ON · On Semiconductor Corp · Executive Compensation

$77.11 +0.24 (+0.31%)

S&P 500 member Russell 1000 member Rebalance outlook locked

Market Cap

$30.05B

389.31M

Volume · Oct 1 1.44M Avg daily vol (3M) 10.01M

Named-executive compensation from the company's DEF 14A proxy statements — salary, bonus, stock and option awards, non-equity incentive, and the company-reported total per executive per fiscal year, exactly as disclosed in the Summary Compensation Table.

Fiscal 2025

Executive	Role	Salary	Bonus	Stock Awards	Option Awards	Incentive	Other	Total
Hassane El-Khoury	President and Chief Executive Officer	$1,200,000	—	$16,436,467	—	—	$42,399	$17,678,866
Thad Trent	Executive Vice President and Chief Financial Officer	$675,000	—	$5,906,457	—	$469,631	$43,911	$7,094,999
Sudhir Gopalswamy	Group President, AMG and ISG	$600,000	—	$4,429,851	—	$363,840	$43,822	$5,437,513
Simon Keeton	Group President, PSG 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 2025, each of our NEOs received a grant under our 2025 LTI program (2025 PBRSUs and 2025 RSUs). For the 2025 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, 2025. The estimated number of units that is expected to vest is evaluated and adjusted each reporting period, as necessary, in connection with the Company's quarterly and annual financial statements. We further discuss the assumptions we made in the valuation of stock awards in Note 11 of the Notes to Consolidated Financial Statements in the Form 10-K. At maximum, the 2025 PBRSUs would pay out to the applicable NEOs as follows: Mr. El-Khoury: 17,955,500; Mr. Trent: 5,560,230; and each of Messrs. Gopalswamy and Keeton: 4,170,178. The amounts in this column reflect annual cash incentives actually earned by the NEO under our STI program. As previously disclosed, Mr. El-Khoury elected to forgo any potential payout under the 2025 STI program in light of the Company’s restructuring efforts although he continued to track, score and report his goals to the Committee and Board consistent with normal practice. Absent this election, Mr. El-Khoury would have been entitled to an STI payout of approximately 1,236,270 based on performance. For more information, please see “Our 2025 Incentive Programs — Short-Term Cash Incentive Program” in the CD&A.	$600,000	—	$4,429,851	—	$264,720	$36,861	$5,331,432

Fiscal 2024

Executive	Role	Salary	Bonus	Stock Awards	Option Awards	Incentive	Other	Total
Hassane El-Khoury	President and Chief Executive Officer	$1,200,000	—	$29,889,669	—	—	$41,509	$31,131,178
Thad Trent	Executive Vice President, Chief Financial Officer and Treasurer	$675,000	—	$10,706,768	—	—	$43,213	$11,424,981
Simon Keeton	Group President, PSG	$600,000	—	$8,030,122	—	—	$35,952	$8,666,074
Sudhir Gopalswamy	Group President, AMG and ISG Amounts in this column represent the aggregate grant date fair value of awards of PBRSUs and RSUs computed in accordance with FASB ASC Topic 718 using the closing price of our common stock on the date of grant, except that the grant date value of the relative TSR component of our PBRSUs is determined by a third-party valuation firm based on probable outcomes. For 2024, each of our NEOs received a grant under our 2024 LTI program (2024 PBRSUs and 2024 RSUs) as well as one-time Value Creation grant of PBRSUs. For the 2024 PBRSUs and Value Creation PBRSUs, this valuation was based upon a 100% attainment, which represents the probable outcomes of the performance conditions for those awards, consistent with the estimate of aggregate compensation cost to be recognized over the service period, determined as of the grant date, excluding the effect of estimated forfeitures. The amounts in this column do not necessarily represent the fair value for expensing purposes or the fair value of awards that were expected to vest as of December 31, 2024. The estimated number of units that is expected to vest is evaluated and adjusted each reporting period, as necessary, in connection with the Company’s quarterly and annual financial statements. We further discuss the assumptions we made in the valuation of stock awards in Note 11 of the Notes to Consolidated Financial Statements in the Form 10-K. At maximum, the 2024 PBRSUs and Value Creation PBRSUs together would pay out to the applicable NEOs as follows: Mr. El-Khoury: 31,009,983; Mr. Trent: 11,108,071; and each of Messrs. Keeton and Gopalswamy: 8,331,114. The amounts in this column reflect annual cash incentives actually earned by the NEO under our STI program. No incentives were paid under the 2024 STI program. For information, please see “Our 2024 Incentive Programs — Short-Term Cash Incentive Program” in the CD&A.	$580,769	—	$8,030,122	—	—	$33,052	$8,643,943

