corp. | Wolfspeed, Inc. | | Marvell Technology, Inc. | | |

  43. Our 2024 Incentive Programs

    The TSR peer companies listed above represent a mix of companies listed on the PHLX Semiconductor Index and other publicly traded semiconductor companies whose product and service offerings, market capitalization, business model and other characteristics are similar to ours. Results for PBRSUs with Performance Periods Ending in 2024. First Tranche of 2024 PBRSUs. In early 2025, the HCC Committee reviewed the LTI Performance Goals underlying our 2024 PBRSUs and determined that our LTI Financial Goals were achieved at an aggregate 89% and our LTI Strategic Goals were achieved at an aggregate 133%. Additionally, our relative TSR for 2024 was at the 43rd percentile among our peers, resulting in a combined payout under the LTI Financial Goals of 89%, and an overall combined payout of 111% for the first tranche of the 2024 PBRSUs. A breakdown of performance by LTI Performance Goal is shown in the chart below.

  44. Our 2024 Incentive Programs

    | Type of Goal | LTI Performance Goal | 0% Payout (Threshold) | 100% Payout (Target) | 150% or 200% Payout (Stretch) | Actual 2024 Performance | Resulting Goal Achievement Percentage (1) | Final Payout Percentage for First Tranche (2) | | Financial | New Product Revenue (as a percent of all revenue) | 20% | 25% | 30% | 27.2% | 122% | 122% | | | Non-GAAP Operating Margin | 26.0% | 29.4% | 32.0% | 27.9% | 56% | 56% | | Strategic | SiC Product Revenue | $961 million | $1,104 million | $1,248 million | < $961 million | —% | —% | | | Treo New Opportunity Funnel | $69 million | $118 million | $147 million | > $147 million | 200% | 200% | | | | | | First tranche combined payout percentage | | | 111% | | (1) This column reflects the degree of achievement on each of the four goals, without giving effect to any TSR Adjustment. To calculate the number of PBRSUs preliminarily earned under each goal, we multiply this figure by the number of target PBRSUs granted to the NEO that were associated with that goal, then divide the result into three equal tranches. For the tranches associated with LTI Strategic Goals, that number of PBRSUs is fixed and will be paid over a three-year period, subject to the NEO’s continued employment through each vesting date. The tranches associated with LTI Financial Goals are not fixed but rather will be adjusted, on a tranche-by-tranche basis, for our relative TSR performance over the one-, two- or three-year performance period, as applicable. | | | | | | | | | (2) This column reflects the payout percentages under each of the four goals for the first tranche, with the payout for each LTI Financial Goal adjusted based on our relative TSR performance for 2024 (achieved at the 43rd percentile, which meant that the resulting goal achievement percentage for each LTI Financial Goal was multiplied by 100%). | | | | | | | |

  45. Our 2024 Incentive Programs

    Payout on each of the second and third tranches (in 2026 and 2027, respectively) will be adjusted based on our relative TSR for the applicable two- or three-year period once those performance periods are complete. Based on performance thus far, the combined payout percentage for each of the second and third tranches of our 2024 PBRSUs will range between 89-133% of the original target. All Outstanding PBRSUs. The following table summarizes the final combined payout percentage results for all PBRSUs held by our NEOs that had tranches with performance periods that ended in 2024.

  46. Our 2024 Incentive Programs

    | Award Description | Tranche | Performance Period | Resulting Relative TSR Percentile | Final Combined Payout Percentage (%) | Compared to Maximum Possible Payout Percentage (%) | | 2022 PBRSUs | Third (Final) | 1/1/2022-12/31/2024 | 80th Percentile | 205.0% | 212.5% | | 2023 PBRSUs | Second | 1/1/2023-12/31/2024 | 49th Percentile | 132.9% | 212.5% | | 2024 PBRSUs | First | 1/1/2024-12/31/2024 | 43rd Percentile | 111.0% | 212.5% | | New Hire - Gopalswamy | n/a | 3/7/2022-3/7/2024 | 89th Percentile | 100.0% | 100.0% |

  47. Our 2024 Incentive Programs

    2024 Value Creation Grants. For 2024, the HCC Committee approved a one-time equity grant program (the Value Creation grants) that would be separate from our ordinary course annual grants under the 2024 LTI program. The purpose of these Value Creation grants was to provide an additional five-year incentive to a small number of key employees, including each of the NEOs, whose valuable skills, industry knowledge and experience were needed to achieve the Company’s strategic goals during the downturn in our key sectors and, more broadly, a period of industry-wide change and global macroeconomic uncertainty. Key features of the Value Creation grants include: •For each NEO, the target value of his Value Creation grant was 50% of his annual target LTI opportunity •Five-year time back-loaded vesting (three annual installments beginning on the third anniversary of the date of grant) •Two possible payouts for each of the three tranches: ◦100% of target shares in that tranche, or ◦if our relative TSR over the three-, four- or five- calendar year period ending on December 31 prior to the vesting date meets or exceeds the 65th percentile, 200% of target shares in that tranche (although, based on our one-year relative TSR for 2024, payout on each of the three tranches is tracking at 100%) •NEO must be employed through the applicable vesting date in order to receive payout The following table details the Value Creation grants awarded to each NEO, including the annualized target value of each NEO’s Value Creation grant as compared to his target annual LTI and his target annual TDC.

