DEF 14A of NXP Semiconductors N.V., Apr 15, 2024

DEF 14A of NXP Semiconductors N.V.

Filed Apr 15, 2024 · FY20230001413447-24-000033

Open on EDGAR

  1. Nominees for Director

    Nominees for Director THE BOARD RECOMMENDS A VOTE "FOR" THE APPOINTMENT OF EACH NOMINEE FOR DIRECTOR LISTED BELOW.

  2. Kurt Sievers

    Kurt Sievers

  3. Executive Director, President & CEO of NXP

    Executive Director, President & CEO of NXP

  4. Executive Director, President & CEO of NXP

    | | Kurt Sievers (1969, German) is executive director, president and chief executive officer since May 2020, after a successful track record as the president of NXP, overseeing all the company’s business lines, since 2018. Mr. Sievers joined NXP in 1995, and rapidly moved through a series of Marketing & Sales, Product Definition & Development, Strategy and General Management leadership positions across a broad number of market segments. He has been a member of the executive management team since 2009, where he has been instrumental in the definition and implementation of the NXP High-Performance Mixed Signal strategy. In 2015, Mr. Sievers was influential in the merger of NXP and Freescale Semiconductor. Mr. Sievers serves on the board of the German National Electrical and Electronics Industry Association (ZVEI), the Global Semiconductor Alliance (GSA) and Capgemini S.E. Mr. Sievers served as president of ESIA (European Semiconductor Industry Association) from December 2021 until December 2023. He chaired the advisory board of the international trade-fair Electronica until June 2021. He is also president of AENEAS, an industrial association for application and technology research in Europe on nano-electronics. Mr. Sievers serves as a member of the Asia-Pacific-Committee of German Business (APA) and as a member of the board at the German Asia-Pacific Business Association (OAV), acting as the spokesperson for the Republic of Korea. Mr. Sievers earned a master’s degree in physics and information technology from Augsburg University, Germany. | | Executive Director Director since 2020 Age 55 Other Current Public Boards: •Capgemini S.E. Key Qualifications and Expertise: •International Experience •Executive Leadership •Industry and Technology Experience •Strategic Planning, Growth, Mergers & Acquisition •Manufacturing and Operations •Human Capital/Talent Development •IT and Cybersecurity | |

  5. Chairwoman, Schneider Electric North America

    Chairwoman, Schneider Electric North America

  6. Chairwoman, Schneider Electric North America

    | | Annette Clayton (1964, American) was appointed a non-executive director of our board of directors effective May 2021. Ms. Clayton is the chairwoman of Schneider Electric North America, a region of Schneider Electric, a multinational firm specializing in energy management and automation solutions. From 2016 through December 2023, Ms. Clayton was the chief executive officer of Schneider Electric North America. Through December 2019, Ms. Clayton also held the title of chief supply chain officer for Schneider Electric and led the transformation of its $13 billion global supply chain operation for seven years, and from 2011 to 2016 led the environmental and social governance function. She is also a member of the Schneider Electric’s executive committee. From 2006 to 2011, Ms. Clayton led Dell Inc.’s supply chain transformation and oversaw the global manufacturing and fulfillment operation. She was also responsible for the Americas’ commercial order management and customer care operations. From 1983 to 2006, Ms. Clayton worked at General Motors Corporation in senior management roles in engineering and production, including president, at Saturn Corporation. Ms. Clayton is a member of the board of directors of the National Electrical Manufacturers Association and the National Association of Manufacturers. She serves on the board of Duke Energy Corporation, Nordson Corporation and the boards of Schneider Electric’s Energy-as-a-Service joint ventures, AlphaStruxure, GreenStruxure, Uplight Inc., QMerit, EVConnect, EnergySage, and Autogrid. Ms. Clayton has been nominated to serve on the board of directors of Oshkosh Corporation, subject to shareholder approval in May 2024. She previously served on the board of Polaris Inc. until April 2021. | | Independent Non-Executive Director Director since 2021 Age 60 Board Committees: •Audit Committee •Human Resources and Compensation Committee Other Current Public Boards: •Duke Energy Corporation •Nordson Corporation •Oshkosh Corporation (subject to shareholder approval May 2024) Key Qualifications and Expertise: •International Experience •Executive Leadership •Industry and Technology Experience •Strategic Planning, Growth, Mergers & Acquisition •Corporate Governance, Legal, Global Compliance Experience •Manufacturing and Operations •Risk Management •Human Capital/Talent Development •IT and Cybersecurity •ESG Expertise | |

  7. Anthony Foxx

    Anthony Foxx

  8. Former United States Secretary of Transportation

    Former United States Secretary of Transportation

  9. Former United States Secretary of Transportation

    | | Anthony Foxx (1971, American) was appointed a non-executive director of our board of directors effective May 2021. Since 2023, Mr. Foxx serves as the Emma Bloomberg Professor of the Practice of Public Leadership at the Harvard Kennedy School. From October 2018 to January 2022, Mr. Foxx served as the chief policy officer and senior advisor to the president and chief executive officer of Lyft. Prior to joining Lyft Inc., he served as a managing partner of related infrastructure, the infrastructure development group of Related Companies, a real estate firm, from December 2017 to October 2018. From July 2013 to January 2017, Mr. Foxx served as the seventeenth United States Secretary of Transportation. He served as the mayor of Charlotte, North Carolina from 2009 to 2013 and as a Charlotte City council member at-large representative from 2005 to 2009. Mr. Foxx also has held a variety of legal positions in the public and private sectors. Mr. Foxx serves on the board of directors of Martin Marietta Materials Inc. and CDW Corporation. He holds a Doctor of Law (J.D.) from New York University School of Law, and a Bachelor of Arts (B.A.), History, from Davidson College. | | Independent Non-Executive Director Director since 2021 Age 52 Board Committees: •Nominating, Governance and Sustainability Committee (Chair) Other Current Public Boards: •CDW Corporation •Martin Marietta Materials Inc. Key Qualifications and Expertise: •Executive Leadership •Industry and Technology Experience •Strategic Planning, Growth, Mergers & Acquisition •Financial, Audit & Accounting Expertise •Risk Management •ESG Expertise | |

  10. Moshe Gavrielov

    Moshe Gavrielov Former President and CEO of Xilinx, Inc.

  11. Moshe Gavrielov

    | | Moshe Gavrielov (1954, United States and Israel) was appointed a non-executive director of our board of directors effective May 2023. Mr. Gavrielov served as president and CEO of Xilinx Inc. from January 2008 to January 2018, and as director of Xilinx Inc. from February 2008 to January 2018. Prior to that, he served at Cadence Design Systems Inc. as executive vice president and general manager of the verification division from April 2005 to November 2007, and CEO of Versity Ltd. from March 1998 to April 2005. He also served at a variety of executive management positions in LSI Logic Corp. for nearly 10 years, and engineering and engineering management positions in National Semiconductor Corporation and Digital Equipment Corporation. Since 2019, Mr. Gavrielov has served on the board of Taiwan Semiconductor Manufacturing Company Limited. In addition, Mr. Gavrielov is the chair of SiMa Technologies Inc. and Foretellix Ltd. He holds a bachelor's degree in electrical engineering and a master's degree in computer science from Technion-Israel Institute of Technology. | | Independent Non-Executive Director Age 69 Board Committees: •Human Resources and Compensation Committee •Nominating, Governance and Sustainability Committee Other Current Public Boards: •Taiwan Semiconductor Manufacturing Company Limited Key Qualifications and Expertise: •International Experience •Executive Leadership •Industry and Technology Experience •Strategic Planning, Growth, Mergers & Acquisitions •Corporate Governance, Legal, Global Compliance Experience •Financial, Audit & Accounting •Manufacturing and Operations •Risk Management •Human Capital/Talent Development •ESG Expertise | |

  12. Chunyuan Gu

    Chunyuan Gu

  13. Former President of Asia, the Middle East and Africa regions of ABB Ltd

    Former President of Asia, the Middle East and Africa regions of ABB Ltd

  14. Former President of Asia, the Middle East and Africa regions of ABB Ltd

    | | Chunyuan Gu (1958, Swedish) was appointed a non-executive director of our board of directors effective June 2022. Mr. Gu has over 30 years of experience working at ABB Ltd., a global pioneering technology leader in electrification and automation serving customers in utility, industry, transportation and infrastructure. Mr. Gu began his career at ABB Corporate Research in Sweden in 1989, and has held various roles and functions in R&D, manufacturing operations and general management. Since 2020, Mr. Gu serves in an advisory capacity as chair of the board of ABB (China) Ltd. From 2017 to 2019, Mr. Gu was a member of the ABB group executive committee and president of the Asia, the Middle East and Africa region. From 2014 to 2017, Mr. Gu served as president and CEO of ABB China. Since 2020, Mr. Gu has served as a non-executive director of CLP Holdings Limited. Since 2021, Mr. Gu has served as senior advisor at Blackstone Ltd. He holds a bachelor of engineering from Shanghai Jiao Tong University and a PhD, school of aeronautics from the Royal Institute of Technology, Stockholm. Mr. Gu is a fellow of IVA, the Royal Swedish Academy of Engineering Sciences. | | Independent Non-Executive Director Director since 2022 Age 65 Board Committees: •Audit Committee Other Current Public Boards: •CLP Holdings Limited Key Qualifications and Expertise: •International Experience •Executive Leadership •Industry and Technology Experience •Manufacturing and Operations •Risk Management •Human Capital Talent Development •ESG Experience | |

  15. Lena Olving

    Lena Olving

  16. Former President and CEO of Mycronic AB

    Former President and CEO of Mycronic AB

  17. Former President and CEO of Mycronic AB

    | | Lena Olving (1956, Swedish) was appointed a non-executive director of our board of directors effective June 2019. Ms. Olving served as president and CEO of Mycronic AB (listed on Nasdaq OMX Stockholm) from 2013 to 2019, a Swedish high-tech equipment company serving the electronics industry. Before that, Ms. Olving worked at Saab AB, a listed Defence and Security company, as deputy CEO and chief operating officer. Her earlier career also includes various managerial positions within Volvo Car Corporation, in total 25 years, of which 5 years in Asia Pacific and 7 years in the executive management team. Ms. Olving is a board member of Assa Abloy AB, Vestas Wind Systems A/S, Investment AB Latour, chair of the board at the Royal Swedish Opera and ScandiNova Systems AB, and board member of Stena Metall AB. She is a fellow of IVA, the Royal Swedish Academy of Engineering Sciences. She holds a Master of Science in Mechanical Engineering from Chalmers in Gothenburg, Sweden. In January 2018, Ms. Olving was presented H.M. The King’s Medal of the 12th size with blue ribbon for outstanding efforts within Swedish business sector. In October 2019, she was awarded IVA’s Gold Medal for pioneering and outstanding leadership within the tech sector, and in 2023 she received the Gustaf Dalén Goldmedal for her contributions to the fields of engineering and technology. | | Independent Non-Executive Director Director since 2019 Age 67 Board Committees: •Human Resources and Compensation Committee Other Current Public Boards: •Assa Abloy AB •Investment AB Latour •Vestas Wind Systems A/S Key Qualifications and Expertise: •International Experience •Executive Leadership •Industry and Technology Experience •Strategic Planning, Growth, Mergers & Acquisition •Financial, Audit & Accounting Expertise •Manufacturing and Operations •Risk Management •Human Capital/Talent Development •IT and Cybersecurity | |

  18. Julie Southern

    Julie Southern Former Chief Commercial Officer, Virgin Atlantic Airways Ltd.

