On Semiconductor Corp DEF 14A, filed Apr 6, 2023

On Semiconductor Corp (ON)

DEF 14A 2023-04-06

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Added on June 12, 2026

About this DEF 14A

On Semiconductor Corp filed this DEF 14A on April 6, 2023.

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☐						Preliminary Proxy Statement

☐						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒						Definitive Proxy Statement

☐						Definitive Additional Materials

☐						Soliciting Material Pursuant to §240.14a-12


☒						No fee required.

☐						Fee paid previously with preliminary materials.

☐						Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11



		Board Recommendation	Page Reference
1	To elect nine directors nominated by our Board of Directors	FOR	4
2	To vote on an advisory (non-binding) resolution to approve the compensation of our named executive officers	FOR	25
3	To vote on the frequency of future advisory votes on executive compensation	1 YEAR	26
4	To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2023	FOR	59


PROXY STATEMENT SUMMARY			1
2023 Annual Meeting of Stockholders			1
Matters to be Voted On			1
2022 Performance Highlights			1
Proxy Voting Roadmap			2
THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			4
Prop osal No. 1: Election of Directors			4
Our Board at a Glance			5
Overview of our Corporate Governance Practices			11
Board Diversity and Director Qualifications			13
Board Independence and Related Party Transactions			14
Board and Committee Meetings and Attendance			14
Committees of the Board			15
Annual Board and Committee Self-Evaluations			18
Majority Voting for Directors			19
Role of the Board in Risk Oversight			19
Ethics and Compliance Pr o gram			20
Environmental, Social and Sustainability Initiatives			20
Legal Compliance			22
2022 Compensation of Directors			23
COMPENSATION OF EXECUTIVE OFFICERS			25
Proposal No. 2: Advisory Vote to Approve Named Executive Officer Compensation (Say-on-Pay)			25
Proposal No. 3: Advisory Vote on Frequency of Future Say-on-Pay Votes			26
Compensation Discussion and Analysis			26
Human Capital and Compensation Committee Interlocks and Insider Participation			41
Compensation Committee Report			41
Summary Compensation Table			42
Grants of Plan-Based Awards in 2022			43
Other Material Factors — Summary Compensation Table and Grants of Plan -Based Awards in 2022 Table			44
Outstanding Equity Awards at Fiscal Year-End 2022			44
2022 Stock Vested			46
Employment, Severance and Change in Control Agreements			46
Potential Payments upon Termination of Employment or Change in Control			50


onsemi 2022 Pay Ratio Disclosure			55
2022 Pay versus Performance			56
AUDIT COMMITTEE M ATTERS			59
Proposal No. 4: Ratification of Selection of Independent Registered Public Accounting Firm			59
Audit Committee Report			59
Independent Registered Public Accounting Firm			61
STOCK OWNERSHIP			62
Principal Stockholders			62
Share Ownership of Directors and Executive Officers			63
Hedging and Pledging Restrictions			63
Director and Officer Stock Ownership and Retention Guidelines			64
Equity Compensation Plan Information			65
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS, ANNUAL MEETING AND VOTING			65
MISCELLANEOUS INFORMATION			69
Annual Report/Form 10-K			69
Stockholders Sharing the Same Address			69
Stockholder Communications with the Board of Directors			69
Stockholder Nominations and Proposals (Non-Proxy Access)			70
Proxy Access Nominations			71
APPENDIX — Reconciliation of Non-GAAP Financial Information			72


Abbreviated Term			Defined Term
Board			Board of Directors of ON Semiconductor Corporation
CD&A			Compensation Discussion and Analysis section of this proxy statement
Company, onsemi, we or us			ON Semiconductor Corporation
Exchange Act			Securities Exchange Act of 1934, as amended
ESPP			ON Semiconductor Corporation 2000 Employee Stock Purchase Plan, as amended
FASB ASC			Accounting Standards Codification of the Financial Accounting Standards Board
FW Cook			Frederic W. Cook & Co., Inc., which was appointed to serve as the HCC Committee’s independent compensation consultant beginning August 2022
GAAP			U.S. generally accepted accounting principles
GS Committee			Governance and Sustainability Committee of the Board
HCC Committee			Human Capital and Compensation Committee of the Board
LTI			long-term incentive
Nasdaq			Nasdaq Global Select Market LLC
PCAOB			Public Company Accounting Oversight Board
PwC			PricewaterhouseCoopers LLP, our independent registered public accounting firm
Pearl Meyer			Pearl Meyer & Partners, LLC, which served as the HCC Committee’s independent compensation consultant through July 2022
SCT			Summary Compensation Table
SEC			Securities and Exchange Commission
SIP			ON Semiconductor Corporation Amended and Restated Stock Incentive Plan, as amended
SiC			Silicon carbide
STI			short-term incentive
Securities Act			Securities Act of 1933, as amended


Items of Business
		Board Recommendation	Page Reference
1	To elect nine directors nominated by our Board of Directors	FOR	4
2	To vote on an advisory (non-binding) resolution to approve the compensation of our named executive officers	FOR	25
3	To vote on the frequency of future advisory votes on executive compensation	1 YEAR	26
4	To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2023	FOR	59


Age Distribution	Gender	Tenure	Geography/International


The Board is committed to balancing the age and experience of its members. All directors nominees are below the mandatory retirement age of 75.	There are seven male and two female director nominees.	The tenure of the director nominees demonstrates the Board’s commitment to balancing experience and refreshment.	All nominees for director have international experience, and one is based outside of the United States.