  48. Our 2024 Incentive Programs

    | | Valuation Creation Grants | | Target Value, Annualized (3) | | | | NEO | Number of Units (at Target) (1) (#) | Target Value (2) ($) | Target Value, Annualized ($) | as a % of the NEO’s Target Annual LTI (%) | as a % of the NEO’s Target Annual TDC (%) | | Hassane El-Khoury | 107,898 | 8,375,000 | 1,675,000 | 10% | 8% | | Thad Trent | 38,650 | 3,000,000 | 600,000 | 10% | 8% | | Simon Keeton | 28,988 | 2,250,000 | 450,000 | 10% | 8% | | Sudhir Gopalswamy | 28,988 | 2,250,000 | 450,000 | 10% | 8% | | (1) Reflects target number of shares that may be earned, subject to the NEO’s continued employment through the vesting date. For each of the three tranches, if our relative TSR as compared to the TSR Peer Companies listed above meets or exceeds the 65th percentile for the applicable three-, four- or five-year period preceding the vesting date, each NEO may earn 200% of that tranche’s target shares. | | | | | | | (2) These figures represent the grant date target value as approved by the HCC Committee. The number of shares in each grant was determined by dividing the grant date target value by the closing price of a share of our common stock on the grant date ($77.62 on February 21, 2024) and rounding up to the next whole share if necessary. These values differ from the values reported in the SCT and the Grants of Plan-Based Awards table, which, as required by SEC rules, are calculated in accordance with ASC Topic 718. | | | | | | | (3) Represents the target value of the NEO’s grant, annualized over the five-year vesting term, although the first vesting does not occur until the third year (2027). | | | | | |

  49. All Other Compensation Programs

    All Other Compensation Programs Post-Termination Compensation. In addition to the compensation received by our NEOs during 2024 and the other benefits under our programs available to all eligible employees, we also provide certain post-termination benefits to our executive officers as described below. Employment Agreements. We are party to an employment agreement with each of our NEOs. Under his agreement, each NEO would be entitled to certain post-termination payments in the event of a qualifying termination (whether in connection with, or outside of, a change in control). For more detail regarding the severance and change in control provisions of the employment agreements, see “Compensation of Executive Officers — Employment Agreements” and “Compensation of Executive Officers — Potential Payments Upon Termination of Employment or Change in Control” below in this proxy statement. Release Requirement and Restrictive Covenants. The HCC Committee believes that our post-termination compensation and related arrangements with our NEOs are aligned with existing market practices related to, and are consistent with, the principal objectives of our compensation programs. To the extent a NEO’s employment agreement contains severance benefits or a change in control provision, those benefits are predicated upon the NEO being terminated without cause (or resigning for good reason). In addition, an NEO’s receipt of any severance benefits is conditioned upon the NEO signing a general release and waiver and complying with certain restrictive covenants, including non-solicitation, confidentiality and non-disparagement agreements, as well as non-competition or non-interference agreements, all of which serve the best interests of onsemi and our stockholders. Advantages of Our Double-Trigger Change in Control Arrangements. The HCC Committee believes that our management plays a critical role in the success of our Company and that it is important to protect them with a baseline of guaranteed compensation in the event of an involuntary (or constructive) termination in connection with a change in control. Change of control protections for our executive officers and other key personnel are an important part of good corporate governance, as they alleviate individual concerns about the possible involuntary loss of employment and ensure that the interests of our executives will be materially consistent with the interests of other stockholders when considering corporate transactions. In addition, we believe that these change of control protections preserve morale and productivity and encourage retention in the face of the potential disruptive impact of an actual or potential change of control of onsemi. Non-Qualified Deferred Compensation Plan. In May 2024, the Board, on the recommendation of the HCC Committee, adopted a new non-qualified deferred compensation plan for senior officers (our NQDC Plan). Under the NQDC Plan, which is administered by the HCC Committee, eligible participants may elect to defer receipt of up to 80% of their cash compensation (base salary and/or STI payments) for a given year. The NQDC Plan consists solely of participant funds as the Company does not make any employer contributions, which would require HCC Committee approval. Participation is voluntary and deferral elections do not carry over from one year to the next; rather, participants must make deferral elections annually in the year prior to the year in which the compensation is earned. Participants may choose to have their deferred compensation paid in a lump sum or up to ten annual installments although all deferred amounts will be paid out in a single lump sum upon a participant’s death. As of December 31, 2024, none of our NEOs have elected to participate in the NQDC Plan. Limited Perquisites. Consistent with our pay-for-performance compensation philosophy, we provide our executive officers with the following limited perquisites: •a monthly auto allowance; •enhanced coverage for life insurance (coverage of $1,000,000, which is $500,000 above the maximum allowed standard coverage of two times base salary that is afforded to all employees); •an executive physical examination; and •financial planning services reimbursement up to $10,000 per year. The HCC Committee believes these limited perquisites help to maintain the competitiveness of our compensation package vis-à-vis our peer companies and provide value at a reasonable cost to us. Other Benefit Plans and Programs. We do not currently offer any executive retirement plans or pension benefits. Executives are eligible to participate in benefit programs available to all of our full-time employees. These generally available programs, which are designed to provide competitive capital accumulation and other benefits, include: •a tax-qualified employee stock purchase plan; •a 401(k) savings plan; and •medical, dental, disability and life insurance programs.