  19. Julie Southern

    | | Ms. Julie Southern (1959, British) was appointed a non-executive director of our board of directors effective October 2013 and chair of our board of directors effective May 2023. Ms. Southern was with Virgin Atlantic Limited (UK) from 2000 to May 2013. From 2010 to 2013, she was chief commercial officer and from 2000 to 2010 she was chief financial officer of Virgin Atlantic. Prior to joining Virgin Atlantic, Ms. Southern was group finance director at Porsche Cars Great Britain and finance and operations director at WH Smith - HJ Chapman & Co Ltd. Prior to that, she was a chartered accountant at Price Waterhouse Coopers. Ms. Southern currently holds non-executive directorships at Ocado Group plc and RWS Holdings plc. Ms. Southern serves as chair of the board and chair of the nomination committee at RWS Holdings plc, and chair of the remuneration committee and member of the audit and people committees at Ocado Group plc. Previously, Ms. Southern held directorships at Gategroup (2015-2016), Stagecoach Group plc (2016-2018), DFS Furniture plc (2015-2019), Cineworld Group plc (2015-2019), easyJet plc (2018-2023), and Rentokil plc (2014-2023). | | Chair of Board Independent Non-Executive Director Director since 2013 Age 64 Board Committees: •Nominating, Governance and Sustainability Committee Other Current Public Boards: •Ocado Group plc •RWS Holdings plc Key Qualifications and Expertise: •Executive Leadership •Strategic Planning, Growth, Mergers & Acquisition •Financial, Audit & Accounting Expertise •Human Capital/Talent Development | |

  20. Managing Partner of Glen Capital Partners

    Managing Partner of Glen Capital Partners

  21. Managing Partner of Glen Capital Partners

    | | Gregory L. Summe (1956, American) was appointed a non-executive director of our board of directors effective December 2015. Mr. Summe is the managing partner of Glen Capital Partners, an investment fund. Recently, he was the co-chair and co-founder of NextGen Acquisition Corp.I&II. Previously, Mr. Summe was the managing director and vice chair of Global Buyout at The Carlyle Group, a leading global private equity firm, from 2009 to 2014. Prior to joining Carlyle, he was the chair and chief executive officer of PerkinElmer Inc., a global leader in Health Sciences, a company he led from 1998 to May 2009. He also served as a senior advisor to Goldman Sachs Capital Partners, from 2008 to 2009. Mr. Summe was a director of Freescale Semiconductor from 2010 until its merger with NXP in 2015 and served as chair of the Freescale board from 2014 to 2015. Prior to PerkinElmer, Mr. Summe was with AlliedSignal, now Honeywell International, serving as the president of General Aviation Avionics, president of the Aerospace Engines Group and president of the Automotive Products Group. Before joining AlliedSignal, he was the general manager of Commercial Motors at General Electric and was a partner with the consulting firm of McKinsey & Company Inc. Mr. Summe holds B.S. and M.S. degrees in electrical engineering from the University of Kentucky and the University of Cincinnati, and an M.B.A. with distinction from the Wharton School at the University of Pennsylvania. He is in the University of Kentucky’s Hall of Distinction. Mr. Summe also serves on the board of directors of the State Street Corporation and Avantor Corporation, and formerly served on the boards of directors of NextGen Acquisition Corp.I, NextGen Acquisition Corp.II and Virgin Orbit Holdings Inc. | | Independent Non-Executive Director Director since 2015 Age 67 Board Committees: •Human Resources and Compensation Committee (Chair) •Nominating, Governance and Sustainability Committee Other Current Public Boards: •State Street Corporation •Avantor Corporation Key Qualifications and Expertise: •International Experience •Executive Leadership •Industry and Technology Experience •Strategic Planning, Growth, Mergers & Acquisition •Corporate Governance, Legal, Global Compliance Experience •Financial, Audit & Accounting Expertise •Manufacturing and Operations •Risk Management •Human Capital/Talent Development | |

  22. Karl-Henrik Sundström

    Karl-Henrik Sundström

  23. Former CEO of Stora Enso

    Former CEO of Stora Enso

  24. Former CEO of Stora Enso

    | | Karl-Henrik Sundström (1960, Swedish) was appointed a non-executive director of our board of directors in June 2019. He served as CEO of Stora Enso from 2014 until his retirement in 2019. He joined Stora Enso in August 2012 as CFO and member of the group leadership team. In June 2013 he took on the role as executive vice president for division Paper and Wood Products. Prior to joining Stora Enso, Mr. Sundström held the role of CFO of NXP Semiconductors N.V. (2008–2012). Before that, he held several managerial positions in Ericsson, including CFO. He is the chair of Boliden AB and Mölnlycke AB, member of the board of Vestas AS, chair of the Climate Leadership Coalition and member of the board of the Marcus Wallenberg Foundation. Mr. Sundström participated in an Advanced Management Program at Harvard Business School in 1997 and holds a degree in Business Administration, Finance and Accounting from the Uppsala University, Sweden. | | Independent Non-Executive Director Director since 2019 Age 64 Board Committees: •Audit Committee (Chair) •Human Resources and Compensation Committee Other Current Public Boards: •Boliden AB •Vestas Wind Systems A/S Key Qualifications and Expertise: •International Experience •Executive Leadership •Industry and Technology Experience •Strategic Planning, Growth, Mergers & Acquisition •Corporate Governance, Legal, Global Compliance Experience •Manufacturing and Operations •Financial, Audit & Accounting Expertise •Risk Management •IT and Cybersecurity •ESG Expertise | |

  25. Consideration of Director Nominees

    Consideration of Director Nominees For purposes of identifying individuals qualified to become members of the Board, the Nominating, Governance and Sustainability Committee considers the following general criteria, among others, in nominating director candidates. These criteria reflect the traits, abilities and experience that the Board looks for in determining candidates for election: •Directors shall have relevant expertise and experience and be able to offer advice and guidance to the CEO based on that expertise and experience; •Directors shall have the ability to exercise sound business judgment; •Directors shall represent diverse viewpoints; the personal backgrounds and qualifications of the directors, considered as a group, should provide the Company with a significant composite mix of experience, knowledge and abilities; and •Unless otherwise approved by the Board, directors shall not be a member of the board of directors or an officer or employee of a competitor (or an affiliate of a competitor) of the Company. In addition to the criteria set forth above, and any others the Nominating, Governance and Sustainability Committee or the Board may consider, a majority of the Board’s members must be “independent,” as that term may be defined from time to time by the applicable Nasdaq listing standards, the Rules of Procedure, as well as best practice provision 2.1.8 of the DCGC, including that an independent director must be free of any relationships which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. As needed, the Nominating, Governance and Sustainability Committee may identify new potential director nominees by, among other means, requesting current directors and executive officers and external advisors to notify it if they become aware of persons meeting the criteria described above who would be suitable candidates for service on the Board. The committee also may, as needed, engage one or more firms that specialize in identifying director candidates. As appropriate, the Nominating, Governance and Sustainability Committee will review publicly available information regarding a potential candidate, request information from the candidate, review the candidate’s experience and qualifications, including in light of any other candidates the committee might be considering, and conduct, together with other members of the Board, one or more interviews with the candidate. Committee members or their designees also may contact one or more references provided by the candidate or may contact other members of the business community or persons who may have first-hand knowledge of the candidate’s talents and experience.

  26. Non-Employee Director Compensation for 2023

    Non-Employee Director Compensation for 2023 The Human Resources and Compensation Committee has responsibility for reviewing and considering any revisions to compensation for non-executive directors. The Board reviews the Human Resources and Compensation Committee’s recommendations and makes the final recommendation to the general meeting of shareholders regarding compensation for non-executive directors. It is our policy to reimburse all directors for reasonable expenses incurred in performing their duties as a director.

  27. HOW OUR DIRECTORS ARE COMPENSATED

    | Name | Fees Earned or Paid in Cash ($)1 | All Other Compensation ($) | Stock Awards ($)2 | Total ($) | | Sir Peter Bonfield3 | 130,414 | — | — | 130,414 | | Annette Clayton | 107,875 | — | 216,079 | 323,954 | | Anthony Foxx | 107,875 | — | 216,079 | 323,954 | | Moshe Gavrielov4 | 67,161 | 1,003 | 216,079 | 284,243 | | Chunyuan Gu | 100,000 | — | 216,079 | 316,079 | | Lena Olving | 100,000 | — | 216,079 | 316,079 | | Julie Southern | 235,833 | — | 216,079 | 451,912 | | Jasmin Staiblin | 100,000 | — | 216,079 | 316,079 | | Gregory Summe | 122,875 | — | 216,079 | 338,954 | | Karl-Henrik Sundström | 130,000 | — | 216,079 | 346,079 | | 1.Messrs. Foxx, Gavrielov, Goldman, Gu, Kaeser, Smitham, Summe and Sundström and Mses. Clayton, Olving, Southern and Staiblin’s cash compensation and Sir Peter Bonfield and Ms. Southern’s committee fees are determined in dollars and paid in Euros using the exchange rate at the time of payment. Sir Peter Bonfield and Ms. Southern’s annual fixed chair fee is determined and paid in Euros; their fee has been converted to dollars using an exchange rate of 1.0829, the average euro to U.S. dollar conversation rate for 2023. 2.On November 7, 2023, Messrs. Foxx, Gavrielov, Gu, Summe and Sundström and Mses. Clayton, Olving, Southern and Staiblin each received an annual grant of 1,211 restricted share units (‘RSU’) under the terms of the NXP Semiconductors N.V. 2019 Omnibus Incentive Plan and the Director Restricted Stock Unit Award Agreement. The values in this column represent the grant date fair value of the RSU awards calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“ASC 718”). See Note 2— Significant Accounting Policies ‘Share-based compensation’ and Note 17—Share-based Compensation, both found in Part II, Item 8, “Financial Statements and Supplementary Data” in the Notes to Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 2023 for additional information. As of December 31, 2023 Messrs. Foxx, Gavrielov, Gu, Summe and Sundström and Mses. Clayton, Olving, Southern and Staiblin each held 1,211 RSUs and no non-employee director held options. 3.Sir Peter Bonfield received a prorated portion of his annual chair and committee fees and no 2023 equity award as a result of his retirement from the Board at the 2023 AGM. 4.Mr. Gavrielov received a prorated portion of his annual fees as a result of his appointment as a non-executive director at the 2023 AGM. The amounts reflected in All Other Compensation for Mr. Gavrielov represent third-party administrative expenses paid on Mr. Gavrielov's behalf to obtain his Dutch tax number and Dutch tax gross up costs, as these third-party administrative expenses are taxable income under Dutch tax requirements. | | | | |