	WHAT WE DO		WHAT WE DO NOT DO
ü	Independent Board Chair: We separate the roles of Chief Executive Officer (CEO) and Chair of the Board to ensure that Board leadership is independent from management.	☒	No Classified Board: All of our directors are elected by our stockholders on an annual basis using a majority voting standard for uncontested elections.
ü	Annual Committee, Board and Individual Director Evaluations: Each committee and the Board as a whole conduct a self-evaluation at least annually, and each director’s individual performance is evaluated annually by other directors.	☒	No Burdensome Director Removal Restrictions: Our stockholders have the authority to remove any Director from office without cause by a majority vote.
ü	Stockholder Proxy Access: We permit a stockholder, or a group of up to 20 stockholders, owning at least 3% of the Company’s outstanding shares of common stock continuously for at least three years, to nominate and include in our annual meeting proxy materials director nominees constituting up to the greater of two nominees or 20% of the board, subject to the requirements specified in our bylaws.	☒	No Excise Tax Gross-ups: We do not provide excise tax gross-ups to our named executive officers (our NEOs) or directors.
ü	Stock Ownership Guidelines: In order to align the interests and objectives of our directors, executive officers and stockholders, we have established competitive guidelines for our stock ownership and retention.	☒	No “Single-Trigger” Change in Control Arrangements: None of our NEOs will receive payments solely on account of a change in control.
ü	Clawback Policy: We have a clawback policy that allows us to recoup compensation awards paid to NEOs who engage in certain acts detrimental to our interests or in the event of a financial restatement.	☒	No Hedging or Pledging: Our NEOs and directors are prohibited from engaging in hedging transactions with our stock and from pledging our stock as collateral for a loan. Other employees are also encouraged to adhere to these rules.



AUDIT COMMITTEE
9 meetings in 2022			Primary Responsibilities ■ Monitor the integrity of the Company’s corporate accounting and financial reporting processes and the audits of financial statements ■ Appoint, determine funding for and oversee our independent registered public accounting firm ■ Review the independence, qualifications and performance of our internal and independent auditors ■ Pursuant to SEC rules, establish procedures for: (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters ■ Discuss with management the Company’s major financial risk exposures and processes in place to monitor and control such exposures ■ Review insurance coverage for directors and officers, and make recommendations to the Board with respect to such insurance ■ Oversee the Company’s cybersecurity posture and actions remediating any issues related to the protection or privacy of the Company’s data ■ Review and oversee related party transactions in accordance with applicable securities laws ■ Review, discuss and recommend the Company’s quarterly and annual audited financial statements for inclusion in the Company’s quarterly reports and annual report, respectively ■ Periodically review the tax strategy of the Company ■ Oversee the effectiveness of the Company’s legal compliance policies and programs, as well as the handling of (i) any known material non-compliance with applicable regulations or (ii) other legal and regulatory matters that may have a material impact on the Company’s finances or compliance policies ■ Provide guidance for the Company’s ERM Program and review and oversee the Company’s ethics and compliance program
Members: Susan K. Carter, Chair Atsushi Abe Alan Campbell Bruce E. Kiddoo



GOVERNANCE AND SUSTAINABILITY COMMITTEE
5 meetings in 2022			Primary Responsibilities ■ Identify qualified individuals to become Board members ■ Consider and make recommendations with respect to Board composition and committees ■ Monitor the process to assess Board effectiveness ■ Develop and implement the Company’s corporate governance principles ■ Develop and periodically review criteria for nominees for director ■ Oversee the director orientation program and others designed to improve directors’ understanding of the Company ■ Oversee climate-related and sustainability-related initiatives and other Company actions associated with the environment ■ Review and oversee matters related to environmental, health and safety, and ESG topics and related Code of Business Conduct provisions ■ Oversee succession planning for the CEO and coordinate with the HCC Committee regarding potential succession candidates identified internally ■ Review and make recommendations to the Board regarding matters of corporate governance as requested by the Board or as otherwise deemed appropriate
Members: Paul A. Mascarenas, Chair Alan Campbell Susan K. Carter Thomas L. Deitrich



HUMAN CAPITAL AND COMPENSATION COMMITTEE
6 meetings in 2022			Primary Responsibilities ■ Discharge the Board’s responsibilities relating to the application of compensation policies and all elements of the compensation of our non-employee directors, CEO and other key officers ■ Administer the Company’s equity-based plans, all other STI and LTI plans and all deferred compensation programs ■ Review and approve, or recommend to the Board for approval, any employment agreement with the CEO or any other senior executive ■ Retain or terminate any compensation consultants or other advisors, or obtain the advice of such persons in accordance with applicable securities laws and Nasdaq rules, to assist in the discharge of its duties; and approve the fees paid to such consultants or advisors ■ Develop policies and procedures for (i) succession planning for senior executives aside from the CEO and (ii) the development of certain senior executives identified as potential CEO succession candidates ■ Oversee compensation risk management ■ Oversee human capital policies regarding diversity, equity, inclusion and talent management
Members: Christine Y. Yan, Chair Gilles Delfassy Paul A. Mascarenas Gregory Waters