  50. Process and Procedures for Considering and Determining Executive Compensation

    Process and Procedures for Considering and Determining Executive Compensation Among other responsibilities, our HCC Committee is primarily responsible for establishing the compensation programs for our NEOs and other senior executives, including the CEO, as well as monitoring, annually reviewing and approving the goals and objectives relevant to these programs. Role of Compensation Consultants. The HCC Committee engaged FW Cook as its primary independent compensation consultant to assist in recommending the form and amount of executive and director compensation for our 2024 executive compensation programs. Among other things, with respect to our 2024 compensation programs, FW Cook: •reviewed our executive compensation program, including a peer group review and competitive pay assessments; •reviewed our STI and LTI programs and equity practices; •reviewed our non-employee director compensation program; •provided legislative and regulatory updates; •provided additional assistance, as requested, in analyzing and determining senior executive compensation and reviewing the CD&A; and •attended meetings of the HCC Committee as requested. After evaluating FW Cook’s independence in light of applicable SEC rules and Nasdaq listing standards, the HCC Committee has concluded that FW Cook is independent and that its work for the HCC Committee has not raised any conflict of interest. In determining compensation for our executive officers and non-employee directors, the HCC Committee considers information and advice provided by its independent compensation consultant. The HCC Committee believes that FW Cook has the requisite skills, knowledge, industry expertise and experience, as well as the necessary resources, to provide a comprehensive approach to executive and non-employee director compensation planning, strategy and governance. While the HCC Committee considers the advice and recommendations of its independent consultant, ultimately, the HCC Committee has the decision-making authority with respect to our compensation programs, including the specific amounts paid to our executive officers. Role of Senior Executives in Determining Executive Compensation. The HCC Committee made all compensation decisions related to our NEO compensation in 2024 except that the full Board (excluding Mr. El-Khoury) reviews and approves compensation for Mr. El-Khoury, taking into account the HCC Committee’s recommendations. However, our CEO and other senior executives regularly provide information and recommendations to the HCC Committee on the compensation and performance of other officers. Specifically, the CEO presents the HCC Committee with an individual performance overview for each executive officer, describing the officer’s accomplishments for the prior year, as well as his or her strengths, areas of improvement and development plans. The senior executives also assist the HCC Committee in determining the level of achievement of the performance targets underlying performance-based awards and incentives and provide other information specifically requested by the HCC Committee from time to time. With respect to the compensation of the CEO, FW Cook works directly with the HCC Committee, which makes a recommendation to the full Board (excluding Mr. El-Khoury). No NEO or any other member of management makes recommendations on the level of his or her own compensation. Use of Market Data. The HCC Committee considers competitive market data, among other factors, in determining the individual elements of our compensation programs and in allocating between cash and non-cash compensation and between STI and LTI compensation. Although the peer company or other survey data is a starting point and a significant factor in the HCC Committee’s compensation determinations, it is not the only factor. During 2023, FW Cook conducted an executive compensation study and made recommendations regarding changes to compensation design for our 2024 programs (the FW Cook Report). The HCC Committee used data provided in the FW Cook Report to assist in structuring the 2024 compensation packages for our NEOs. In connection with its preparation of this report, FW Cook recommended changes to the peer group in light of consolidation within the semiconductor industry and changes to the revenue and market capitalization of our prior peer group companies. Criteria used to screen the peer group generally included: •revenue between approximately 0.4 to 3 times our revenue; •twelve-month average market capitalization between approximately 0.33 to 5 times our market capitalization; •industry screens pertaining to other semiconductor, semiconductor equipment and broader technology hardware companies; •peer groups that Institutional Shareholder Services Inc. and Glass, Lewis & Co. LLC utilize for onsemi; •analyses of the “peers of current peers” as of the date of the FW Cook Report and of other companies using onsemi as a benchmark; and •onsemi’s relative TSR performance peer group. After considering these criteria, the HCC Committee, in consultation with FW Cook, decided to add NXP Semiconductors N.V. and Micron Technology, Inc. as peer companies while removing Maxim Integrated Products, Inc., which had been acquired. The resulting peer group identified to inform 2024 compensation decisions (the 2024 Peer Group) consisted of:

  51. Process and Procedures for Considering and Determining Executive Compensation

    | 2024 Peer Group | | | Advanced Micro Devices, Inc. | Micron Technology, Inc. | | Analog Devices, Inc. | Monolithic Power Systems, Inc. | | Applied Materials, Inc. | NXP Semiconductors N.V. | | First Solar, Inc. | Qorvo, Inc. | | Lam Research Corporation | Skyworks Solutions, Inc. | | Marvell Technology, Inc. | Texas Instruments Incorporated | | Microchip Technology Incorporated | Wolfspeed, Inc. |

  52. Other Policies Relating to Executive Compensation

    Other Policies Relating to Executive Compensation Hedging / Pledging Transactions. Under our Insider Trading Policy, certain insiders (including our NEOs and directors) are prohibited from engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Company securities or that otherwise have economic consequences comparable to the same. Our insiders are also prohibited from any pledging or margin transactions with respect to our stock including, but not limited to, holding our securities in a margin account or otherwise pledging them as collateral. We also encourage all other onsemi employees to adhere to these rules. Stock Ownership and Retention Guidelines for Officers. We have adopted robust stock ownership guidelines for our executive officers and non-employee directors. The minimum stock ownership guideline varies based on position, ranging from two times base salary (for anyone directly reporting to the CEO who holds the title of Senior Vice President) to six times base salary for our CEO. For purposes of the guidelines, we count only fully-vested, unrestricted shares of our common stock (not any unvested equity awards). As of the record date, all of our NEOs were either in compliance with, or within the five-year grace period for compliance under, these guidelines. For additional information regarding these guidelines, please see the sub-section entitled “Director and Officer Stock Ownership and Retention Guidelines” in the Stock Ownership section of this proxy statement. Clawback Policies. We have had robust clawback policies in place since 2014, covering both financial restatements as well as misconduct, as described below. In 2023, in light of the new SEC rules and NASDAQ listing standards regarding clawback policies, we adopted a standalone Dodd-Frank Clawback Policy (Dodd-Frank Policy) that tracks those new requirements. In addition to our Dodd-Frank Policy, our NEOs continue to be subject to our Conduct-based Clawback Policy (Conduct Policy), a version of which has been in place since 2014. The Conduct Policy applies to a broader scope of persons (including all senior vice presidents and others employed by or providing services to onsemi as determined by the HCC Committee), compensation (any incentive-based compensation, including time-based equity awards), and conduct than our Dodd-Frank Policy. Specifically, the Conduct Policy applies to (i) intentional misconduct by a covered person that is materially injurious to onsemi as determined by the Board, including conduct that contributes to an accounting restatement that would have triggered clawback from a covered person under the Dodd-Frank Policy had that person been a Section 16 officer subject to that policy; and (ii) a material breach of a material provision of written agreement between onsemi and the covered person (such as restrictive covenants in an employment agreement). Equity Grant Timing. The HCC Committee approves an annual LTI program for senior officers, including each of the NEOs, at its first regular quarterly meeting of each year (typically held in February). As described under “Long-Term Incentives” above, awards granted under our annual LTI program consist of a mix of full-value awards (PBRSUs and RSUs); the Company does not grant stock options. The HCC Committee does not consider the timing of the release of material nonpublic information when determining the timing of LTI awards and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  53. Accounting and Tax Considerations on Executive Compensation

    Accounting and Tax Considerations on Executive Compensation Accounting considerations play a role in the design of our executive compensation program. Accounting rules require us to expense the grant date fair values of our equity awards (that is, the value of our equity awards based on GAAP), which reduces the amount of our reported profits under GAAP. Because of this stock-based expensing and the impact of dilution to our stockholders, we closely monitor the number, the share amounts and the fair values of the equity awards that are granted each year. The HCC Committee also takes into account tax and other accounting consequences of its total compensation program and weighs these factors when setting total compensation and determining the individual elements of an officer’s compensation package.