  28. Key Practices in Determining Executive Compensation

    | What We Do | What We Do NOT Do | | ✓Tie a significant majority of our NEOs’ pay to Company performance ✓Use both long- and short-term performance metrics ✓Cap annual incentive and long-term performance share unit plan payouts at 200% of target ✓Cap PSUs at 100% of target if total shareholder return for the performance period is negative, regardless of the Company’s relative performance compared to the Peer Group ✓Include a “double-trigger” provision under our cash and equity incentive plans in the event of a change-in-control ✓Maintain meaningful stock ownership guidelines for executives and directors ✓Use an independent executive compensation consultant to guide the design of compensation plans ✓Evaluate competitive market practices to establish program design and targeted payout amounts ✓Conduct an annual risk assessment of our compensation programs ✓Maintain a clawback policy covering the executive officers consistent with NASDAQ listing standards ✓Follow principles of our shareholder approved executive and non-executive director remuneration policy ✓Conduct outreach to shareholders to elicit feedback on our compensation program | ✗Provide for guaranteed salary increases or payouts for performance-based awards ✗Provide dividends or dividend equivalents on unearned performance share units ✗Provide for excise tax gross-ups resulting from M&A activity or terminations ✗Provide for excessive separation payments, liberal definitions of change in control, or single-trigger cash severance upon a change in control ✗Provide above market returns on deferred compensation plans ✗Permit short sales, hedging, and transactions involving derivatives of our stock ✗Provide personal loans, guarantees or other similar arrangements to executives ✗Allow the pledging of Company stock by directors, executive officers, and certain other employees ✗Re-price or buyout options without shareholder approval ✗Provide excessive perquisites |

  29. Key Components of Our Executive Compensation Program

    | Pay Component | Approach and Structure | Connection to Our Compensation Philosophy and 2023 Key Points | | Base Salary (see page 51) | •Provides a competitive fixed cash compensation component •Based on an individual’s role, experience, capability and contributions •Reviewed annually against competitive benchmarks | •Attracts, retains, motivates, and enables us to develop highly qualified executive leaders •Key Point: 2023 salary increases were made to align with market levels and not given to all NEOs | | Annual Incentive Plan (“AIP”) (see page 52) | •Establishes variable, at-risk cash compensation •Rewards achievement of overall corporate results against key Company near-term goals •Performance measures and targets evaluated semi-annually and set by the HRCC •Focuses on absolute revenue performance, non-GAAP gross margin and annual sustainability goal delivery | •Rewards Company performance against challenging short-term targets, with appropriate and capped rewards for outstanding performance •Key Point: 2023 1H financial performance targets and annual sustainability goals were established at the beginning of the year. 2H financial performance targets were established midyear to best reflect the market dynamics as discussed further on pages 52-54 Key Point: 2023 performance measures included an annual sustainability component focusing on environmental and people initiatives | | Performance-Based Restricted Stock Units (“PSU”) (see page 57) | •Meaningfully incentivizes management to execute on our longer-term business objectives •Drives long-term shareholder value creation •Vesting based on 3-year cliff using 3-year relative total shareholder return (RTSR) measured against a defined compensation peer group | •Aligns with shareholder interests by driving superior performance against longer-term corporate financial, operational, and strategic goals •Key Point: Target awards represent 70% of long-term incentive compensation value at time of award for NEOs •Key Point: Payout is capped at 200% of the target number of PSUs for top quartile performance and capped at 100% of the target number of PSUs if RTSR is negative regardless of relative ranking | | Restricted Stock Units (“RSU”) (see page 58) | •Aligns executives’ interests with those of shareholders •Helps the Company retain key talent •Vests ratably over 3 years | •Aligns with shareholder interests, while also helping retain our highly qualified executive talent over time •Key Point: Target awards represent 30% of long-term incentive compensation at time of award for NEOs | | Benefits and Other Compensation (see page 59) | •Generally, delivers local programs, consistent with other executives to plan for various life events •Supports the varying needs of executives operating in a complex, global environment •Allows executives to maximize time and attention on activities driving company performance | •Attracts, retains, motivates, and enables us to develop highly qualified executive leaders while providing a competitive overall total rewards program •Key Point: Benefits and other compensation are generally consistent with those offered to other executives within the same country of residence as the NEOs. We do not offer excessive perquisites to our NEOs |

  30. A Large Majority of Our NEOs’ Target Pay is At-Risk

    A Large Majority of Our NEOs’ Target Pay is At-Risk Our high performance culture and pay for performance philosophy strongly align the interests of our NEOs with those of our stakeholders. As shown in the following charts, our 2023 target executive compensation program was heavily weighted towards at-risk compensation. Our CEO has 93% of his target compensation at risk with variable components. Approximately 69% is directly linked to performance of the Company through the value of his target AIP and performance-based equity awards, which is 70% of the target long term incentive award made each year. While these graphs represent target awards made during the year, actual earned pay is impacted directly by performance measures as well as stock price performance during the year. On average, our other NEOs also have approximately 85% of their target compensation at risk and 64% of their compensation linked directly to performance. These figures include annualized salary, target AIP and annual target equity award grant values. Figures exclude the items outlined in the Summary Compensation Table as 'All Other Compensation.' The 'Average Other NEO' figures exclude the CEO.

  31. Peer Group Analysis and Benchmarking

    Peer Group Analysis and Benchmarking Competitive data associated with our Peer Group is evaluated annually by the HRCC to: •Use as the basis for setting target total compensation •Drive appropriate pay levels to attract, retain, motivate, and develop our executives •Ensure that we provide market competitive programs—both individually and in aggregate •Determine relative shareholder return ranking which establishes the vesting of performance-based stock unit plans (see further discussion later in this CD&A) For 2023, NXP's peer group (the "Peer Group") consisted of the following companies:

  32. Peer Group Analysis and Benchmarking

    | PEER GROUP | | | | Advanced Micro Devices | Lam Research | QUALCOMM | | Analog Devices | Marvell Technology | Seagate Technology | | Applied Materials | Microchip Technology | Skyworks Solutions | | ASML Holding | Micron Technology | STMicroelectronics | | Broadcom | NVIDIA | TE Connectivity | | Corning | ON Semiconductor | Texas Instruments | | Infineon Technologies | Qorvo | Western Digital |

  33. Peer Group Analysis and Benchmarking

    The HRCC reviews the Peer Group annually to ensure the relevance of the companies and that they will provide the most appropriate comparison in making executive compensation decisions. A variety of factors were considered by the HRCC to determine the companies included in the Peer Group, including revenue, market capitalization, enterprise value, number of employees, similarities to the industries in which we operate, and the overlapping labor market for top talent. In 2023, after a review of these factors, the HRCC determined not to modify the Peer Group from the Peer Group used in 2022. For 2023, the HRCC — with assistance from Mercer, the HRCC’s independent executive compensation consultant, and management — reviewed detailed data of the Peer Group to understand market competitive pay levels for various executive positions, including base salary, incentive targets, and target equity award levels, as well as other competitive compensation practices and plan design components. In addition to our Peer Group, the HRCC, along with Mercer and management, reviews compensation information from published surveys to assess select roles and provide a broader view of the local and global competitive marketplace. From time to time, we evaluate information on pay levels and plan designs from other comparable companies that we believe are important for a more comprehensive understanding of our industry and/or broader technology market employment practices. The Peer Group benchmark data as well as relevant additional market perspectives are used to inform program design principles along with the amount of each pay program and overall total compensation package. While this information is used as a guideline, it is not used as a specific target. Other factors are also considered in making final decisions for each pay component such as experience, performance, role complexity, leadership capability and impact.

  34. Annual Incentive Program

    Annual Incentive Program The Annual Incentive Plan (“AIP”) is the primary incentive vehicle that we use to drive performance on a short-term basis with a mixture of financial and sustainability metrics, a combination of environment and people goals. The AIP focuses on financial performance metrics critical to NXP’s success that are measured on a six-month performance period. The financial performance metrics are informed by the Company's annual operating plan as approved by our Board in December and the metrics and goals and their associated performance ranges are established by the HRCC near the start of each six-month performance period. The sustainability goals and associated performance ranges are established by the HRCC near the start of the annual performance period. The AIP is a plan under the Company’s 2019 Omnibus Incentive Plan which was approved by shareholders in 2019. The HRCC reviews and approves the AIP program and targets taking into consideration: •Each NEO’s role, experience and expected contributions •The competitive market for determining targets as a percentage of base salary •The measures that best reflect the Company’s short-term strategy and performance expectations in the fiscal year and their alignment to stakeholder interests In 2023, the HRCC approved changes to the AIP targets of Messrs. Sievers and Betz from 150% to 170% and 80% to 100%, respectively, based on a review of the competitive market of the targets related to those roles. The targets for Messrs. Jensen and Micallef and Ms. Wuamett were unchanged from 2022.

  35. Annual Incentive Program

    | Name | 2023 AIP Target (% of Base Salary) | | Kurt Sievers | 170% | | William Betz | 100% | | Christopher Jensen | 80% | | Andrew Micallef | 80% | | Jennifer Wuamett | 80% |