EXECUTIVE COMMITTEE
2 meetings in 2022			Primary Responsibilities ■ Exercise between meetings of the Board all the delegable powers and authority of the Board regarding the management of the business and affairs of the Company (subject to legal limitations), excluding the following matters: ■ Any matters expressly delegated to other committees ■ Making any changes to the Company’s certificate of incorporation or bylaws ■ Approving the merger, consolidation, or dissolution of the Company or the sale of substantially all of its assets ■ Causing the Company to declare any dividends ■ Amending or repealing any resolution of the Board which, by its express terms, is not so amendable or repealable ■ Appointing other committees of the Board or the members of such committees or amending or revising their duties and responsibilities or their charters (the Executive Committee may, however, appoint and delegate to subcommittees as permitted under applicable law) ■ Appointing or removing the Chair of the Board, the President or the CEO ■ Authorizing (i) any single purchase or related series of transactions relating to an acquisition, (ii) any single sale or related series of transactions relating to a disposition, or (iii) any investment transactions or other strategic Company actions, in which the consideration expended or received by the Company exceeds $100 million
Members: Alan Campbell, Chair Hassane El-Khoury Paul A. Mascarenas Gregory Waters


•Strategy			•ERM
•Culture of Compliance and Ethics			•Mergers and Acquisitions
•Executive Evaluation and Succession Planning			•Financial Reporting and Other Disclosure
•Corporate Governance


Capitalize on Efficiency	Renewable Energy	Offsets and Influence
• Investigate opportunities for energy conservation and efficiency to reduce total energy consumption •Explore investments in facilities, processes and equipment to increase energy efficiency • Review opportunities to mitigate greenhouse gas emissions from process gas usage	• Explore the transition of energy to electricity sources where feasible • Plan transition of electricity from traditional sources to sources backed by renewable energy instruments • Plan to use 50% renewable energy by 2030 • Transition to greenhouse gas emissions-free renewable energy portfolio by 2040	• For non-electricity emissions that cannot be eliminated, mitigate through the purchase of certified carbon offsets equal to the amount of such emissions • Green-E and Gold Standard certified offsets will be prioritized • Leverage RBA membership to engage supply chain stakeholders on emissions reduction


Name	Fees Earned or Paid in Cash (1) ($)	Stock Awards (2) ($)	Total ($)
Atsushi Abe	92,994	215,012	308,006
Alan Campbell	220,495	215,012	435,507
Susan K. Carter	115,495	215,012	330,507
Thomas L. Deitrich	85,494	215,012	300,506
Gilles Delfassy	87,995	215,012	303,007
Bruce E. Kiddoo	92,994	215,012	308,006
Paul A. Mascarenas	102,995	215,012	318,007
Gregory Waters	87,995	215,012	303,007
Christine Y. Yan	97,995	215,012	313,007
(1) This column reflects annual retainer fees earned for board service in 2022, regardless of when paid. The schedule of fees is provided below under “Discussion of Director Compensation.”
(2) This column reflects the aggregate grant date fair value of the restricted stock award granted to each non-employee director on May 26, 2022, computed in accordance with FASB ASC Topic 718 (i.e., the closing price on the date of grant multiplied by the number of shares granted). As of December 31, 2022, each non-employee director held a total of 3,624 shares of restricted stock, all of which are scheduled to vest on the day prior to the annual meeting.


Fee Type			Cash Retainer Amount Per Year
Base Retainer for Each Non-Employee Director			$80,000
Chair of the Board			$120,000
Chair of the Audit Committee			$30,000
Non-Chair Members of the Audit Committee			$15,000
Chair of the HCC Committee			$20,000
Non-Chair Members of the HCC Committee			$10,000
Chair of the GS Committee			$15,000
Non-Chair Members of the GS Committee			$7,500


Name			Position Held
Hassane El-Khoury			President and Chief Executive Officer
Thad Trent			Executive Vice President, Chief Financial Officer and Treasurer
Simon Keeton			Executive Vice President and General Manager, Power Solutions Group
Ross F. Jatou			Senior Vice President and General Manager, Intelligent Sensing Group
Robert Tong (1)			Senior Vice President and General Manager, Advanced Solutions Group
Vincent C. Hopkin (2)			Former Executive Vice President and General Manager, Advanced Solutions Group
(1) Mr. Tong was promoted to Senior Vice President and General Manager, Advanced Solutions Group effective as of May 27, 2022.
(2) Mr. Hopkin stepped down from his officer positions effective as of May 27, 2022, and fully retired from employment with the Company effective August 1, 2022.