  54. Summary Compensation Table

    Summary Compensation Table

  55. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards (1) ($) | Non-Equity Incentive Plan Compensation (2) ($) | All Other Compensation (3) ($) | Total ($) | | Hassane El-Khoury President and Chief Executive Officer | 2024 | 1,200,000 | 29,889,669 | — | 41,509 | 31,131,178 | | | 2023 | 1,130,769 | 17,733,531 | 1,060,163 | 41,050 | 19,965,513 | | | 2022 | 984,615 | 12,557,026 | 2,938,191 | 39,870 | 16,519,702 | | Thad Trent Executive Vice President, Chief Financial Officer and Treasurer | 2024 | 675,000 | 10,706,768 | — | 43,213 | 11,424,981 | | | 2023 | 649,038 | 6,352,386 | 440,736 | 42,832 | 7,484,992 | | | 2022 | 600,000 | 4,667,814 | 1,185,000 | 41,567 | 6,494,381 | | Simon Keeton (4) Group President, PSG | 2024 | 600,000 | 8,030,122 | — | 35,952 | 8,666,074 | | | 2023 | 574,038 | 4,764,335 | 290,099 | 37,965 | 5,666,437 | | | 2022 | 517,307 | 2,471,243 | 842,487 | 34,761 | 3,865,798 | | Sudhir Gopalswamy (4) Group President, AMG and ISG | 2024 | 580,769 | 8,030,122 | — | 33,052 | 8,643,943 | | | 2023 | 470,577 | 2,450,469 | 188,091 | 36,500 | 3,145,637 | | (1) Amounts in this column represent the aggregate grant date fair value of awards of PBRSUs and RSUs computed in accordance with FASB ASC Topic 718 using the closing price of our common stock on the date of grant, except that the grant date value of the relative TSR component of our PBRSUs is determined by a third-party valuation firm based on probable outcomes. For 2024, each of our NEOs received a grant under our 2024 LTI program (2024 PBRSUs and 2024 RSUs) as well as one-time Value Creation grant of PBRSUs. For the 2024 PBRSUs and Value Creation PBRSUs, this valuation was based upon a 100% attainment, which represents the probable outcomes of the performance conditions for those awards, consistent with the estimate of aggregate compensation cost to be recognized over the service period, determined as of the grant date, excluding the effect of estimated forfeitures. The amounts in this column do not necessarily represent the fair value for expensing purposes or the fair value of awards that were expected to vest as of December 31, 2024. The estimated number of units that is expected to vest is evaluated and adjusted each reporting period, as necessary, in connection with the Company’s quarterly and annual financial statements. We further discuss the assumptions we made in the valuation of stock awards in Note 11 of the Notes to Consolidated Financial Statements in the Form 10-K. At maximum, the 2024 PBRSUs and Value Creation PBRSUs together would pay out to the applicable NEOs as follows: Mr. El-Khoury: $31,009,983; Mr. Trent: $11,108,071; and each of Messrs. Keeton and Gopalswamy: $8,331,114. | | | | | | | | (2) The amounts in this column reflect annual cash incentives actually earned by the NEO under our STI program. No incentives were paid under the 2024 STI program. For information, please see “Our 2024 Incentive Programs — Short-Term Cash Incentive Program” in the CD&A. | | | | | | |

  56. Summary Compensation Table

    | (3) For 2024, amounts in this column consist of the following: | | | | | | | | | Name | Company Contributions Under 401(k) Plan ($) | Executive Group Term Life Insurance Imputed Income ($) | Premiums Paid by the Company for Basic Life Insurance and Accidental D&D Insurance ($) | Car Allowance ($) | Financial Planning Services ($) | Imputed Income for Post-Tax Long-Term Disability Insurance Benefit Payments ($) | Other Amounts* ($) | | Hassane El-Khoury | 13,800 | 1,150 | 1,380 | 14,400 | 10,000 | 779 | — | | Thad Trent | 13,800 | 1,150 | 1,380 | 14,400 | 10,000 | 2,322 | 161 | | Simon Keeton | 13,800 | 1,150 | 1,380 | 14,400 | 2,600 | 2,622 | — | | Sudhir Gopalswamy | 13,800 | 1,150 | 1,380 | 14,400 | — | 2,322 | — | | * The figure in “Other Amounts” reflects personal use of Company-purchased concert tickets. | | | | | | | | | (4) On February 22, 2024, Messrs. Keeton and Gopalswamy were each promoted to Group President, with Mr. Gopalswamy assuming leadership of ISG in addition to AMG. | | | | | | | |