  36. Annual Incentive Program

    For 2023, the framework of our AIP program remained unchanged from 2022. It consisted of five equally weighted components — financial components in each 6-month performance period and an annual sustainability component, each weighted at 20% of the annual incentive target. •1H Revenue •1H Adjusted Gross Margin •2H Revenue •2H Adjusted Gross Margin •Annual Sustainability Scorecard The overall payout opportunity is capped at 200% of target. Our NEOs and other members of the management team receive only one AIP payout per year. It is calculated using the average realization from the components above; and any payout earned is made in the second quarter of the following year, i.e. 2023 payouts will be made in the second quarter of 2024. The financial and sustainability measures were as follows: •Revenue: NXP is a market leader in multiple end markets, and our continued success is dependent on our ability to deliver revenue in these markets. We continued our focus on a straightforward metric related to absolute revenue targets to deliver shareholder value. Specifically, the revenue metric is GAAP revenue as publicly reported for the two quarters comprising the 6-month performance period. •Non-GAAP Gross Margin: Non-GAAP gross margin forms the cornerstone to driving our overall profitability. Successfully delivering differentiated new products that drive value to our customers is critical to driving profitable growth. This is consistent with the measure used in previous years representing continued focus on gross margin. Non-GAAP Gross Margin is a non-GAAP financial measure. We calculate Non-GAAP gross margin by adjusting Gross Margin to exclude the effects of purchase price accounting, restructuring, stock-based compensation, merger-related costs, and other incidentals. These measures should not be considered as a substitute for, or superior to, the measures of financial performance prepared in accordance with GAAP. •Sustainability Scorecard: Starting in 2022, the HRCC approved the introduction of a sustainability component to our AIP, which we continued in 2023. This component contains multiple objectives and short-term targets that support our long-term environmental and people related aspirations. It is important to us that all team members focus on this journey; therefore, these sustainability objectives are applicable to the incentive plan for all team members, including NEOs. The specific goals, why we chose them and our 2023 performance are listed below. The semiconductor industry historically has experienced cyclical performance variations, especially in the markets NXP serves. Starting in 2021, NXP developed financial performance targets for each half of the year to be measured and judged independently for purposes of the AIP. Setting targets for each 6-month performance period at the beginning of the performance periods is reflective of business realities and allows us to better align rewards to performance expectations considering the dynamics of the market. This approach allows the HRCC to consider many factors including significant uncontrollable impacts like supply chain challenges and geopolitical pressures as well as changing market conditions, while living up to our commitment not to change performance targets once they are set or make discretionary payments to our NEOs when performance is not achieved due to material external factors. It also allows us to more clearly align to shareholder interests and more transparently communicate with our team members about our performance commitments, building momentum to achieve them. Increased engagement with our team members and clear priority focus has been a very positive outcome of this change. The HRCC sets performance targets for the two separate financial performance periods near the start of the performance period – i.e. January 1 – June 30, 2023 (“1H 2023 Financial Performance Period”) and July 1 – December 31, 2023 (“2H 2023 Financial Performance Period”). The financial performance targets set for each performance period were informed by our 2023 annual operating plan as a benchmark to align with our fiscal 2023 financial objectives; taking into account overall affordability of the bonus opportunities provided under the AIP for fiscal 2023. For team members other than our NEOs and other members of the management team, payouts are made twice a year – in October 2023 using the 1H 2023 Performance Period Payout Factor and April 2024 using the 2H Performance Period Payout Factor and Annual Sustainability Payout Factor. This practice has been very well received to build confidence and create more open communication with team members and links to our commitment to shareholders. However, for our NEOs and other members of the management team, the payout, like prior years, will be made for all payout factors in one payment on an annual basis in the second quarter of 2024 using the formula below. *Bonusable salary is determined based on year-end base salary. The following table shows the measures and performance targets of our 2023 AIP approved by the HRCC at the beginning of each performance period:

  37. Annual Incentive Program

    | 2023 AIP Framework, Performance Targets & Results | | | | | | | | | | | Measures | 2022 Results | Threshold (25%) | Target (100%) | Stretch (200%) | Annual Weighting | 2023 Results | Measure Realization | | 1H 2023 | Revenue ($ millions) | $6,448 | $6,200 | $6,500 | $6,800 | 20% | $6,420 | 80.0% | | | Non-GAAP Gross Margin | 57.7% | 57.5% | 58.0% | 58.5% | 20% | 58.3% | 160.0% | | 2H 2023 | Revenue ($ millions) | $6,757 | $6,500 | $6,900 | $7,300 | 20% | $6,856 | 91.8% | | | Non-GAAP Gross Margin | 58.0% | 57.5% | 58.0% | 58.5% | 20% | 58.6% | 200.0% | | Annual | Sustainability Payout Factor | 17 pts | 10 pts | 14 pts | 18 pts | 20% | 13 pts | 81.3% | | | Annual NXP Payout Factor | | | | | | | 122.6% |

  38. Annual Incentive Program

    NXP’s performance in 2023 was a continuation of strong financial performance and solid performance against our sustainability goals. Non-GAAP gross margin expansion was very positive, increasing 60 basis points year-on-year versus 2022 and was at the high end of the target we communicated to our investors in 2021 that we expected to achieve during a three-year period. We believe the structure of the AIP helped motivate our NEOs, management team and broader team members to build this momentum. The following table lists the goals identified in our 2023 annual sustainability scorecard, explains why we chose each goal and describes the progress we've made toward meeting each goal within the past twelve months.

  39. Annual Incentive Program

    | 2023 Sustainability Scorecard Goal | Why Chosen | Achievement | Score/Possible Points | | Women Representation Increase women representation to 26.75% of overall indirect labor (IDL) population by year-end 2023 | Inclusion is a foundational part of our values of trust and respect. We recognize the importance of representation, value diversity, equality and inclusion, and respect the unique talents, experiences, backgrounds, cultures and ideas of our team members. To illustrate our commitment and make measurable progress, we established an aspirational goal for women representation of 30% by 2025 with interim milestones of achievement. | As of year-end 2023, women represented 25% of our IDL population, which was below our target for the year. This result was impacted by significantly lower hiring activity than planned in 2023. Though we did not meet our intended target, we were able to grow the population of women in indirect labor by 5%, higher than the overall 3% population growth rate. Of those team members that we hired during 2023, 30% were women which was a year over year improvement. | 0/3 | | Retention Retain global team members at a rate of ≥90% worldwide by year-end 2023 | Retention is crucial for both team members and NXP as it promotes stability and continuity within the organization, leading to increased innovation, productivity and efficiency. Retention also reflects a positive work culture and employee morale, as it demonstrates that NXP values and invests in our workforce, leading to higher job satisfaction and motivation. | Our 2023 retention rate was 93.5% globally, a marked improvement over previous years. This is a strong reflection of our focus on culture, growth, development and engagement. | 3/3 | | Well-Being Drive well-being strategy, network and tools focused on physical, emotional and financial well-being; design and implement team-member feedback survey to measure progress of well-being initiatives | At NXP, creating an innovation and growth culture means focusing on the personal growth of our team members from every perspective, including physical, mental, emotional and financial wellness. We aim to achieve this goal through our voluntary well-being program, which is uniquely designed to fit the personal needs and goals of our entire population. | We implemented a global well-being program at NXP focusing on team member well-being. Engagement in the program was higher than expected across all regions. Feedback was positive as measured by our Winning Culture Survey and above the external benchmark. | 2/3 | | Reduce Carbon Emissions Reduce carbon emissions to ≤1,036 kTons CO2e by year-end 2023 (Scope 1 and 2, IPCC 2006 standard)6 | Our roadmap to carbon neutrality includes annual emission-reduction targets to put NXP on a clearly defined path to reduce emissions in line with the goals of the Paris Agreement. | As of year-end, we exceeded our carbon emissions reduction goal and reduced our absolute carbon emissions to 842 kTons CO2e (IPCC2006). This result was due in part to investments in equipment and processes related to reducing emissions. However, it was also impacted by lower than expected production levels. Considering the effect of unexpected lower production, the HRCC adjusted the scoring of this goal to target level of performance versus the above target performance that was achieved on an absolute basis, determining that target level performance was achieved, but not exceeded. | 2/3 |

  40. Annual Incentive Program

    6 For purposes of the 2023 AIP, carbon emissions includes our Scope 1 and 2 emissions calculated using the Intergovernmental Panel on Climate Change (IPCC) 2006 methodology. During 2023, we have transitioned our carbon emissions data gathering and reporting systems to the IPCC 2019 methodology. We use the IPCC 2019 methodology for our other carbon emission reporting and expect to use the IPCC 2019 methodology in our compensation programs going forward.

  41. Annual Incentive Program

    | 2023 Sustainability Scorecard Goal | Why Chosen | Achievement | Score/Possible Points | | Renewable Electricity Increase use of renewable electricity usage to ˃39% | Because we have global manufacturing operations, including wafer fabrication and assembly and test, we recognize the importance of using renewable electricity to power our facilities. Renewable electricity is also an important component of our roadmap to carbon neutrality. | As of year-end, we achieved 39% usage of renewable electricity which is on target for this year. This achievement is driven by additional purchases of green electricity in 2023 in multiple manufacturing sites. | 2/3 | | Water Recycling Recycle an average 49.8% of water in manufacturing | We acknowledge water as an important part of our production processes and understand that, as a good steward, we should limit our use of water and seek to reuse it where possible. Since it's not currently technically feasible to drastically reduce the amount of water we use in manufacturing, we focus instead on increasing our recycling rate, so we use less incoming water. | As of year-end, we recycled 51% of the water we used as a result of projects initiated across our sites to reach our 2027 target. | 3/3 | | Sustainable Technology Set a baseline for NXP’s sustainability product portfolio by establishing the level of eligibility according to EU taxonomy of at least 80% of the NXP portfolio and mapping against the NXP sustainability framework | One of the key pillars of NXP’s sustainability strategy is our product portfolio. Going forward, NXP will need to provide a quantifiable measure of how our products impact sustainability objectives and how we invest our capital and operating expenditures regarding sustainability. | We were successful in evaluating our products for their sustainability contribution, however it was not completed by year end. Additionally, product portfolio mapping to the EU taxonomy was slightly below the 80% target. | 1/3 |

  42. Annual Incentive Program

    Below are the 2023 AIP payments that will be made to our NEOs in the second quarter of 2024 assuming they do not voluntarily leave the Company prior to the payout date.

  43. Annual Incentive Program

    | Name | 2023 AIP Payment ($) | | Kurt Sievers | 2,535,040 | | William Betz | 735,600 | | Christopher Jensen | 500,208 | | Andrew Micallef | 524,728 | | Jennifer Wuamett | 566,412 |

  44. Annual Incentive Program

    Note: The average exchange rate of 1.0829 (internal annual average rate) was used to convert from Euros to USD for Mr. Sievers whose AIP payment is paid in Euros. For 2024, the HRCC has determined to continue the 2023 AIP framework given the positive response from employees, shareholder feedback, clear alignment between pay and performance and the continued volatility in the semiconductor market. We will also continue to utilize the sustainability scorecard in order to continue momentum of our environmental and people aspirations. The HRCC has determined in 2024 to implement a non-GAAP operating margin threshold so that no payment related to the sustainability scorecard portion of the AIP will be made if non-GAAP operating margin does not meet or exceed the determined threshold, aligned with the financial model previously communicated to our investors, to help ensure appropriate shareholder return.

  45. Long-Term Incentive (“LTI”) Program

    Long-Term Incentive (“LTI”) Program A fundamental underpinning of our LTI program design is to align our NEOs’ and other key strategic decision makers’ interests with those of our shareholders. Our NEOs are critical to NXP’s long-term success, including driving our vision, strategy, and culture along with delivering results. In establishing the LTI program for 2023, consistent with previous years, the HRCC considered the following: •Expected long-term contribution of each role and individual •Competitive market practice for each role as compared to our Peer Group and general competitive talent market practice •Connection to shareholder interests through recognizing stock price appreciation •Input from shareholder engagement •Simplicity and relativity of the measure •Importance of establishing and retaining our high performing executive team •Appropriate balance between time-based and performance-based LTI NXP granted the following types of LTI awards to our NEOs in 2023:

  46. Long-Term Incentive (“LTI”) Program

    | LTI Award Type | Target Weighting | Vesting Schedule | Vesting Provisions | | PSUs | 70% | 100% after year 3 to the extent earned once results have been certified by the Committee | Performance-based contingent on NXP’s relative total shareholder return performance against the Peer Group with a vesting range of 0 – 200% | | RSUs | 30% | 1/3rd per year starting on the first anniversary of the grant date | Time-based |

  47. Long-Term Incentive (“LTI”) Program

    PSUs: For all grants made under our 2023 LTI program, the number of shares earned will be contingent upon NXP’s relative total shareholder return ("RTSR") performance versus the Peer Group from November 7, 2023 through November 6, 2026. The peer group used for this purpose is the same Peer Group described above in the section ‘Peer Group Analysis and Benchmarking.’ For the awards granted in 2023, the Committee evaluated the overall PSU program design, including the payout structure, considered shareholder feedback and determined not to make any changes from the previous year. The HRCC determined to continue RTSR as the performance measure used for our PSUs after reviewing other alternatives and evaluating the prevailing market practice. RTSR aligns directly with shareholder interests as it measures returns from stock price movements and dividends. The number of PSUs ultimately earned at the end of the three-year performance period will be based on the payout schedule in the table below, with the overall payout opportunity capped at 200% of target for performance at or above the 75th percentile of the Peer Group. There is also a secondary cap whereby the final number of PSUs earned will be capped at 100% of target if NXP’s total shareholder return for the performance period is negative, regardless of the Company’s relative performance compared to the Peer Group. Prevailing market practice within our Peer Group shows similar payout structure to that presented in the table below.