	WE DO:		WE DO NOT:
ü	Incentivize our employees to achieve or exceed financial goals established for the Company and to deliver superior returns to our stockholders.	☒	Provide excessive perquisites to our executives.
ü	Have robust stock ownership guidelines that are designed to align our executives’ interests with those of our stockholders (including a rigorous 6x base salary requirement for our CEO).	☒	Allow our NEOs and other insiders to pledge or margin our stock, hedge their exposure to ownership of our stock or engage in speculative transactions with respect to our stock.
ü	Provide long-term equity incentives that vest over a period of three years to ensure that our executives maintain a long-term commitment to stockholder value.	☒	Provide single triggers or excessive benefits in our change in control agreements or provide excise tax gross-ups.
ü	Closely monitor the executive pay mix and levels of our industry peers to ensure that our compensation is appropriate for leadership recruitment and retention, aligned with stockholder interests and not excessive for our industry.	☒	Provide tax gross-ups on any perquisites other than standard relocation benefits that are available to all employees and amounts paid for expatriate assignments.
ü	Have a minimum 12-month vesting period for full-value awards (e.g., RSUs and PBRSUs) granted to our NEOs under the SIP.	☒	Design our compensation policies and practices in a way that poses a material risk to us or our stockholders.
ü	Follow a responsible approach to equity-based compensation, including adopting “burn rates” well below the typical market practice for our peer group.	☒	Sponsor any executive retirement programs that are not generally available to all of our U.S. employees.


Focus	Component	Key Characteristics	Purpose
Current Year Performance	Base Salary	•Fixed cash compensation	•Set at competitive levels and used to attract and retain talent
	Short-term Cash Incentive (STI) Awards	•Annual cash awards providing for award opportunities based on full-year 2022 results •Performance goals based on both (i) financial results and (ii) individually-scored performance goals based on both financial and operational metrics	•Encourages our executives to maximize profitability and growth •Promotes superior operational performance, disciplined cost management and increased productivity and efficiency that contribute significantly to value creation for our stockholders
Long-Term Equity Incentive (LTI) Awards	Restricted Stock Units (RSUs)	•Stock-settled awards •The 2022 RSUs are time-based and vest annually in one-third increments on each anniversary of the grant date •The 2022 PBRSUs are performance-based and are eligible to vest based on the extent to which the applicable performance goals established by the HCC Committee are met over performance measurement periods of one, two and three years	•Reinforces the alignment of executive and stockholder interests and provides each individual with a significant incentive to manage from the perspective of an owner •Promotes employee retention •Assists NEOs in complying with stock ownership guidelines
	Performance-Based Restricted Stock Units (PBRSUs)
Post-Termination Compensation	Severance and Change in Control Arrangements	•Our RSU and PBRSU agreements provide for acceleration of vesting upon certain qualifying terminations, both with or without a change in control •Employment agreements provide severance payments and benefits in the event of certain qualifying terminations, both with or without a change in control	•Supports retention and recruitment efforts •Encourages management to pursue transactions that may be in the best interest of the Company and its stockholders by providing a measure of financial security
Other Compensation and Benefits	Limited Perquisites	•A monthly auto allowance •Enhanced coverage for life insurance •An executive physical examination •Financial planning services reimbursement	•Supports the competitiveness of our compensation package •Provides value to executives at a reasonable cost to the Company
	Other Benefit Plans and Programs	•A tax-qualified ESPP •A 401(k) savings plan •Medical, dental, disability and life insurance programs	•Provides competitive capital accumulation and other benefits


NEO (1)	NEO Financial Goals (50% weighting)	NEO Strategic Goals (50% weighting)	Final Individual Goal Achievement Percentage
Hassane El-Khoury	100.00%	98.94%	99.47%
Thad Trent	100.00%	97.50%	98.75%
Simon Keeton	100.00%	91.60%	95.80%
Ross F. Jatou	100.00%	89.06%	94.53%
Robert Tong	100.00%	56.38%	78.19%
(1) Mr. Hopkin is not included in the table as he was not eligible to earn a payout under the 2022 STI program following his retirement.


NEO (1)	Corporate Multiplier (%)	Individual Goal Achievement Percentage (%)	STI Target (% of Base Salary)	Eligible Earnings (2) ($)	Final Cash STI Payment ($)
Hassane El-Khoury	200%	99.47%	150%	984,615	2,938,191
Thad Trent	200%	98.75%	100%	600,000	1,185,000
Simon Keeton	200%	95.80%	85%	517,308	842,487
Ross F. Jatou	200%	94.53%	85%	450,000	723,155
Robert Tong	200%	78.19%	85%	424,808	564,668
(1) Mr. Hopkin is not included in the table as he was not eligible to earn a payout under the 2022 STI program following his retirement.
(2) Represents base salary actually paid during the year.


NEO	Target 2022 PBRSU Value ($)	2022 PBRSUs (at Target) (#)	Target 2022 RSU Value ($)	2022 RSUs (#)	Total Target 2022 LTI Value (PBRSUs + RSUs) ($)
Hassane El-Khoury	6,900,000	117,009	4,600,000	78,006	11,500,000
Thad Trent	2,550,000	40,209	1,700,000	26,806	4,250,000
Simon Keeton	1,350,000	21,287	900,000	14,192	2,250,000
Ross F. Jatou	840,000	13,246	560,000	8,831	1,400,000
Robert Tong (1)	300,000	4,731	200,000	3,154	500,000
Vincent C. Hopkin (2)	1,320,000	20,817	880,000	13,876	2,200,000
(1) These figures do not include an off-cycle promotion grant made to Mr. Tong on June 16, 2022 of 7,483 RSUs and 11,224 PBRSUs (total target value of $1 million), which brought his target LTI value for 2022 to $1.5 million.`
(2) Mr. Hopkin’s 2022 equity awards were forfeited upon his retirement.