  57. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024

  58. Grants of Plan-Based Awards in 2024

    | Name | Grant Date | Type of Award | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | All Other Stock Awards: Number of Shares of Stock or Units (3) (#) | Grant Date Fair Value of Stock Awards (4) ($) | | | | | Target ($) | Maximum ($) | Target (#) | Maximum (#) | | | | Hassane El-Khoury | 2/21/2024 | Annual Incentive | 2,100,000 | 4,200,000 | | | | | | | 2/21/2024 | RSUs | | | | | 86,318 | 6,700,003 | | | 2/21/2024 | PBRSUs | | | 129,477 | 275,139 | | 10,615,593 | | | 2/21/2024 | Value Creation PBRSUs | | | 107,898 | 215,796 | | 12,574,073 | | Thad Trent | 2/21/2024 | Annual Incentive | 843,750 | 1,687,500 | | | | | | | 2/21/2024 | RSUs | | | | | 30,920 | 2,400,010 | | | 2/21/2024 | PBRSUs | | | 46,380 | 98,558 | | 3,802,619 | | | 2/21/2024 | Value Creation PBRSUs | | | 38,650 | 77,300 | | 4,504,139 | | Simon Keeton | 2/21/2024 | Annual Incentive | 600,000 | 1,200,000 | | | | | | | 2/21/2024 | RSUs | | | | | 23,190 | 1,800,008 | | | 2/21/2024 | PBRSUs | | | 34,785 | 73,918 | | 2,851,953 | | | 2/21/2024 | Value Creation PBRSUs | | | 28,988 | 57,976 | | 3,378,161 | | Sudhir Gopalswamy | 2/21/2024 | Annual Incentive | 580,769 | 1,161,538 | | | | | | | 2/21/2024 | RSUs | | | | | 23,190 | 1,800,008 | | | 2/21/2024 | PBRSUs | | | 34,785 | 73,918 | | 2,851,953 | | | 2/21/2024 | Value Creation PBRSUs | | | 28,988 | 57,976 | | 3,378,161 | | (1) Amounts in these columns represent the range of possible payouts under our 2024 STI program. The 2024 STI program does not have a threshold payout and the maximum that may be earned is 200% of target. If we do not achieve minimum performance levels on the metrics in the Corporate Multiplier, no payouts would be earned. For more information on the 2024 STI program, please see “Our 2024 Incentive Programs — Short-Term Cash Incentive Program” in the CD&A. As reported in the “Non-Equity Incentive Plan Compensation” column of the SCT, no payouts were made under the STI program for 2024. | | | | | | | | | | (2) The amounts shown in these columns represent the number of shares that may be earned under the 2024 PBRSUs, which were granted to our NEOs under our 2024 LTI program and the SIP. The amounts in the “Target” column represent the total number of 2024 PBRSUs that could be earned, assuming that all performance goals are achieved at target. The amounts in the “Maximum” column represent the total number of PBRSUs that could be earned, assuming that all performance goals are achieved at stretch levels and, for each tranche of PBRSUs related to financial goals, that our relative TSR exceeds the stretch level for each of the three TSR performance periods (combined maximum of 212.5% of target). If our performance results for the 2024 LTI Performance Goals do not exceed minimum performance levels, all of the PBRSUs will be forfeited. For Value Creation PBRSUs, the “Target” represents the shares that will be earned regardless of the TSR outcome, subject to the NEO’s continued employment through the vesting date. | | | | | | | | | | (3) This column represents time-based RSU awards made to our NEOs in 2024. | | | | | | | | | | (4) The amounts in this column represent the grant date fair value of each award calculated in accordance with FASB ASC Topic 718. For more details, please see footnote 1 to the SCT. | | | | | | | | |

  59. Other Material Factors — Summary Compensation Table and Grants of Plan-Based Awards in 2024 Table

    Other Material Factors — Summary Compensation Table and Grants of Plan-Based Awards in 2024 Table For additional information regarding the material terms of each NEO’s employment agreement, see “Employment Agreements” in this proxy statement. For additional information regarding compensation disclosed in the SCT and Grants of Plan-Based Awards in 2024 Table, please refer to the “Our 2024 Incentive Programs” section of the CD&A.

  60. Outstanding Equity Awards at Fiscal Year-End 2024

    Outstanding Equity Awards at Fiscal Year-End 2024

  61. Outstanding Equity Awards at Fiscal Year-End 2024

    | | | | All Other Stock Awards (1) | | Equity Incentive Plan Awards (2) | | | Name | Grant Date | Type of Award | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested (3) ($) | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (3) ($) | | Hassane El-Khoury | 2/11/2022 | RSUs | 26,002 | 1,639,426 | | | | | 2/11/2022 | PBRSUs | 79,954 | 5,041,087 | | | | | 2/21/2023 | RSUs | 56,340 | 3,552,237 | | | | | 2/21/2023 | PBRSUs (4) | 87,800 | 5,535,766 | 36,656 | 2,311,146 | | | 2/21/2024 | RSUs | 86,318 | 5,442,350 | | | | | 2/21/2024 | PBRSUs (5) | 105,438 | 6,647,879 | 57,616 | 3,632,684 | | | 2/21/2024 | PBRSUs (6) | 107,898 | 6,802,969 | 107,898 | 6,802,969 | | Thad Trent | 2/10/2022 | RSUs | 8,935 | 563,352 | | | | | 2/10/2022 | PBRSUs | 27,474 | 1,732,217 | | | | | 2/20/2023 | RSUs | 20,182 | 1,272,475 | | | | | 2/20/2023 | PBRSUs (4) | 31,447 | 1,982,721 | 13,130 | 827,877 | | | 2/21/2024 | RSUs | 30,920 | 1,949,506 | | | | | 2/21/2024 | PBRSUs (5) | 37,770 | 2,381,380 | 20,639 | 1,301,295 | | | 2/21/2024 | PBRSUs (6) | 38,650 | 2,436,883 | 38,650 | 2,436,883 | | Simon Keeton | 2/10/2022 | RSUs | 4,730 | 298,227 | | | | | 2/10/2022 | PBRSUs | 14,544 | 917,024 | | | | | 2/20/2023 | RSUs | 15,136 | 954,325 | | | | | 2/20/2023 | PBRSUs (4) | 23,584 | 1,486,983 | 9,848 | 620,908 | | | 2/21/2024 | RSUs | 23,190 | 1,462,130 | | | | | 2/21/2024 | PBRSUs (5) | 28,328 | 1,786,094 | 15,478 | 975,887 | | | 2/21/2024 | PBRSUs (6) | 28,988 | 1,827,693 | 28,988 | 1,827,693 | | Sudhir Gopalswamy | 3/7/2022 | RSUs | 6,508 | 410,329 | | | | | 3/7/2022 | PBRSUs | 9,956 | 627,742 | | | | | 2/20/2023 | RSUs | 5,718 | 360,520 | | | | | 2/20/2023 | PBRSUs (4) | 8,910 | 561,755 | 3,720 | 234,536 | | | 5/26/2023 | RSUs | 1,847 | 116,453 | | | | | 5/26/2023 | PBRSUs (4) | 2,878 | 181,452 | 1,201 | 75,699 | | | 2/21/2024 | RSUs | 23,190 | 1,462,130 | | | | | 2/21/2024 | PBRSUs (5) | 28,328 | 1,786,094 | 15,478 | 975,887 | | | 2/21/2024 | PBRSUs (6) | 28,988 | 1,827,693 | 28,988 | 1,827,693 | | (1) Represents unvested awards that remain subject to the NEO’s continued employment through the applicable vesting date and all other terms and conditions of the SIP and the award agreement. These include unvested time-based RSUs, which vest in three equal installments on the first three anniversaries of the grant date, and any unvested PBRSUs for which all performance criteria were complete on or before December 31, 2024. | | | | | | | | (2) Represents outstanding PBRSUs that, as of December 31, 2024, remain subject to performance conditions, the NEO’s continued employment through the applicable vesting date, and all other terms and conditions of the SIP and the award agreement. The number of PBRSUs reported in this column assumes maximum performance on the remaining metric (relative TSR over a three-year period), which would increase payouts, on a tranche-by-tranche basis, by 150% of the number of PBRSUs calculated as earned based on one-year financial metrics for the annual grants. However, the actual relative TSR Adjustment may range between a reduction of 50% to the maximum increase of 150%. The amounts in this column do not necessarily represent the number of shares used for expensing purposes or the number of awards that were expected to vest as of December 31, 2024. For the Value Creation grants, the relative TSR is over a five-year period and a 65th percentile or higher relative TSR would increase payouts by 200%.The minimum number of PBRSUs is 100%. The estimated number of units that are expected to vest is evaluated and adjusted each reporting period, as necessary, in connection with the preparation of the Company’s quarterly and annual financial statements. | | | | | | | | (3) The dollar values in this column are calculated by multiplying the closing market price of our common stock on December 31, 2024 ($63.05) by the number of RSUs or PBRSUs shown as held by the NEO. The amounts in this column do not necessarily represent the fair value for expensing purposes or the fair value of awards that were expected to vest as of December 31, 2024. | | | | | | | | (4) For these 2023 PBRSUs, the number shown under “All Other Stock Awards” reflects the total number of PBRSUs earned in the second tranche, including the two-year TSR Adjustment. Our relative TSR performance did not meet the stretch level, which meant that the number of PBRSUs earned in the second tranche, as originally determined on the basis of 2023 financial metrics, was multiplied by 100% to determine the payout. This second tranche of PBRSUs vested on February 7, 2025. The number shown under “Equity Incentive Plan Awards” reflects the number of PBRSUs in the third tranche, as calculated based on our performance on 2023 financial metrics and assuming the maximum three-year TSR Adjustment. Following the end of the three-year performance period, the HCC Committee will certify the number of PBRSUs earned in that tranche based on our actual relative TSR performance, and those PBRSUs will vest in February 2026 subject to the NEO’s continued employment through that date. | | | | | | |