Fiscal 2023

Executive	Role	Salary	Bonus	Stock Awards	Option Awards	Incentive	Other	Total
Hassane El-Khoury	President and Chief Executive Officer	$1,130,769	—	$17,733,531	—	$1,060,163	$41,050	$19,965,513
Thad Trent	Executive Vice President, Chief Financial Officer and Treasurer	$649,038	—	$6,352,386	—	$440,736	$42,832	$7,484,992
Simon Keeton	Group President, PSG	$574,038	—	$4,764,335	—	$290,099	$37,965	$5,666,437
Sudhir Gopalswamy	Group President, AMG and ISG Amounts in this column represent the aggregate grant date fair value of awards of PBRSUs and RSUs computed in accordance with FASB ASC Topic 718 using the closing price of our common stock on the date of grant, except that the grant date value of the relative TSR component of our PBRSUs is determined by a third-party valuation firm based on probable outcomes. For 2024, each of our NEOs received a grant under our 2024 LTI program (2024 PBRSUs and 2024 RSUs) as well as one-time Value Creation grant of PBRSUs. For the 2024 PBRSUs and Value Creation PBRSUs, this valuation was based upon a 100% attainment, which represents the probable outcomes of the performance conditions for those awards, consistent with the estimate of aggregate compensation cost to be recognized over the service period, determined as of the grant date, excluding the effect of estimated forfeitures. The amounts in this column do not necessarily represent the fair value for expensing purposes or the fair value of awards that were expected to vest as of December 31, 2024. The estimated number of units that is expected to vest is evaluated and adjusted each reporting period, as necessary, in connection with the Company’s quarterly and annual financial statements. We further discuss the assumptions we made in the valuation of stock awards in Note 11 of the Notes to Consolidated Financial Statements in the Form 10-K. At maximum, the 2024 PBRSUs and Value Creation PBRSUs together would pay out to the applicable NEOs as follows: Mr. El-Khoury: 31,009,983; Mr. Trent: 11,108,071; and each of Messrs. Keeton and Gopalswamy: 8,331,114. The amounts in this column reflect annual cash incentives actually earned by the NEO under our STI program. No incentives were paid under the 2024 STI program. For information, please see “Our 2024 Incentive Programs — Short-Term Cash Incentive Program” in the CD&A.	$470,577	—	$2,450,469	—	$188,091	$36,500	$3,145,637
Ross F. Jatou	Former Senior Vice President and General Manager, Intelligent Sensing Group 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 2023 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, 2023. 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 2023 PBRSUs would pay out to the applicable NEOs as follows: Mr. El-Khoury: 19,062,751; Mr. Trent: 6,828,460; Mr. Keeton: 5,121,375; Mr. Gopalswamy: 2,640,491; and Mr. Jatou: 2,276,265. The amounts in this column reflect annual cash incentives actually earned by the NEO under our STI program. For information regarding our 2023 STI program, please see “Elements of Our Compensation Program — Short-Term Cash Incentive Program” in the CD&A.	$466,346	—	$2,117,501	—	—	$40,389	$2,624,236