TSR Peer Companies
Ambarella Inc.	Maxlinear Inc.	Renesas Electronics Corporation
ams AG	Melexis N.V.	Rohm Co., Ltd.
Analog Devices, Inc.	Microchip Technology Incorporated	Semtech Corporation
Broadcom Inc.	MKS Instruments, Inc.	Sensata Technologies Holding plc
Cirrus Logic, Inc.	Monolithic Power Systems, Inc.	Silicon Laboratories Inc.
Diodes Incorporated	Murata Manufacturing Co., Ltd.	Skyworks Solutions, Inc.
Infineon Technologies AG	National Instruments Corporation	STMicroelectronics N.V.
Knowles Corporation	NXP Semiconductors N.V.	Synaptics Incorporated
Lattice Semiconductor Corporation	Parade Technologies, Ltd.	Texas Instruments Incorporated
Littelfuse, Inc.	Power Integrations, Inc.	Vishay Intertechnology, Inc.
Macom Technology Solutions Holdings, Inc.	Qorvo, Inc.	Wolfspeed, Inc.
Marvell Technology, Inc.	Realtek Semiconductor Corp.	Xilinx, Inc. (1)
(1) Xilinx, Inc. was acquired by Advanced Micro Devices, Inc. in February 2022.


Type of Goal (1)	LTI Performance Goal	0% Payout (Threshold)	100% Payout (Target)	150% or 200% Payout (Stretch)	Actual 2022 Performance	Resulting Goal Achievement Percentage (2)	Final Payout Percentage for First Tranche (3)
Financial	Revenue	$6.70 billion	$7.70 billion	$8.09 billion	$8.30 billion	150%	225%
	Non-GAAP Gross Margin	40.4%	46.8%	47.80%	49.4%	150%	225%
	Non-GAAP Operating Margin	21.9%	30.2%	31.20%	35.4%	150%	225%
Operational	Ramp SiC Product Revenue	1x	2x	3x	2.55x	155%	155%
	ESG Baseline Scopes 1, 2 and 3	No baseline (x3)	Baseline (x3)	2040 Roadmap	2040 Roadmap	200%	200%
	Customer Experience Program	50%	80%	100%	100%	200%	200%
				First tranche combined payout percentage			205%
(1) As noted above, our LTI Financial Goals are subject to a second-step TSR Adjustment on a tranche-by-tranche basis. As such, the maximum payout at stretch levels for those goals, without giving effect to any TSR Adjustment, is 150%.
(2) This column reflects the degree of achievement on each of the six goals, without giving effect to any TSR Adjustment. To calculate the number of PBRSUs preliminarily earned under each goal, we multiply this figure by the number of target PBRSUs granted to the NEO that were associated with that goal, then divide the result into three equal tranches. For the tranches associated with LTI Operational Goals, that number of PBRSUs is fixed and will be paid over a three-year period, subject to the NEO’s continued employment through each vesting date. The tranches associated with LTI Financial Goals are not fixed but rather will be adjusted, on a tranche-by-tranche basis, for our relative TSR performance over the one-, two- or three-year performance period, as applicable.
(3) This column reflects the payout percentages under each of the six goals for the first tranche, with the payout for each LTI Financial Goal adjusted based on our relative TSR performance for 2022 (achieved at the maximum level, which meant that the resulting goal achievement percentage for each LTI Financial Goal was multiplied by 150%).


2022 Peer Group
Advanced Micro Devices, Inc.			Microchip Technology Incorporated
Analog Devices, Inc.			Monolithic Power Systems, Inc.
Applied Materials, Inc.			Qorvo, Inc.
First Solar, Inc.			Skyworks Solutions, Inc.
Lam Research Corporation			Texas Instruments Incorporated
Marvell Technology, Inc.			Xilinx, Inc. (2)
Maxim Integrated Products, Inc. (1)			Wolfspeed, Inc.
(1) Maxim Integrated Products, Inc. was acquired by Analog Devices, Inc. in August 2021.
(2) Xilinx, Inc. was acquired by Advanced Micro Devices, Inc. in February 2022.


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards (1) ($)	Non-Equity Incentive Plan Compensation (2) ($)	All Other Compensation (3) ($)	Total ($)
Hassane El-Khoury President and Chief Executive Officer	2022	984,615	—	12,557,026	2,938,191	39,870	16,519,702
	2021	950,000	285,000	9,413,592	2,137,500	39,470	12,825,562
	2020	36,538	—	7,578,939	—	251,336	7,866,813
Thad Trent Executive Vice President, Chief Financial Officer and Treasurer	2022	600,000	—	4,667,814	1,185,000	41,567	6,494,381
	2021	505,385	101,077	9,030,390	758,077	236,588	10,631,517

Simon Keeton Executive Vice President and General Manager, Power Solutions Group	2022	517,307	—	2,471,243	842,487	34,761	3,865,798
	2021	473,462	80,488	2,675,491	603,664	33,172	3,866,277
	2020	389,782	—	1,624,429	—	32,828	2,047,039
Ross F. Jatou Senior Vice President and General Manager, Intelligent Sensing Group	2022	450,000	—	1,537,690	723,155	31,622	2,742,467
	2021	450,000	76,500	1,645,882	563,805	33,522	2,769,709