  62. Outstanding Equity Awards at Fiscal Year-End 2024

    | (5) For our 2024 PBRSUs, the number shown under “All Other Stock Awards” reflects one-third of the number of PBRSUs calculated as earned under the LTI Financial Goals (the first tranche), including the one-year TSR Adjustment, plus all PBRSUs calculated as earned under the LTI Strategic Goals (all three tranches), as the performance period ended on December 31, 2024 for each of those components. We achieved a combined 89% on the LTI Financial Goals and a combined 133% on the LTI Strategic Goals. In addition, our one-year relative TSR performance was at the 43rd percentile, which meant that the number of PBRSUs in the first tranche calculated as earned under the LTI Financial Goals was multiplied by 100% to determine the payout on that portion of the award, for a combined first tranche payout on all LTI Performance Goals of 111%. The remainder of the 2023 PBRSUs (the second and third tranches of the PBRSUs tied to, and calculated as earned under, the LTI Financial Goals) is reported under “Equity Incentive Plan Awards,” assuming maximum TSR Adjustment for each. The first tranche of PBRSUs vested on February 11, 2025, following the HCC Committee’s certification of performance, while the second two tranches, with the PBRSUs tied to LTI Financial Goals to be further adjusted for our actual two- or three-year relative TSR performance, will vest in February of 2026 and 2027, respectively, in each case, subject to the NEO’s continued employment through the vesting date. For more information on these awards, please see the section entitled “Our 2024 Incentive Programs — Long-Term Incentive Program” in our CD&A. | | (6) Represents a Value Creation grant of PBRSUs, which will vest in three annual installments over a five year period, beginning on the third anniversary of the date of grant. If our relative TSR for the applicable three-, four- and five-year period meets or exceeds the 65th percentile, the NEO will earn 200% of the target units in that tranche. |

  63. 2024 Stock Vested

    2024 Stock Vested

  64. 2024 Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (1) (#) | Value Realized on Vesting (2) ($) | | Hassane El-Khoury | 311,124 | 23,953,118 | | Thad Trent | 138,300 | 10,700,845 | | Simon Keeton | 75,772 | 5,865,508 | | Sudhir Gopalswamy | 51,732 | 3,577,875 | | (1) This column represents the total number of shares underlying RSUs and PBRSUs that vested in 2024. RSUs and PBRSUs were the only types of LTI awards held by our NEOs during 2024. | | | | (2) The value realized equals the number of shares of stock vested multiplied by the market value of one share of our common stock on the date of vesting or, if the vesting date is not a trading date, the immediately preceding trading date. | | |

  65. Potential Payments upon Termination of Employment or Change in Control

    Potential Payments upon Termination of Employment or Change in Control In the table below, we provide estimates of the payments that will be made to each of our NEOs upon a termination of employment or change in control of the Company. The table should be read together with the chart above and the following material assumptions.