Fiscal 2022

Executive	Role	Salary	Bonus	Stock Awards	Option Awards	Incentive	Other	Total
Hassane El-Khoury	President and Chief Executive Officer	$984,615	—	$12,557,026	—	$2,938,191	$39,870	$16,519,702
Thad Trent	Executive Vice President, Chief Financial Officer and Treasurer	$600,000	—	$4,667,814	—	$1,185,000	$41,567	$6,494,381
Simon Keeton	Group President, PSG	$517,307	—	$2,471,243	—	$842,487	$34,761	$3,865,798
Ross F. Jatou	Former Senior Vice President and General Manager, Intelligent Sensing Group 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 2023 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, 2023. 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 2023 PBRSUs would pay out to the applicable NEOs as follows: Mr. El-Khoury: 19,062,751; Mr. Trent: 6,828,460; Mr. Keeton: 5,121,375; Mr. Gopalswamy: 2,640,491; and Mr. Jatou: 2,276,265. The amounts in this column reflect annual cash incentives actually earned by the NEO under our STI program. For information regarding our 2023 STI program, please see “Elements of Our Compensation Program — Short-Term Cash Incentive Program” in the CD&A.	$450,000	—	$1,537,690	—	$723,155	$31,622	$2,742,467
Robert Tong	Senior Vice President and General Manager, Advanced Solutions Group Vincent C. Hopkin Former Executive Vice President and General Manager, Advanced Solutions Group	$424,808	—	$1,619,331	—	$564,668	$27,144	$2,635,951

Fiscal 2021

Executive	Role	Salary	Bonus	Stock Awards	Option Awards	Incentive	Other	Total
Hassane El-Khoury	President and Chief Executive Officer	$950,000	$285,000	$9,413,592	—	$2,137,500	$39,470	$12,825,562
Thad Trent	Executive Vice President, Chief Financial Officer and Treasurer	$505,385	$101,077	$9,030,390	—	$758,077	$236,588	$10,631,517
Simon Keeton	Group President, Power Solutions Group	$473,462	$80,488	$2,675,491	—	$603,664	$33,172	$3,866,277
George H. Cave	Former Executive Vice President, General Counsel, Chief Compliance Officer, Chief Risk Officer and Secretary	$500,000	$0	$1,765,080	$0	$525,000	$38,954	$2,829,034
Ross F. Jatou	Former Senior Vice President and General Manager, Intelligent Sensing Group 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 2023 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, 2023. 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 2023 PBRSUs would pay out to the applicable NEOs as follows: Mr. El-Khoury: 19,062,751; Mr. Trent: 6,828,460; Mr. Keeton: 5,121,375; Mr. Gopalswamy: 2,640,491; and Mr. Jatou: 2,276,265. The amounts in this column reflect annual cash incentives actually earned by the NEO under our STI program. For information regarding our 2023 STI program, please see “Elements of Our Compensation Program — Short-Term Cash Incentive Program” in the CD&A.	$450,000	$76,500	$1,645,882	—	$563,805	$33,522	$2,769,709

Fiscal 2020

Executive	Role	Salary	Bonus	Stock Awards	Option Awards	Incentive	Other	Total
Hassane El-Khoury	President and Chief Executive Officer	$36,538	—	$7,578,939	—	—	$251,336	$7,866,813
Keith Jackson	Former President and Chief Executive Officer	$1,021,018	$0	$5,982,515	$0	$0	$53,209	$7,056,742
William A. Schromm	Former Executive Vice President and Chief Operating Officer	$531,954	$0	$2,326,534	$0	$0	$46,011	$2,904,499
Bernard Gutmann	Former Executive Vice President, Chief Financial Officer and Treasurer	$528,337	$0	$1,899,210	$0	$0	$35,988	$2,463,535
Simon Keeton	Executive Vice President and General Manager, Power Solutions Group	$389,782	—	$1,624,429	—	—	$32,828	$2,047,039
Vincent C. Hopkin	Executive Vice President and General Manager, Advanced Solutions Group	$381,919	$0	$1,624,429	$0	$0	$33,918	$2,040,266