Robert Tong (4) Senior Vice President and General Manager, Advanced Solutions Group	2022	424,808	—	1,619,331	564,668	27,144	2,635,951


Vincent C. Hopkin (5) Former Executive Vice President and General Manager, Advanced Solutions Group	2022	312,731	—	2,416,342	—	30,907	2,759,980
	2021	473,462	80,488	2,617,186	583,542	29,599	3,784,277
	2020	381,919	—	1,624,429	—	33,918	2,040,266

(1) Amounts in this column represent the aggregate grant date fair value of awards of PBRSUs and RSUs computed in accordance with FASB ASC Topic 718 using the closing price of our common stock on the date of grant, except that the grant date value of the relative TSR component of our PBRSUs is determined by a third-party valuation firm based on probable outcomes. For the 2022 PBRSUs, this valuation was based upon a 100% attainment, which represents the probable outcomes of the performance conditions for those awards, consistent with the estimate of aggregate compensation cost to be recognized over the service period, determined as of the grant date, excluding the effect of estimated forfeitures. The amounts in this column do not necessarily represent the fair value for expensing purposes or the fair value of awards that were expected to vest as of December 31, 2022. On February 2, 2023, the HCC Committee determined that the first tranche for the 2022 PBRSUs vested at 150% on the financial goals and 185% on the operational goals. Additionally, the Company’s relative TSR for 2022 exceeded the maximum performance level and thus, for those awards with a TSR Adjustment, the officer earned an additional number of shares equal to 150% of the number of PBRSUs earned on financial metrics in the first tranche. For PBRSUs subject to a TSR Adjustment, payout on each of the second and third tranches will be adjusted based on our relative TSR for the two- or three-year period. The estimated number of units which are expected to vest is evaluated and adjusted each reporting period, as necessary, in connection with the Company’s quarterly and annual financial statements. We further discuss the assumptions we made in the valuation of stock awards in Note 11 of the Notes to Consolidated Financial Statements in the Form 10-K. At maximum, the 2022 PBRSUs would pay out to the applicable NEOs as follows: Mr. El-Khoury: $13,660,509; Mr. Trent: $5,089,259; Mr. Keeton: $2,694,301; Mr. Jatou: $1,676,553; Mr. Tong: $1,753,839; and Mr. Hopkin: $2,634,432.
(2) The amounts in this column reflect annual cash incentives earned by the NEO under our STI program. For information regarding our 2022 STI program, please see “Elements of Our Compensation Program — Short-Term Cash Incentive Program” in the CD&A.


(3) For 2022, amounts in this column consist of following:
Name	Company Contributions Under 401(k) Plan ($)	Executive Group Term Life Insurance Imputed Income* ($)	Premiums Paid by the Company for Basic Life Insurance and Accidental Death and Dismemberment Insurance ($)	Car Allowance* ($)	Financial Planning Services* ($)	Imputed Income for Post-Tax Long-Term Disability Insurance Benefit Payments* ($)
Hassane El-Khoury	12,200	540	1,380	14,400	10,000	1,350
Thad Trent	12,200	2,322	1,380	14,400	10,000	1,265
Simon Keeton	12,200	2,622	1,380	14,400	2,998	1,161
Ross F. Jatou	12,200	1,242	1,380	16,800	—	—
Robert Tong	12,200	3,564	1,380	—	10,000	—
Vincent C. Hopkin	12,200	4,920	920	8,400	3,755	712
*The Company also pays Medicare tax at the rate of 1.45% on the amounts listed in these columns.
(4) Mr. Tong was promoted was promoted to Executive Vice President and General Manager, Advanced Solutions Group effective as of May 27, 2022.
(5) Mr. Hopkin stepped down from the offices of Senior Vice President and General Manager, Advanced Solutions Group on May 27, 2022 and fully retired from all positions with the Company on August 1, 2022. Upon his retirement, his entire 2022 equity award was forfeited and he was no longer eligible to receive a payout under the 2022 STI program.


Name	Grant Date	Type of Award	Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)		Estimated Future Payouts Under Equity Incentive Plan Awards (2)		All Other Stock Awards: Number of Shares of Stock or Units (3) (#)	Grant Date Fair Value of Stock and Option Awards (4) ($)
			Target ($)	Maximum ($)	Target (#)	Maximum (#)
Hassane El-Khoury	2/11/2022	Annual Incentive	1,476,923	2,953,845
	2/11/2022	RSUs					78,006	4,600,014
	2/11/2022	PBRSUs			117,009	248,644		7,957,012
Thad Trent	2/10/2022	Annual Incentive	600,000	1,200,000
	2/10/2022	RSUs					26,806	1,700,037
	2/10/2022	PBRSUs			40,209	85,444		2,967,778
Simon Keeton	2/10/2022	Annual Incentive	439,711	879,422
	2/10/2022	RSUs					14,192	900,057
	2/10/2022	PBRSUs			21,287	45,235		1,571,186
Ross F. Jatou	2/10/2022	Annual Incentive	382,500	765,000
	2/10/2022	RSUs					8,831	560,062
	2/10/2022	PBRSUs			13,246	28,147		977,628
Robert Tong (5)	2/10/2022	Annual Incentive	361,087	722,174
	2/10/2022	RSUs					3,154	200,027
	2/10/2022	PBRSUs			4,731	8,279		300,040
	6/16/2022	RSUs					7,483	400,041
	6/16/2022	PBRSUs			11,224	23,851		719,223
Vincent C. Hopkin (6)	2/10/2022	Annual Incentive	425,000	850,000
	2/10/2022	RSUs					13,876	880,016
	2/10/2022	PBRSUs			20,814	44,230		1,536,326
(1) Amounts in these columns represent the range of possible payouts under our 2022 STI program. The 2022 STI program does not have a threshold payout and the maximum that may be earned is 200% of target. If we do not achieve minimum performance levels on the metrics in the Corporate Multiplier, no payouts would be earned. For more information on the 2022 STI program, please see “Elements of Our Compensation Program — Short-Term Cash Incentive Program” in the CD&A. For amounts actually paid under the 2022 STI program based on our performance during the year, please see the amounts reported in the “Non-Equity Incentive Plan Compensation” column in the SCT.