  66. Material Assumptions

    | Potential Payments upon Termination of Employment or a Change in Control | | | | | | | | | NEO | Type of Compensation | No Change in Control | | In Connection with a Change in Control | | Death or Disability | All Other Terminations | | | | Termination without Cause | Resignation for Good Reason | Double Trigger (Termination without Cause or Resignation for Good Reason) | Single Trigger (no Termination) | | | | Mr. El-Khoury | Cash Severance | 2,400,000 | 2,400,000 | 2,400,000 | — | — | — | | | STI Payment | 2,100,000 | 2,100,000 | 4,200,000 | — | 2,938,191 | — | | | Accelerated RSUs/PBRSUs | 21,292,628 | 21,292,628 | 33,387,938 | — | — | — | | | Additional Benefits (1) | 42,408 | 42,408 | 42,408 | — | — | — | | | Total | 25,835,036 | 25,835,036 | 40,030,346 | — | 2,938,191 | — | | Mr. Trent | Cash Severance | 1,012,500 | 1,012,500 | 1,012,500 | — | — | — | | | STI Payment | 843,750 | 843,750 | 1,265,625 | — | 1,185,000 | — | | | Accelerated RSUs/PBRSUs | 5,949,220 | 5,949,220 | 11,899,994 | — | — | — | | | Additional Benefits (1) | 44,376 | 44,376 | 44,376 | — | — | — | | | Total | 7,849,846 | 7,849,846 | 14,222,495 | — | 1,185,000 | — | | Mr. Keeton | Cash Severance | 600,000 | 600,000 | 720,000 | — | — | — | | | STI Payment | 600,000 | 600,000 | 720,000 | — | 842,487 | — | | | Accelerated RSUs/PBRSUs | 4,094,075 | 4,094,075 | 8,614,269 | — | — | — | | | Additional Benefits (1) | 47,164 | 47,164 | 47,164 | — | — | — | | | Total | 5,341,239 | 5,341,239 | 10,101,433 | — | 842,487 | — | | Mr. Gopalswamy | Cash Severance | 600,000 | 600,000 | 720,000 | — | — | — | | | STI Payment | 600,000 | 600,000 | 720,000 | — | 842,487 | — | | | Accelerated RSUs/PBRSUs | 3,057,651 | 3,057,651 | 7,391,919 | — | — | — | | | Additional Benefits (1) | 33,553 | 33,553 | 33,553 | — | — | — | | | Total | 4,291,204 | 4,291,204 | 8,865,472 | — | 842,487 | — | | (1) This figure represents the estimated cost of continuation of benefits, based on the NEO’s elections as in effect on December 31, 2024, and the maximum permitted outplacement assistance. | | | | | | | |

  67. onsemi 2024 Pay Ratio Disclosure

    onsemi 2024 Pay Ratio Disclosure For 2024: •the annual total compensation of our median employee (other than Mr. El-Khoury, our CEO) was $15,580; •the annual total compensation of our median U.S.-based non-manufacturing employee (other than Mr. El-Khoury) was $136,130; and •the annual total compensation of Mr. El-Khoury, as reported in our SCT, was $31,131,178. Based on this information, for 2024, the ratios of the annual total compensation of Mr. El-Khoury to the annual total compensation of our median employee and to the annual total compensation of our median U.S.-based non-manufacturing employee were 1,998 to 1 and 229 to 1, respectively. We calculated these pay ratios using the following assumptions and principles: Methodology for Determining our Median Employees. As permitted under SEC rules, we used the same median employee and the same median U.S. non-manufacturing employee that we used for purposes of disclosing our 2022 and 2023 pay ratios as there has been no change in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio analysis. To determine our median employees, we surveyed our global employee population as of December 1, 2022 from our human resources system of record, using cash compensation as the basis for comparison. We define cash compensation as base pay, overtime pay and STI compensation, which includes all commissions and bonuses. We did not annualize the compensation of any employees who did not work for us or our consolidated subsidiaries for the full year. As a significant percentage of our workforce is based outside the U.S., we converted amounts paid in foreign currency to U.S. dollars using our calculated corporate treasury exchange rate for February 2023 but did not make any cost-of-living adjustments. We excluded the value of annual equity awards and certain employee allowances, as those items are neither widely nor uniformly distributed across our employee population and thus do not reasonably reflect the annual compensation of our employees. Identification of Our Median Employees. Using the methodology described above, we determined that the median employee was a full-time operator located in Malaysia and the median U.S. non-manufacturing employee was a systems analyst located in Scottsdale, Arizona. Calculating Total Compensation for Our Median Employees. For purposes of determining the pay ratios, we calculated annual total compensation for each of our median employees using the same methodology we use for our NEOs in the SCT. We believe that these pay ratios are reasonable estimates calculated in a manner consistent with SEC rules. Because SEC rules for identifying the median employee and calculating the pay ratio allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices and workforce composition, the pay ratios reported by other companies may not be comparable to ours.

  68. 2024 Pay versus Performance

    2024 Pay versus Performance The table below compares the pay of our principal executive officer (PEO) and the average pay of all other NEOs to our performance on certain metrics during each of the last five fiscal years (2020, 2021, 2022, 2023 and 2024). In this table, executive pay is presented in two ways: (i) total compensation as disclosed in the SCT for the relevant year and (ii) “compensation actually paid” (CAP) for the same year, calculated as required by SEC rules, which is intended to, among other things, adjust SCT totals to capture actual payouts from equity awards vesting during a given year as well as year-over-year changes in the value of unvested equity awards that are outstanding at the end of that year. Graphs illustrating the relationship between executive pay and each of these metrics are located below the table. For further information regarding our pay-for-performance philosophy and how we align executive compensation with our performance, please see our CD&A.

  69. 2024 Pay versus Performance

    | Pay versus Performance Table | | | | | | | | | | | | | Current PEO (1) | | Former PEO (2) | | All Other NEOs (3) | | Value of Initial Fixed $100 Investment Based On (4): | | | CSM (5) | | Year | SCT Total (6) ($) | CAP (7) ($) | SCT Total (6) ($) | CAP (7) ($) | Average SCT Total (6) ($) | Average CAP (7) ($) | Company TSR ($) | Peer Group TSR ($) | Net Income ($ millions) | Revenue ($ millions) | | 2024 | 31,131,178 | 20,062,649 | — | — | 9,578,450 | 6,377,117 | 259 | 269 | 1,573 | 7,082 | | 2023 | 19,965,513 | 35,879,947 | — | — | 4,730,325 | 8,918,083 | 343 | 226 | 2,184 | 8,253 | | 2022 | 16,519,702 | 20,249,043 | — | — | 3,699,715 | 2,710,546 | 256 | 137 | 1,902 | 8,326 | | 2021 | 12,825,562 | 37,831,495 | — | — | 4,014,944 | 10,996,407 | 279 | 213 | 1,010 | 6,740 | | 2020 | 7,866,813 | 8,510,970 | 7,056,742 | 5,738,178 | 2,363,835 | 2,129,348 | 134 | 151 | 236 | 5,255 | | (1) Current PEO refers to Mr. El-Khoury, who was appointed as our President and CEO on December 7, 2020. | | | | | | | | | | | | (2) Former PEO refers to Keith Jackson, Mr. El-Khoury’s predecessor in office. | | | | | | | | | | | | (3) All Other NEOs refers to all named executive officers, other than the PEO, who were designated as such under the SEC’s executive compensation disclosure rules based on their position and the compensation paid to them during the relevant year shown in the chart. All Other NEOs for each year consists of the following officers: for 2024, Messrs. Trent, Keeton and Gopalswamy; for 2023, Messrs. Trent, Keeton, Jatou and Gopalswamy; for 2022, Messrs. Trent, Keeton, Jatou, and former officers Robert Tong and Vince Hopkin; for 2021, Messrs. Trent, Keeton, Jatou and Hopkin, as well as former officers George H. Cave and Bernard Gutmann; and for 2020, Messrs. Keeton, Hopkin and Gutmann, as well as former officer William Schromm. | | | | | | | | | | | | (4) Represents one-, two-, three-, four- and five-year cumulative TSR assuming a $100 investment on December 31, 2019. For purposes of our peer group TSR, we selected the PHLX Semiconductor Sector Index (SOX), which we also use for comparison purposes in the five-year cumulative stock performance graph included in our annual report to stockholders. Our TSR performance relative to a smaller group of peer companies is a key performance metric in determining compensation actually paid to our NEOs, as identified below under “Most Important Performance Metrics.” | | | | | | | | | | | | (5) For purposes of this chart, we have selected revenue as our company-selected metric (CSM). | | | | | | | | | | | | (6) The totals in these columns reflect amounts reported in our SCT for the applicable year. | | | | | | | | | | | | (7) To calculate compensation actually paid (CAP), the corresponding SCT total was adjusted as detailed below as required by SEC rules. For a reconciliation of SCT to CAP, please see the next two tables. | | | | | | | | | | |