  48. Long-Term Incentive (“LTI”) Program

    | | NXP Relative TSR Percentile Rank vs. Peer Group | Target PSUs Vesting | | Maximum | 75th Percentile or Greater—Top Quartile | 200% | | Target | 50th Percentile—Third Quartile | 100% | | Threshold | 25th Percentile—Second Quartile | 25% | | | Less than 25th Percentile—First Quartile | 0% |

  49. Long-Term Incentive (“LTI”) Program

    For performance between the levels shown in the preceding table, the percentage of target PSUs that will vest will be determined using linear interpolation.

  50. Realization of Previously Granted PSU Awards

    Realization of Previously Granted PSU Awards Since establishing the PSU program in 2018, the awards have had the following performance realizations:

  51. Realization of Previously Granted PSU Awards

    | Year of Grant/Start of Performance Period | Year of Vest/End of the Performance Period | Performance Realization (% of target PSUs earned) | | 2020 | 2023 | 173.68% | | 2019 | 2022 | 84.21% | | 2018 | 2021 | 135.29% |

  52. Realization of Previously Granted PSU Awards

    This reflects a direct connection between our relative total shareholder return as compared to our Peer Group and demonstrates its intended relationship to pay. PSU performance is tracked throughout the performance period. Final results are then certified by an external consulting firm and are submitted for approval by the HRCC. RSUs: The RSUs granted to our NEOs vest 1/3rd per year starting on the first anniversary of the grant date. We believe that RSUs provide an important long-term retention incentive for our NEOs and further align their interests with those of our shareholders, but in accordance with our pay for performance philosophy, we limit the time-based RSUs to 30% of the LTI award grant value.

  53. 2023 Target LTI Awards

    2023 Target LTI Awards Following thoughtful consideration of all relevant factors including the competitive market, the complexity of and contribution to their role, and expected future growth and contribution, the HRCC approved the individual annual target LTI awards to our NEOs in November 2023 as follows, to be earned over the next three years. These grants were made in the customary granting cycle for NEOs and other employees. The grants are fully outlined in the Grants of Plan Based Awards on page 64. For the annual LTI award granted to our CEO, the HRCC considered many important factors including: •Revenue generation, solid profit growth and healthy free cash flow generation in 2023 •Exceptional leadership in advancing NXP’s strategy and the advancement of NXP's culture, purpose and values •Continued professionalism in handling the evolution of the leadership team •Customer support, inventory management and collaboration through supply chain challenges

  54. 2023 Target LTI Awards

    | Name | 2023 Target LTI Award Value ($) | 70% PSUs ($) | PSUs Granted (at Target) (#) | 30% RSUs ($) | RSUs Granted (#) | | Kurt Sievers | 15,400,000 | 10,780,000 | 58,020 | 4,620,000 | 24,866 | | William Betz | 3,000,000 | 2,100,000 | 11,303 | 900,000 | 4,844 | | Christopher Jensen | 2,750,000 | 1,925,000 | 10,361 | 825,000 | 4,441 | | Andrew Micallef | 2,700,000 | 1,890,000 | 10,173 | 810,000 | 4,360 | | Jennifer Wuamett | 2,750,000 | 1,925,000 | 10,361 | 825,000 | 4,441 |

  55. 2023 Target LTI Awards

    The number of shares awarded under the LTI program were determined by taking the target annual LTI award value and dividing it by the grant date closing price. For the annual LTI awards on November 7, 2023, the grant date closing price was $185.80. The amounts reported in the 2023 Summary Compensation Table reflect the grant date fair values (i.e., accounting values) of the awards, as required under U.S. Securities and Exchange Commission proxy disclosure rules, and not the target award value noted in the table above.

  56. Change of Control Policy

    Change of Control Policy The Board believes that having a clear, consistent policy that determines the appropriate treatment of our NEOs in the event of a change of control of the Company is in the best interest of NXP. This ensures our executives are able to fully focus on the potential transaction in the best interest of the shareholders, without concern for their own disposition. The change of control benefits for our NEOs are described in the table and narrative under the “Potential Payments Upon Termination of Change of Control Table” section of this proxy on page 68. All NEOs have a double-trigger provision such that, if they are involuntarily terminated without cause or leave with good reason (as defined in the applicable agreement) within 12 months following a change of control, they will receive the following benefits: •Severance payment of a minimum of 24 months of base pay and 2 times target bonus or the local regulatory program in their country of residence, whichever is higher •Accelerated vesting of outstanding unvested equity in accordance with the applicable equity plan or award agreement •For those NEOs who are either citizens of the United States or reside in the United States, 12 months of benefits continuation •Our NEOs are not entitled to excise tax gross-ups in connection with these payments

  57. Compensation Practices and Risk

    Compensation Practices and Risk The HRCC has oversight responsibility for evaluating risks related to the Company’s compensation policies and practices. The Committee believes our compensation programs balance an appropriate mix of short- and long-term performance objectives, cash- and equity-based compensation, and risks and rewards for our employees. Our programs incorporate key design features to mitigate the likelihood of excessive risk-taking behavior, including: •Reasonable performance goals established by the HRCC for the AIP incorporating top-line (e.g., revenue performance) and bottom-line (e.g., adjusted gross margin) business performance factors •All eligible NXP employees, including NEOs, are measured against the same business performance factors for AIP •A maximum payout of 200% of bonus target including individual performance factor under the AIP •Long-term incentive awards for our NEOs containing a mix of performance-based and time-based vesting, with the performance-based awards measured using relative total shareholder return performance over a three-year performance period •Our performance-based restricted share units have a maximum performance factor of 200%, or 100% if TSR is negative regardless of relative performance We have a strong internal control environment, including a written Code of Conduct as well as ethics and compliance training for all employees including our NEOs. Based on a review of our compensation program design including a risk assessment by the independent consultant, the HRCC believes that there are no significant risks and our policies and practices do not create risks that are reasonably likely to have a material negative impact on our Company.

  58. The Role of the Independent Consultant

    The Role of the Independent Consultant The HRCC has retained Mercer since 2014 to serve as its independent executive compensation consultant. Mercer provides advice directly to the HRCC. Other teams within Mercer and its affiliates perform services for us as described below. The individuals supporting the HRCC did not perform any services for us other than as directed by the HRCC. During fiscal 2023, Mercer advised the HRCC on a variety of subjects such as compensation plan design and trends, pay for performance analytics, external competitive compensation reference points, and other such matters. Mercer reports directly to the HRCC, participates in meetings as requested and communicates with the HRCC Chair between meetings, as necessary. The HRCC has the sole authority to: •Modify or approve Mercer’s compensation •Determine the nature and scope of its services •Evaluate its performance •Terminate the engagement and hire a replacement or additional consultant at any time As noted above, in 2023 other teams within Mercer or its affiliates provided services at the request of management to the Company not related to advising the HRCC on executive officer and director compensation matters. Fees paid to Mercer and its affiliates for services provided in 2023 related to executive and director compensation totaled approximately $384,000. Fees paid to Mercer and its affiliates for actuarial valuations of pension plans, market compensation survey data and consulting services related to broad-based employee benefit plans totaled approximately $337,000. In addition, Mercer acts as the broker of record for broad-based employee benefit plans in various countries in which we operate. As broker of record they received commissions directly from the benefit providers of approximately $433,000. In addition, in 2023, the Company paid Marsh, an affiliate of Mercer, approximately $100,000 for fees or commissions related to insurance brokerage services unrelated to employee benefit programs and site services. Additionally, as part of its insurance brokerage services, Marsh receives insurance premium payments from the Company which Marsh pays to insurance carriers on behalf of the Company. Because these other services were in the ordinary course of business, the HRCC did not specifically approve such services, although the HRCC reviewed these other services in connection with their independence review. Mercer informed us that it has safeguards and procedures in place to maintain independence in its executive compensation consulting practice. These safeguards include a rigidly enforced code of conduct, a policy against investing in client organizations and separation between Mercer’s executive compensation consulting and their other administrative and consulting business units from a leadership, performance measurement and compensation perspective. Specifically, Mercer has adopted Global Business Standards for Executive Compensation to manage actual or perceived conflicts of interest and ensure the integrity of their advice. It addresses how they manage the executive compensation consulting relationship, ensure the quality of consulting services and structure their business to prevent conflicts of interest. Mercer’s executive compensation consultants are not managed or rewarded based upon client revenue from other lines of business or other Marsh & McLennan (MMC) companies other than to the extent all employees benefit from overall success of MMC. The HRCC has assessed the independence of Mercer under NASDAQ listing standards and has concluded that no conflict of interest exists.

  59. Summary Compensation Table

    Summary Compensation Table The following table presents information regarding compensation of each of the NEOs for services rendered during the prior three fiscal years. A description of our compensation policies and practices as well as a description of the components of compensation payable to our NEOs is included above under “Compensation Discussion and Analysis.”