			All Other Stock Awards (1)		Equity Incentive Plan Awards (2)
Name	Grant Date	Type of Award	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested (3) ($)	Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (3) ($)
Hassane El-Khoury	12/7/2020	RSUs	32,706	2,039,873
	2/12/2021	RSUs	51,692	3,224,030
	2/12/2021	PBRSUs (4)	87,230	5,440,551	87,228	5,440,410
	2/11/2022	RSUs	78,006	4,865,234
	2/11/2022	PBRSUs (5)	152,113	9,487,313	87,755	5,473,248
Thad Trent	2/16/2021	PBRSUs (6)			91,996	5,737,791
	2/16/2021	RSUs	51,772	3,229,020
	2/16/2021	PBRSUs (4)	43,011	2,682,596	43,009	2,682,456
	2/10/2022	RSUs	26,806	1,671,890
	2/10/2022	PBRSUs (5)	52,278	3,260,554	30,150	1,880,456
Simon Keeton	3/2/2020	RSUs	10,565	658,939
	10/5/2020	RSUs	2,880	179,626
	2/12/2021	RSUs	13,731	856,402
	2/12/2021	PBRSUs (4)	23,171	1,445,144	23,168	1,445,004
	7/1/2021	RSUs	1,055	65,800
	7/1/2021	PBRSUs (4)	1,188	74,096	1,185	73,908


	Stock Awards
Name	Number of Shares Acquired on Vesting (1) (#)	Value Realized on Vesting (2) ($)
Hassane El-Khoury	374,736	23,907,248
Thad Trent	68,902	4,310,982
Simon Keeton	153,474	9,534,325
Ross F. Jatou	44,623	2,815,912
Robert Tong	16,883	1,077,850
Vincent C. Hopkin	147,018	9,121,568
(1) This column represents the total number of shares underlying RSUs that vested in 2022, including PBRSUs.
(2) The value realized equals the number of shares of stock vested multiplied by the market value of one share of our common stock on the date of vesting or, if the vesting date is not a trading date, the immediately preceding trading date.


			Obligations Upon Certain Termination Events Absent a Change in Control: Termination without “Cause” or Resignation for “Good Reason” (as those terms are defined in the applicable NEO’s employment agreement or Key Severance Agreement)
Hassane El-Khoury			• Base salary through the date of termination • Two years’ continuation of base salary • Any earned but unpaid STI award for the performance cycle that had a performance period that ended prior to the date of termination • An amount equal to Mr. El-Khoury’s target STI award for the performance cycle in which the date of termination occurs (or two times the semi-annual amount if STI awards are paid semi-annually as of the date of his termination) • Full vesting of any unvested RSUs that he received in connection with his appointment as our President and CEO (New Hire CEO RSUs) • Pro rata vesting of any unvested PBRSUs that he received in connection with his appointment as our President and CEO (New Hire CEO PBRSUs) using a truncated performance period • Pro rata vesting of any unvested RSUs awarded to Mr. El-Khoury (other than New Hire CEO RSUs) • Pro rata vesting of any unvested PBRSUs awarded to Mr. El-Khoury (other than New Hire CEO PBRSUs) based on actual performance during the full performance period • Medical, dental and vision benefits for two years following termination and six months of outplacement assistance at a cost of up to $25,000, without any tax gross-ups
Thad Trent			• Base salary through the date of termination • 78 weeks’ continuation of base salary • Any earned but unpaid STI award for the performance cycle that had a performance period that ended prior to the date of termination • An amount equal to Mr. Trent’s target STI award for the performance cycle in which the date of termination occurs (or two times the semi-annual amount if STI awards are paid semi-annually as of the date of his termination) • Full vesting of any unvested RSUs that he received in connection with his appointment as our Executive Vice President, CFO and Treasurer (New Hire CFO RSUs) • Pro rata vesting of any unvested PBRSUs that he received in connection with his appointment as our Executive Vice President, CFO and Treasurer (New Hire CFO PBRSUs) using a truncated performance period • Pro rata vesting of any unvested PBRSUs awarded to Mr. Trent (other than New Hire CFO PBRSUs) based on actual performance during the full performance period • Medical, dental and vision benefits for two years following termination and six months of outplacement assistance at a cost of up to $25,000, without any tax gross-ups