  70. 2024 Pay versus Performance

    | SCT to CAP Reconciliation — PEOs (A) | | | | | | | | | | | Adjust Value of Current Year’s Equity Grant | | Adjust for Incremental Increase/(Decrease) in Value of All Other Outstanding Equity Grants | | | | | Year | SCT Total ($) | Subtract Grant Date Fair Market Value as reported in SCT ($) | Add Fair Market Value at 12/31 ($) | Unvested Awards as of 12/31 ($) | Vested during Year ($) | Forfeited during Year ($) | Ending CAP ($) | | 2024 | 31,131,178 | (29,889,669) | 23,695,160 | (7,142,650) | 2,268,630 | — | 20,062,649 | | 2023 | 19,965,513 | (17,733,531) | 21,898,735 | 3,496,312 | 8,252,918 | — | 35,879,947 | | 2022 | 16,519,702 | (12,557,026) | 18,713,998 | (3,109,730) | 682,099 | — | 20,249,043 | | 2021 | 12,825,562 | (9,413,592) | 20,760,924 | 12,588,427 | 1,070,174 | — | 37,831,495 | | 2020 (B) | 7,866,813 | (7,578,939) | 8,223,096 | — | — | — | 8,510,970 | | 2020 (C) | 7,056,742 | (5,982,515) | 4,357,116 | 2,376,715 | (2,024,880) | — | 5,783,178 | | (A) In determining the fair value of unvested equity awards, we applied the same methodology used to determine grant date fair value of equity awards for purposes of SCT reporting but calculated as of the last day of the year, with no material changes to the underlying assumptions for any of the awards since grant date except that probable outcomes may have changed. For more information, please see Note 1 to the SCT. | | | | | | | | | (B) This is the SCT to CAP reconciliation for Mr. El-Khoury. | | | | | | | | | (C) This is the SCT to CAP reconciliation for Mr. Jackson, our Former PEO. | | | | | | | |

  71. 2024 Pay versus Performance

    | SCT to CAP Reconciliation — Average of All Other NEOs (A) | | | | | | | | | | | Adjust Value of Current Year’s Equity Grant | | Adjust for Incremental Increase/(Decrease) in Value of All Other Outstanding Equity Grants | | | | | Year | SCT Total ($) | Subtract Grant Date Fair Market Value as reported in SCT ($) | Add Fair Market Value at 12/31 ($) | Unvested Awards as of 12/31 ($) | Vested during Year ($) | Forfeited during Year ($) | Ending CAP ($) | | 2024 | 9,578,450 | (8,922,338) | 7,073,272 | (1,723,380) | 371,113 | — | 6,377,117 | | 2023 | 4,730,325 | (3,921,173) | 4,820,751 | 951,556 | 2,336,624 | — | 8,918,083 | | 2022 | 3,699,715 | (2,542,484) | 2,887,979 | (700,029) | (413) | (634,222) | 2,710,546 | | 2021 | 4,014,944 | (2,955,672) | 6,317,938 | 4,106,036 | 228,638 | (715,477) | 10,996,407 | | 2020 | 2,363,835 | (1,868,651) | 1,429,507 | 647,814 | (443,157) | — | 2,129,348 | | (A) In determining the fair value of unvested equity awards, we applied the same methodology used to determine grant date fair value of equity awards for purposes of SCT reporting but calculated as of the last day of the year, with no material changes to the underlying assumptions for any of the awards since grant date except that probable outcomes may have changed. For more information, please see Note 1 to the SCT. | | | | | | | |

  72. How are directors elected if there are more director nominees than open seats on the Board?

    How are directors elected if there are more director nominees than open seats on the Board? Under our bylaws, in uncontested elections, directors are elected by a majority of the votes cast, meaning a candidate for director is elected if the votes in favor of his or her election exceed the votes against his or her election. In contested elections where the number of nominees exceeds the number of open seats, directors are elected by a plurality vote, meaning that the director nominees who receive the most votes up to the number of open seats will be elected. In an uncontested election, any nominee for director who fails to receive a majority of the votes cast in such election will be required to promptly tender his or her resignation to the Board. The GS Committee, or such other committee designated by the Board for this purpose, will recommend to the Board whether to accept or reject the tendered resignation. The Board will review the GS Committee’s recommendation, decide whether to accept or reject such resignation or whether other action should be taken and publicly disclose its decision within 90 days from the date of the annual meeting of stockholders. Any director who tenders his or her resignation will not participate in the committee’s recommendation or the Board action regarding whether to accept or reject the tendered resignation. Any vacancies on the Board may be filled by a majority of the directors then in office or those directors, by majority vote, may choose to decrease the number of board seats. Each director elected in this manner will hold office until the next annual meeting and until his or her successor is elected and duly qualified.