  60. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1)(2) | Stock Awards ($)(3) | Nonequity Incentive Plan Compensation ($)(1)(2)(4) | Change in Pension Value & Nonqualified Deferred Compensation Earnings ($)(1)(5) | All Other Compensation ($)(1)(6) | Total ($) | | Kurt Sievers Executive Director, President and Chief Executive Officer | 2023 | 1,192,923 | 16,852,540 | 2,535,040 | 420,849 | 122,390 | 21,123,742 | | | 2022 | 1,098,136 | 17,119,017 | 2,459,782 | — | 94,916 | 20,771,851 | | | 2021 | 1,181,800 | 16,314,944 | 3,331,790 | — | 83,358 | 20,911,892 | | William Betz Executive Vice President, Chief Financial Officer | 2023 | 570,000 | 3,283,044 | 735,600 | — | 24,412 | 4,613,056 | | | 2022 | 495,346 | 3,180,859 | 621,216 | — | 36,871 | 4,334,292 | | | 2021 | 351,115 | 2,913,589 | 525,000 | — | 22,435 | 3,812,139 | | Christopher Jensen Executive Vice President and Chief Human Resources Officer | 2023 | 510,000 | 3,009,558 | 500,208 | — | 20,233 | 4,039,999 | | | 2022 | 490,154 | 2,776,173 | 586,704 | — | 15,250 | 3,868,281 | | Andrew Micallef Executive Vice President and Chief Operations and Manufacturing Officer | 2023 | 535,000 | 2,954,875 | 524,728 | — | 43,843 | 4,058,446 | | | 2022 | 517,635 | 2,544,850 | 615,464 | — | 37,260 | 3,715,209 | | | 2021 | 317,308 | 3,193,031 | 488,105 | — | — | 3,998,444 | | Jennifer Wuamett Executive Vice President, General Counsel and Chief Sustainability Officer | 2023 | 563,750 | 3,009,558 | 566,412 | — | 19,600 | 4,159,320 | | | 2022 | 532,635 | 2,776,173 | 632,720 | — | 18,644 | 3,960,172 | | | 2021 | 494,654 | 2,564,043 | 774,354 | — | 17,000 | 3,850,051 | | 1.All amounts presented in the Summary Compensation Table, and in the supporting tables that follow, are expressed in U.S. dollars. Certain amounts payable to Mr. Sievers were paid in Euros. The exchange rate used for the purpose of the Summary Compensation Table and the supporting tables that follow is the average monthly rates for the full year: (i) 1.0829 for 2023, (ii) 1.0559 for 2022 and (iii) 1.1818 for 2021. 2.Mr. Micallef joined the Company on May 17, 2021; and therefore his salary and nonequity incentive plan compensation are prorated in 2021. 3.These amounts represent the aggregate weighted grant date fair value of RSU and PSU awards in the fiscal years shown. The stock award value is calculated in accordance with ASC 718. See Note 2—Significant Accounting Policies ‘Share-based compensation’ and Note 17— Share-based Compensation, both found in Part II, Item 8, “Financial Statements and Supplementary Data” in the Notes to Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 2023 for additional information. For a description of the grant terms, see the footnotes of the Grants of Plan-Based Awards table below. Assuming maximum achievement of performance metrics in the performance period, using the Company’s closing stock price on the date of grant and 200% of the target shares, the maximum values of the 2023 PSUs at the date of grant are as follows: Mr. Sievers— $21,560,232; Mr. Betz— $4,200,195; Mr. Jensen— $3,850,148; Mr. Micallef— $3,780,287; and Ms. Wuamett— $3,850,148. The realized value of these awards, if any, will not be determined until November 2026 based on the comparative RTSR over the performance period. 4.The payout amount for 2023 represents 122.6% of the NEO’s target AIP as discussed in the section ‘Annual Incentive Program’ above. The payout amounts for 2022 and 2021 represent 143.8% and 187.95%, respectively, of the NEO’s target AIP. 5.The amounts shown in this column represent the actuarial change in the present value of accrued benefit for the defined benefit plan of Mr. Sievers, as described in the ‘Pension Benefits’ table below. NXP does not maintain defined benefit plans except for those in countries where it is standard practice. Mr. Sievers is the only NEO who participates in a defined benefit pension plan in connection with his employment with our German subsidiary. 6.The 2023 amounts shown in the All Other Compensation column include the incremental cost to the Company of the following: –Mr. Sievers—amounts paid by the Company for residential security, international insurance, tax return preparation, a company car, and tax gross-up payments ($62,853) associated with the services included in ‘All Other Compensation’ –Mr. Betz—amounts paid by the Company for tax return preparation and Company 401(k) contributions ($16,500), and a tax gross-up payment for the tax return preparation services –Mr. Jensen—amounts paid by the Company for executive physical and Company 401(k) contributions ($16,500) –Mr. Micallef—amounts paid by the Company for home office allowance consistent with our other California employees, tax preparation, and Company 401(k) contributions ($16,500) and a tax gross-up payment for the tax return preparation services –Ms. Wuamett—amounts paid by the Company for executive physical and Company 401(k) contributions ($16,500). | | | | | | | |

  61. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table sets forth certain information regarding grants of plan-based awards to each of our NEOs for 2023 under our compensation programs and plans.

  62. Grants of Plan-Based Awards Table

    | | | | 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 or Stock Units (#)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | Plan Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Kurt Sievers | 2023 AIP | | 103,387 | 2,067,733 | 4,135,465 | | | | | | | | 2019 OIP | 11/7/2023 | | | | 14,505 | 58,020 | 116,040 | | 12,415,700 | | | 2019 OIP | 11/7/2023 | | | | | | | 24,866 | 4,436,840 | | William Betz | 2023 AIP | | 30,000 | 600,000 | 1,200,000 | | | | | | | | 2019 OIP | 11/7/2023 | | | | 2,826 | 11,303 | 22,606 | | 2,418,729 | | | 2019 OIP | 11/7/2023 | | | | | | | 4,844 | 864,315 | | Christopher Jensen | 2023 AIP | | 20,400 | 408,000 | 816,000 | | | | | | | | 2019 OIP | 11/7/2023 | | | | 2,590 | 10,361 | 20,722 | | 2,217,150 | | | 2019 OIP | 11/7/2023 | | | | | | | 4,441 | 792,408 | | Andrew Micallef | 2023 AIP | | 21,400 | 428,000 | 856,000 | | | | | | | | 2019 OIP | 11/7/2023 | | | | 2,543 | 10,173 | 20,346 | | 2,176,920 | | | 2019 OIP | 11/7/2023 | | | | | | | 4,360 | 777,955 | | Jennifer Wuamett | 2023 AIP | | 23,100 | 462,000 | 924,000 | | | | | | | | 2019 OIP | 11/7/2023 | | | | 2,590 | 10,361 | 20,722 | | 2,217,150 | | | 2019 OIP | 11/7/2023 | | | | | | | 4,441 | 792,408 | | 1.Future payouts under the Annual Incentive Program (AIP) are shown in USD from 5% if threshold of the Sustainability Scorecard portion is met but not exceeded and no other portion of the AIP is earned; target if performance target is achieved at 100% and a maximum of 200% of target AIP using the salary and target AIP as of December 31, 2023 per the terms of the 2023 AIP as described above. Actual 2023 AIP payments are listed in the Summary Compensation Table. 2.These amounts represent the number of performance share units granted to Messrs. Sievers, Betz, Jensen and Micallef, and Ms. Wuamett as part of the 2023 annual grant under the NXP Semiconductors N.V. 2019 Omnibus Incentive Plan ("2019 OIP"). Each PSU, which cliff vests on the third anniversary of the date of grant, entitles the grant recipient to receive from 0 to 2 common shares for each of the target units awarded based on the relative total shareholder return (RTSR) of the Company’s share price as compared to the Peer Group. See Long-term Incentive (LTI) Program above for a more detailed descriptions of the terms of these awards. 3.These amounts represent the number of RSUs granted to Messrs. Sievers, Betz, Jensen and Micallef, and Ms. Wuamett as part of the 2023 annual grant under the 2019 OIP. These awards vest in equal installments on the first, second and third anniversary of the date of grant, subject to continued employment through the applicable vesting date. See Long-term Incentive (LTI) Program for a more detailed descriptions of the terms of these awards. 4.Amounts in this column represent the weighted average grant date fair value of awards granted in fiscal year 2023 calculated in accordance with ASC 718. With respect to the PSUs, in accordance with SEC rules, amounts reflect the fair value at the grant date determined using a Monte-Carlo simulation model and based upon a discounted cash flow analysis of the probability-weighted payoffs of a share-based payment assuming a variety of possible stock price paths. It represents the estimate of aggregate compensation cost to be recognized over the requisite service period determined as of the grant date under ASC 718 resulting in a per share grant date value of $213.99. The fair value for RSUs is determined by using the grant date closing price corrected for future dividend payments resulting in fair value of $178.43 per share for grants. The Monte Carlo Simulation value used in calculating the value of PSUs was determined based on the following: the valuation date was November 7, 2023; the NXP share price on the grant date was $185.80; the performance period was November 7, 2023 to November 6, 2026; the volatility assumption was 38.96%; and the initial TSR performance of -0.22%. PSUs are subject to a RTSR performance hurdle, where vesting is dependent on NXP’s TSR performance relative to its Peer Group. TSR is based on the average closing share price over the 20 trading days prior to the start of the Performance Period compared to the average closing share price over the 20 trading days up to and including the end of the Performance Period. Dividends were assumed to be re-invested on the ex-dividend date. | | | | | | | | | | |

  63. Outstanding Equity Awards at Year-End Table

    Outstanding Equity Awards at Year-End Table The following table summarizes the number of securities underlying outstanding equity awards for each of our NEOs as year-end 2023, using the December 29, 2023 closing stock price of $229.68. None of the NEOs had outstanding option awards on December 31, 2023.

  64. Outstanding Equity Awards at Year-End Table

    | | Share Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | (a) | (g) | (h)(1) | (i) | (j)(1) | | Kurt Sievers | 6,778(2) | 1,556,771 | | | | | 19,494(3) | 4,477,382 | | | | | 24,866(4) | 5,711,223 | | | | | | | 94,888(6) | 21,793,876 | | | | | 136,452(7) | 31,340,295 | | | | | 116,040(8) | 26,652,067 | | William Betz | 1,211(2) | 278,142 | | | | | 3,622(3) | 831,901 | | | | | 4,844(4) | 1,112,570 | | | | | | | 16,946(6) | 3,892,157 | | | | | 25,354(7) | 5,823,307 | | | | | 22,606(8) | 5,192,146 | | Christopher Jensen | 1,090(2) | 250,351 | | | | | 3,162(3) | 726,248 | | | | | 4,441(4) | 1,020,009 | | | | | | | 15,250(6) | 3,502,620 | | | | | 22,128(7) | 5,082,359 | | | | | 20,722(8) | 4,759,429 | | Andrew Micallef | 1,584(5) | 363,813 | | | | | 920(2) | 211,306 | | | | | 2,898(3) | 665,613 | | | | | 4,360(4) | 1,001,405 | | | | | | | 12,878(6) | 2,957,819 | | | | | 20,284(7) | 4,658,829 | | | | | 20,346(8) | 4,673,069 | | Jennifer Wuamett | 1,066(2) | 244,839 | | | | | 3,162(3) | 726,248 | | | | | 4,441(4) | 1,020,009 | | | | | | | 14,912(6) | 3,424,988 | | | | | 22,128(7) | 5,082,359 | | | | | 20,722(8) | 4,759,429 |