Simon Keeton and Ross F. Jatou			• Any accrued and unused vacation • Base salary through the date of termination • One year’s continuation of base salary • Any earned but unpaid STI award for the immediately preceding performance cycle • A pro rata portion of the STI award, if any, for the performance cycle in which the date of termination occurs based on achievement of applicable performance criteria • Payment of health plan continuation premiums for up to one year following termination and six months of outplacement assistance at a cost of up to $5,000
Robert Tong			• Any compensation and employee benefits to which Mr. Tong has a vested entitlement • Reimbursement of any unreimbursed expenses incurred prior to termination for which Mr. Tong has submitted claims within 30 days following termination • Base salary through the date of termination • One year’s continuation of base salary • Any earned but unpaid STI award for the immediately preceding performance cycle • A pro rata portion of the STI award, if any, for the performance cycle in which the date of termination occurs based on achievement of the applicable performance criteria • Payment of health plan continuation premiums for up to one year following termination and six months of outplacement assistance at a cost of up to $10,000


			Obligations in Connection with Death or Disability (to be paid to the NEO or his estate)
Hassane El-Khoury and Thad Trent			• Any unpaid base salary through the date of termination • Any earned but unpaid STI award earned in respect of the performance cycle that had a performance period that ended before the termination date • An amount equal to the product of (x) the STI award earned in the year immediately preceding the date of termination, and (y) a fraction, the numerator of which is the number of days in our fiscal year in which the date of termination occurs which are prior to the date of termination and the denominator of which is 365
Simon Keeton and Ross F. Jatou			• Any accrued but unused vacation • Unpaid base salary through the date of termination
Robert Tong			• Any compensation and employee benefits to which Mr. Tong has a vested entitlement • Reimbursement of any unreimbursed expenses incurred prior to termination for which Mr. Tong has submitted claims within 30 days following termination • Base salary through the date of termination


	Termination Without Cause or Resignation for Good Reason ($)	Termination Following a Change in Control ($)	Change in Control ($)	Death or Disability ($)	Termination for Cause ($)	Resignation other than for Good Reason ($)
Cash Compensation:
Base Salary	2,000,000 (1)	2,000,000 (1)	—	—	—	—
Short-Term Incentive	1,500,000 (2)	3,000,000 (2)	—	2,938,191 (3)	—	—
Long-Term Incentive:
Acceleration or Continued Vesting of Unvested Equity Awards (RSUs or PBRSUs)	2,029,873 (4)	22,262,972 (4)	(4)	—	—	—
Total:	5,529,873	27,262,972	(4)	2,938,191	—	—
(1) Mr. El-Khoury’s severance payment following a termination without Cause or a resignation for Good Reason (as defined in his employment agreement), whether or not following a Change in Control, is an amount equal to two years of annual base salary. Mr. El-Khoury’s base salary at the end of the 2022 fiscal year was $1,000,000.
(2) Mr. El-Khoury’s cash incentive payment following a termination on December 31, 2022 without Cause or a resignation for Good Reason within 24 months following a Change in Control would have been an amount equal to two times his target STI award under the 2022 STI program. Mr. El-Khoury’s cash payment following a termination on December 31, 2022 without Cause or a resignation for Good Reason in all other circumstances would have been an amount equal to his target STI award under the 2022 STI program. For 2022, his target STI award was $1,500,000.
(3) In the event Mr. El-Khoury is terminated due to death or disability, Mr. El-Khoury or his estate would be entitled to a pro rata portion of his STI award based on the level of performance achieved for a performance cycle that ended prior to his death or disability. For purposes of this column, we have assumed that Mr. El-Khoury’s death or disability was as of December 31, 2022, that the applicable performance cycle was the 2022 STI program and that his STI award under the 2022 STI program was earned but unpaid at that time. Mr. El-Khoury’s earned STI award for 2022 was $2,938,191.
(4) Because the HCC Committee has discretion to accelerate outstanding awards of equity under the SIP notwithstanding the provisions of an officer’s employment agreement or the award agreements under which the awards were granted in the event of a Change in Control, for purposes of this disclosure, we have assumed that the HCC Committee has exercised such discretion and all outstanding equity awards have been accelerated. For a description of the actual provisions of the employment agreements and such award agreements that may otherwise impact acceleration in connection with a Change in Control, see the discussion above under “Potential Payments Upon Termination of Employment or Change in Control — Equity Acceleration upon a Change in Control.” This amount denotes the incremental difference between the market value on December 31, 2022 and the exercise price, if any, of unvested options, RSUs or PBRSUs (including any 2021 PBRSUs) for which vesting might be accelerated. If we had terminated Mr. El-Khoury’s employment without Cause or Mr. El-Khoury had resigned for Good Reason on December 31, 2022 under circumstances not involving a Change in Control: (i) Mr. El-Khoury’s New Hire CEO RSUs would have fully vested; (ii) all of the RSUs owed to Mr. El-Khoury pursuant to his annual grants would have vested pro rata; and (iii) a pro rata portion of the PBRSUs owed to Mr. El-Khoury pursuant to his annual grants would have vested pro rata (using actual full performance period results).