Fiscal 2019

Executive	Role	Salary	Bonus	Stock Awards	Option Awards	Incentive	Other	Total
Keith Jackson	Former President and Chief Executive Officer	$1,048,846	$0	$7,800,033	$0	$0	$46,054	$8,894,933
William A. Schromm	Former Executive Vice President and Chief Operating Officer	$556,154	$0	$3,185,048	$0	$0	$45,783	$3,786,985
Bernard Gutmann	Executive Vice President, Chief Financial Officer, and Treasurer	$548,846	$0	$2,470,027	$0	$0	$35,766	$3,054,639
Paul E. Rolls	Executive Vice President, Sales and Marketing	$531,692	$0	$1,820,033	$0	$0	$43,106	$2,394,831
Simon Keeton	Executive Vice President and General Manager, Power Solutions Group	$390,539	$0	$1,860,030	$0	$0	$31,694	$2,282,262

Fiscal 2018

Executive	Role	Salary	Bonus	Stock Awards	Option Awards	Incentive	Other	Total
Keith Jackson	Former President and Chief Executive Officer	$1,016,154	$0	$9,000,057	$0	$1,841,576	$35,614	$11,893,401
William A. Schromm	Former Executive Vice President and Chief Operating Officer	$535,769	$0	$3,300,045	$0	$556,085	$44,474	$4,436,373
Bernard Gutmann	Executive Vice President, Chief Financial Officer, and Treasurer	$530,769	$0	$2,850,006	$0	$545,084	$32,992	$3,958,851
Paul E. Rolls	Executive Vice President, Sales and Marketing	$512,308	$0	$2,100,062	$0	$469,883	$42,649	$3,124,902

Fiscal 2017

Executive	Role	Salary	Bonus	Stock Awards	Option Awards	Incentive	Other	Total
Keith Jackson	President and Chief Executive Officer	$959,615	$0	$7,500,000	$0	$2,238,101	$35,414	$10,733,131
William A. Schromm	Executive Vice President and Chief Operating Officer	$500,831	$0	$2,700,013	$0	$655,044	$42,725	$3,898,613
Bernard Gutmann	Executive Vice President, Chief Financial Officer, and Treasurer	$501,128	$0	$2,700,013	$0	$644,466	$38,540	$3,884,147
Paul E. Rolls	Executive Vice President, Sales and Marketing	$486,212	$0	$1,800,024	$0	$604,952	$39,723	$2,930,910

Executive changes

Person	Role	Change	Effective	Filed
Simon Keeton	Group President, Power Solutions Group	Resigned	2026-03-09	2026-05-18
Simon Keeton	Group President, Power Solutions Group	Resigned	2026-06-30	2026-03-11
Thomas L. Deitrich	chair of the Board	Appointed	—	2025-11-05
Atsushi Abe	member of the board of directors	Resigned	2024-10-11	2024-10-03
Gregory L. Waters	director	Appointed	2024-05-16	2024-05-22
Christine Y. Yan	director	Appointed	2024-05-16	2024-05-22
Christina Lampe-Önnerud	director	Appointed	2024-05-16	2024-05-22
Paul A. Mascarenas	director	Appointed	2024-05-16	2024-05-22
Bruce E. Kiddoo	director	Appointed	2024-05-16	2024-05-22
Hassane El-Khoury	director	Appointed	2024-05-16	2024-05-22
Thomas L. Deitrich	director	Appointed	2024-05-16	2024-05-22
Alan Campbell	director	Appointed	2024-05-16	2024-05-22
Susan K. Carter	director	Appointed	2024-05-16	2024-05-22
Atsushi Abe	director	Appointed	2024-05-16	2024-05-22
Ross Jatou	Senior Vice President and General Manager, Intelligent Sensing Group	Resigned	2024-02-22	2024-02-06
Bernard R. Colpitts, Jr.	Senior Vice President and Chief Accounting Officer	Resigned	2023-11-01	2023-09-14
Christina Lampe-Önnerud	Director	Appointed	2023-09-01	2023-08-23
Robert Tong	all positions with onsemi	Retired	2023-06-19	2023-04-25
Sudhir Gopalswamy	senior officer in charge of ASG	Appointed	2023-04-24	2023-04-25

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