  65. Outstanding Equity Awards at Year-End Table

    | 1.Market value is calculated based on the closing price of NXP’s common stock on December 29, 2023 as reported on the Nasdaq equaling $229.68 2.RSUs granted under the terms and conditions of the 2019 OIP on November 2, 2021. The restricted stock unit vests in equal installments on the first, second and third anniversary of the date of grant, subject to continued employment through the applicable vesting date. 3.RSUs granted under the terms and conditions of the 2019 OIP on November 1, 2022. The restricted stock unit vests in equal installments on the first, second and third anniversary of the date of grant, subject to continued employment through the applicable vesting date. 4.RSUs granted under the terms and conditions of the 2019 OIP on November 7, 2023. The restricted stock unit vests in equal installments on the first, second and third anniversary of the date of grant, subject to continued employment through the applicable vesting date. 5.RSUs granted under the terms and conditions of the 2019 OIP on August 3, 2021 as a new hire grant to Mr. Micallef. The restricted stock unit vests in equal installments on the first, second and third anniversary of the date of grant, subject to continued employment through the applicable vesting date. 6.PSUs granted under the terms and conditions of 2019 OIP on November 2, 2021. These awards vest 100% on November 1, 2024 subject to performance achievement based on relative TSR compared to the Peer Group. Maxim Integrated Products will be excluded from the calculation of relative total shareholder return since its acquisition occurred prior to the start of the performance period. In accordance with SEC requirements, as results indicate achievement between target and maximum performance, the amounts reflected above are the maximum amounts. Based on actual performance as of December 29, 2023, the performance would be 152.63% of target resulting in a vesting of 72,414, 12,932, 11,638 and 9,828 shares for Messrs. Sievers, Betz, Jensen and Micallef respectively and 11,380 shares for Ms. Wuamett. After the end of the performance period, NXP’s TSR will be compared to those of the Peer Group pursuant to the Relative TSR performance and payout scale to determine the level of vesting, which will be certified by or on behalf of the Board. 7.PSUs granted under the terms and conditions of 2019 OIP on November 1, 2022. These awards vest 100% on October 31, 2025 subject to performance achievement based on relative TSR compared to the Peer Group. In accordance with SEC requirements, as results indicate achievement between target and maximum performance, the amounts reflected above are the maximum amounts. Based on actual performance as of December 29, 2023, the performance would be 185.71% of target resulting in a vesting of 126,703, 23,542, 20,547 and 18,835 shares for Messrs. Sievers, Betz, Jensen and Micallef respectively and 20,547 shares for Ms. Wuamett. After the end of the performance period, NXP’s TSR will be compared to those of the Peer Group pursuant to the Relative TSR performance and payout scale to determine the level of vesting, which will be certified by or on behalf of the Board. 8.PSUs granted under the terms and conditions of 2019 OIP on November 7, 2023. These awards vest 100% on November 6, 2026 subject to performance achievement based on relative TSR compared to the Peer Group. In accordance with SEC requirements, as results indicate achievement between target and maximum performance, the amounts reflected above are the maximum amounts. Based on actual performance as of December 31, 2023, the performance would be 166.67% of target resulting in a vesting of 96,702, 18,839, 17,269 and 16,955 shares for Messrs. Sievers, Betz, Jensen and Micallef respectively and 17,269 shares for Ms. Wuamett. After the end of the performance period, NXP’s TSR will be compared to those of the Peer Group pursuant to the Relative TSR performance and payout scale to determine the level of vesting, which will be certified by or on behalf of the Board. |

  66. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table shows the value realized for stock options that were exercised and restricted stock unit and performance stock unit awards vested during 2023.

  67. Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares acquired on exercise (#) | Value Realized on exercise ($)(1) | Number of shares acquired on vesting (#) | Value Realized on vesting ($)(2) | | Kurt Sievers | — | — | 127,764 | 23,133,817 | | William Betz | — | — | 7,101 | 1,260,437 | | Christopher Jensen | — | — | 18,412 | 3,333,601 | | Andrew Micallef | — | — | 3,952 | 751,130 | | Jennifer Wuamett | 8,394 | 953,025 | 24,373 | 4,397,604 | | 1.The value realized is calculated by multiplying (i) the number of shares acquired under the option exercise by (ii) the difference between closing price of the Company’s common shares at the time of exercise and the exercise price of the options. 2.The value realized is calculated by multiplying (i) the number of shares released upon the RSU or PSU award vesting by (ii) the closing price of the Company’s common shares on the day prior to the vest date, or the previous business day if the market was closed on the day prior to the vest date. This amount includes the restricted share units and performance share units granted in previous years that vested in 2023 according to the terms and conditions of the applicable equity award agreements including performance share units granted on October 27, 2020 for Messrs. Sievers, Betz and Jensen and Ms. Wuamett which vested in 2023 at a 173.68% achievement realization. | | | | |

  68. Pension Benefits

    Pension Benefits The following table sets forth certain information with respect to the potential benefits to Mr. Sievers as of December 31, 2023. No other NEO participates in a Company-sponsored defined benefit pension plan.

  69. Pension Benefits

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Kurt Sievers | Germany DBP | 25 | 4,178,854 | — |

  70. Pension Benefits

    In connection with Mr. Sievers’ employment by our German subsidiary, NXP Semiconductors Germany GmbH, he participates in the Defined Benefit Plan offered by that subsidiary (the “Germany DBP”). This Germany DBP is closed to new employees but was available to all eligible employees of that subsidiary until December 31, 2006. The value in this table has been converted from Euros using the rate of 1.0829, the average euro to U.S. dollar conversation rate for 2023. Under the Germany DBP, participants receive notional contributions that are credited to their personal pension accounts in an amount of 11% of monthly base salary in excess of a calculated social security contribution ceiling that does not factor in the 2003 exceptional adjustment step (leading to a 2023 ceiling value of €6,550/month), less the additional contribution paid by the employer in the staff pension insurance. Contributions and returns on investments accumulated at retirement (normal retirement age is defined as between 60 – 67) are converted into an annuity based on fixed standard actuarial factors as mentioned in the plan rules. The Germany DBP also provides for certain disability, widow(er) and orphan beneficiary pension benefits. In calculating the amounts shown in the column titled “Present Value of Accumulated Benefit” in the table above, we calculated the amounts reflected for Mr. Sievers in accordance with ASC 715 using the following assumptions: a calculation date of December 31, 2023, a 3.30% discount rate, a 2.25% pension increase rate, retirement occurring at age 63, and applicability of the “Heubeck-Richttafeln 2018 G” mortality table.

  71. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control The following table shows the estimated value of potential payments that each NEO would be entitled to receive upon termination of employment in connection with specific events. The amounts shown below assume that the termination of employment or change of control occurred on December 31, 2023. Where benefits are based on the market value of NXP’s common stock, the table below uses the closing price of NXP’s common stock as reported on the Nasdaq on December 29, 2023 ($229.68 per share). To the extent applicable, the terms and conditions of our employment, change of control and severance agreements with our NEOs, are discussed above under “Employment Arrangements of Named Executive Officers” and “Compensation Discussion and Analysis—Key Policies and Practices; Change of Control.” Amounts shown below are in USD and do not include (i) benefits earned during the term of the NEO’s employment that are available to all benefit-eligible salaried employees, (ii) the value of vested equity awards and (iii) the value of retirement benefits that are reported in the tables above.

  72. Potential Payments upon Termination or Change of Control

    | Name | Payment Type | Involuntary Separation / Termination at the Convenience of the Company ($)(1) | Death ($)(2) | Disability ($)(3) | Change of Control with Termination within 12 months ($)(4) | Retirement($)(5) | Involuntary Termination for Cause or Voluntary Resignation ($)(6) | | Kurt Sievers | Equity Related Payments | 28,258,449 | 79,689,084 | 28,258,449 | 79,689,084 | — | — | | | Cash Payments | 4,967,667 | 2,535,040 | 4,967,667 | 9,103,133 | — | — | | | Total | 33,226,116 | 82,224,124 | 33,226,116 | 88,792,217 | — | — | | William Betz | Equity Related Payments | 5,170,786 | 14,926,903 | 5,170,786 | 14,926,903 | — | — | | | Cash Payments | 1,335,600 | 735,600 | 735,600 | 3,135,600 | — | — | | | Benefits Continuation | — | — | — | 23,847 | — | — | | | Total | 6,506,386 | 15,662,503 | 5,906,386 | 18,086,350 | — | — | | Christopher Jensen | Equity Related Payments | 4,590,155 | 13,355,203 | 4,590,155 | 13,355,203 | — | — | | | Cash Payments | 1,010,208 | 500,208 | 500,208 | 2,336,208 | — | — | | | Benefits Continuation | — | — | — | 23,847 | — | — | | | Total | 5,600,363 | 13,855,411 | 5,090,363 | 15,715,258 | — | — | | Andrew Micallef | Equity Related Payments | 4,366,906 | 12,719,678 | 4,366,906 | 12,719,678 | — | — | | | Cash Payments | 1,059,728 | 524,728 | 524,728 | 2,450,728 | — | — | | | Benefits Continuation | — | — | — | 23,847 | — | — | | | Total | 5,426,634 | 13,244,406 | 4,891,634 | 15,194,253 | — | — | | Jennifer Wuamett | Equity Related Payments | 4,543,300 | 13,290,433 | 4,543,300 | 13,290,433 | — | — | | | Cash Payments | 1,143,912 | 566,412 | 566,412 | 2,645,412 | — | — | | | Benefits Continuation | — | — | — | 26,555 | — | — | | | Total | 5,687,212 | 13,856,845 | 5,109,712 | 15,962,400 | — | — |

  73. Potential Payments upon Termination or Change of Control

    | 1.In the event of an involuntary separation or termination at the convenience of the Company (other than for cause, as defined in the applicable employment agreement and equity plan or award agreement), estimated value of payments includes the following: Cash Payments: All NEOs would receive the 2023 AIP payment earned. Amount for Mr. Sievers also includes two times his gross annual base salary as specified in the Secondment Addendum, which is subject to signing a general release of claims; amount for Messrs. Betz, Jensen and Micallef and Ms. Wuamett also includes one times gross annual base salary as specified in their employment agreement, which is subject to signing a general release of claims in favor of NXP. Equity Related Payments: RSUs: Amounts represent the value of the accelerated vesting of the 2021, 2022 and 2023 RSU awards prorated from the grant date to termination date as per the terms of the equity award documents. PSUs: Amounts represent the value of the 2021, 2022 and 2023 PSU awards prorated from the grant date to termination date as per the terms of the equity award documents using the share delivery factor based on actual performance results as of December 31, 2023—152.63% for the 2021 PSUs; 185.71% for the 2022 PSUs; and 166.67% for 2023 PSUs. The prorated portion of the PSUs would not be delivered until the PSUs’ original vesting date (as stated in the applicable equity award agreement) and is subject to the final share delivery factor based on the achievement and certification by or on behalf of the Board of the relevant performance goals during the award’s original performance period. 2. In the event of death while still employed by NXP, estimated value of payments includes the following: Cash Payments: All NEOs would receive the 2023 AIP payment earned. Equity Related Payments: In the event of death the applicable equity award agreements provide that all outstanding and unvested equity awards at the time of death to vest as soon as administratively practicable thereafter, except that in the case of PSU awards, such vesting will be subject to the performance targets being met. RSUs: Amounts represent the value of the accelerated vesting of the 2021, 2022 and 2023 RSU awards. PSUs: Amounts represent the value of the 2021, 2022 and 2023 PSU awards as per the terms of the equity award documents using the share delivery factor based on actual performance results as of December 31, 2023—152.63% for the 2021 PSUs; 185.71% for the 2022 PSUs; and 166.67% for 2023 PSUs. The PSUs would not be delivered until the PSUs’ original vesting date (as stated in the applicable equity award agreement) and is subject to the final share delivery factor based on the achievement and certification by or on behalf of the Board of the relevant performance goals during the award’s original performance period. 3.In the event of disability while still employed by NXP, estimated value of payments includes the following: Cash Payments: All NEOs would receive the 2023 AIP payment earned. Amount for Mr. Sievers also includes two times his gross annual base salary as specified in the Secondment Addendum, which is subject to signing a general release of claims; no additional payment would be made for Messrs. Betz, Jensen and Micallef and Ms. Wuamett. Equity Related Payments: RSUs: Amounts represent the value of the accelerated vesting of the 2021, 2022 and 2023 RSU awards prorated from the grant date to termination date as per the terms of the equity award documents. PSUs: Amounts represent the value of the 2021, 2022 and 2023 PSU awards prorated from the grant date to termination date as per the terms of the equity award documents using the share delivery factor based on actual performance results as of December 31, 2023—152.63% for the 2021 PSUs; 185.71% for the 2022 PSUs; and 166.67% for 2023 PSUs. The prorated portion of the PSUs would not be delivered until the PSUs’ original vesting date (as stated in the applicable equity award agreement) and is subject to the final share delivery factor based on the achievement and certification by or on behalf of the Board of the relevant performance goals during the award’s original performance period. 4.In the event of a termination within 12 months following a change of control either by the Company or by the NEO for good reason, in either case not under certain conditions involving misconduct (also known as double trigger), estimated value of payments includes the following (amounts assume that both the change of control and termination occur on December 31, 2023): Cash Payments: All NEOs would receive the 2023 AIP payment earned. Amounts also include two times gross annual base salary and two times target annual AIP payment for each NEO as specified in the Change of Control Severance Policy. Equity Related Payments: RSUs: Amounts represent the value of the accelerated vesting of the 2021, 2022 and 2023 RSU awards as per the terms of the equity award documents. PSUs: Amounts represent the value of the 2021, 2022 and 2023 PSU awards as per the terms of the equity award documents using the share delivery factor based on actual performance results as of December 31, 2023—152.63% for the 2021 PSUs; 185.71% for the 2022 PSUs; and 166.67% for 2023 PSUs. In the case of a change of control, the performance period would end effective as of the date of the change of control, assumed here as December 31, 2023, and the share delivery factor would be determined as of that date, subject to determination and certification by or on behalf of the Board. Benefits Continuation: Amounts represent an approximate cost for benefits continuation as specified in the Change of Control Severance Policy for Messrs. Betz, Jensen and Micallef and Ms. Wuamett, who are US citizens or residents. 5.No NEO is currently eligible for retirement, as defined in the 2021, 2022 and 2023 equity award agreements and the 2023 AIP as the participant’s termination of employment where the participant has attained both five (5) years of service with NXP and age sixty (60). 6.All unvested equity will be cancelled. No cash payments would be made. |

  74. Potential Payments upon Termination or Change of Control

    Our equity awards agreements contain non-solicitation and non-competition provisions that are effective for 12 months following the termination of employment. Except as described above, unvested equity awards lapse if a participant’s employment terminates and such participant is no longer employed by NXP. If there is a violation by the participant of any provisions contained in the applicable equity award, plan or grant letter, then the equity award lapses on the date of such violation. The equity award agreements also require participants to execute and deliver a general release of claims upon termination.

  75. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure The annual total compensation for the median employee of NXP (other than our Chief Executive Officer) in 2023 was $62,028. The annual total compensation for our Chief Executive Officer was $21,123,742. We used the total compensation for Mr. Sievers, our CEO, as reported in the 2023 Summary Compensation Table. Based on this information, the ratio of the annual total compensation of our CEO to the annual total compensation of the median employee was approximately 341:1. We have a global workforce operating in over 30 countries. Our locations in China, Malaysia, Taiwan and Thailand have significant manufacturing activities and represent a total headcount of approximately 46% of our global population as of December 31, 2023. Excluding employees from those four countries, the global average base pay would be approximately $84,000. We have used the same median employee as was used in the 2022 proxy statement CEO Pay Ratio disclosure. In 2022, to identify the median employee, we used the following methodology: •We identified our median employee by considering our employee population as of December 31, 2022 •To determine the median employee, we used a consistently applied compensation measure that included annualized base pay, local allowances, AIP or sales incentive plan at target and the approved value of the annual equity awards granted during 2022 •We applied the exchange rate we utilize in our HR recordkeeping system as of December 31, 2022 •Salaries were annualized for all employees who were hired or were on an unpaid leave during the fiscal year To determine the pay ratio: •We calculated the 2023 compensation elements for the median employee in accordance with the requirements of item 402(c)(2)(x) of the SEC’s Regulation S-K. The median employee resides in the US in a fabrication equipment operator role.

  76. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with Item 402(v) of Regulation S-K, which was adopted by the Securities and Exchange Commission in 2022 pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing the following disclosure regarding executive compensation versus Company performance for the fiscal years listed below. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by NEOs.

  77. Pay Versus Performance Disclosure

    | Year | Summary Compen-sation Table Total for Richard Clemmer ($)1 | Compen- sation Actually Paid to Richard Clemmer ($)1,2 | Summary Compen-sation Table Total for Kurt Sievers ($)1 | Compen- sation Actually Paid to Kurt Sievers ($)1,2 | Average Summary Compen- sation Table Total for Non-PEO NEOs ($)1 | Average Compen- sation Actually Paid to Non-PEO NEOs ($)1,2 | Value of initial fixed $100 investment based on:3 | | Net Income ($ in millions) | Revenue ($ in millions) | Non-GAAP Gross Margin4 | | | | | | | | | Company TSR ($) | Philadelphia Sox Index TSR ($) | | | | | 2023 | n/a | n/a | 21,123,742 | 47,273,053 | 4,217,705 | 8,167,390 | 192.49 | 238.72 | 2,797 | 13,276 | 58.5% | | 2022 | n/a | n/a | 20,771,851 | 4,693,294 | 3,969,488 | 2,053,189 | 129.76 | 142.94 | 2,787 | 13,205 | 57.9% | | 2021 | n/a | n/a | 20,911,892 | 43,710,558 | 3,649,332 | 8,137,948 | 183.30 | 219.51 | 1,871 | 11,063 | 56.1% | | 2020 | 2,256,509 | 15,746,714 | 19,253,302 | 25,421,027 | 3,366,167 | 5,613,773 | 126.56 | 153.66 | 52 | 8,612 | 51.1% |

  78. Pay Versus Performance Disclosure

    1.For fiscal year 2020 Richard Clemmer served as our PEO through May 27, 2020. Kurt Sievers was appointed as our PEO on May 27, 2020 and has served as our PEO since that date. The Non-PEO NEOs for whom the average compensation is presented in this table are: (i) for fiscal year 2020, Peter Kelly, David Reed, Steven Owen and Jennifer Wuamett; (ii) for fiscal year 2021, Peter Kelly, William Betz, Andrew Micallef, Steven Owen and Jennifer Wuamett; and (iii) for fiscal years 2022 and 2023, William Betz, Christopher Jensen, Andrew Micallef and Jennifer Wuamett. 2.The amounts shown as Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S‑K and do not reflect compensation actually realized or received by a PEO or the other NEOs. Mr. Sievers is the only NEO who has participated in a pension during the reporting years. The amounts shown as Compensation Actually Paid reflect total compensation as set forth in the Summary Compensation Table ("SCT") for each year, adjusted as required. The following table details those adjustments for 2023.

  79. Pay Versus Performance Disclosure

    | Year | | Summary Compen- sation Table Total ($) | Grant Date Fair Value of Equity Awards Granted During Applicable Year from SCT ($) ( — ) | Year-End Fair Value of Equity Awards Granted During Applicable Year ($) ( + ) | Change in Fair Value as of Year-End of Any Prior Year Awards that Remain Unvested as of Year-End ($) ( + ) | Change in Fair Value as of the Vesting Date of Any Prior Year Awards that Vested During Applicable Year ($) ( + ) | Change in Pension Value for the Applicable Year from SCT ($) ( — ) | Pension Service Costs Attributable to the Applicable Year ($) ( + ) | Compensation Actually Paid ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | 2023 | Kurt Sievers (PEO) | 21,123,742 | 16,852,540 | 21,850,329 | 13,996,252 | 7,402,880 | 420,849 | 173,239 | 47,273,053 | | 2023 | Average Non-PEO NEO | 4,217,705 | 3,064,259 | 3,972,990 | 2,296,837 | 744,117 | N/A | N/A | 8,167,390 |

  80. Pay Versus Performance Disclosure

    For the equity values included in the above tables, the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant. Equity values are calculated in accordance with FASB ASC Topic 718. PSU awards outstanding as of December 31 of the reporting year have been valued using a Monte Carlo simulation. RSU awards outstanding as of December 31 of the reporting year have been valued using the value date closing stock price discounted for future dividend payments. The fair values as of the vesting date are calculated using the closing share price on the day prior to the vesting date. No dividends or dividend equivalents are paid or earned on unvested equity awards and no equity awards were granted and vested in the same year. 3.The Peer Group Total Shareholder Return ("TSR") set forth in this table utilizes the Philadelphia Stock Exchange Semiconductor Index (“Philadelphia Sox Index”), which we also utilize in the stock performance graph in our Annual Report on Form 10-K. The comparison assumes $100 was invested for the period starting December 31, 2019 through the last trading day of the reporting year in the Company and in the Philadelphia Sox Index, respectively, assuming the reinvestment of any dividends. Historical stock performance is not necessarily indicative of future stock performance. 4.We are providing this as a supplement financial measure. Non-GAAP Gross Margin is a non-GAAP financial measure. We calculate Non-GAAP gross margin by adjusting Gross Margin to exclude the effects of purchase price accounting, restructuring, stock-based compensation, merger-related costs, and other incidentals. These measures should not be considered as a substitute for, or superior to, the measures of financial performance prepared in accordance with GAAP. Appendix A to this Proxy Statement quantifies and reconciles this measure to the comparable US GAAP financial measure.

  81. Relationship Between Performance Measures and Compensation Actually Paid

    Relationship Between Performance Measures and Compensation Actually Paid Below are graphic representations that help illustrate the relationship between 'compensation actually paid' ("CAP") and the financial measures in the table above as well as the relationship of NXP’s TSR and the TSR of the Philadelphia SOX Index as well as the S&P 500 Index as a supplemental measure. CAP, as required under SEC rules, reflects adjusted values to unvested and vested equity awards during the years shown in the table based on year-end stock prices, various accounting valuation assumptions, and projected performance modifiers but does not reflect actual amounts paid out for those awards. Because our NEO compensation is heavily weighted on equity, specifically performance based equity, the largest determinants of CAP are year over year changes in NXP’s stock price, realized achievement on PSUs awards that vested during the reporting year and projected PSU realizations on the unvested PSU awards in the form of Monte Carlo valuations.