Qualcomm Inc DEF 14A, filed Jan 23, 2025

Qualcomm Inc (QCOM)

DEF 14A 2025-01-23 For: 2025-03-18

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Added on June 12, 2026

About this DEF 14A

Qualcomm Inc filed this DEF 14A on January 23, 2025.

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	LETTER FROM OUR CEO
	NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
	TABLE OF CONTENTS					i
	PROXY STATEMENT OVERVIEW					1
	2025 Annual Meeting of Stockholders					1
	How to Vote					1
	Voting Matters and Board Recommendations					1
	Overview of the Board Nominees					2
	Board Diversity, Director Independence and Tenure					3
	Board Diversity Matrix					3
	Board Experience & Qualifications					4
	Executive Compensation Highlights					5
	PROXY STATEMENT					7
	Meeting Information					7
	Registered Owners and Beneficial Owners					7
	Virtual Meeting					7
	Voting Rights and Outstanding Shares					8
	Notice of Internet Availability of Proxy Materials					8
	Voting Methods					8
	How Your Shares Will Be Voted					9
	Voting Results					9
	Broker Non-Votes and Abstentions					9
	Determination of Quorum					10
	Revocability of Proxies					10
	Proxy Solicitation					10
	Stockholder Proposals					10
	Householding					10
	CORPORATE GOVERNANCE					12
	Code of Ethics and Corporate Governance Principles and Practices					12
	Board Leadership Structure					12
	Board Meetings, Committees and Attendance					13
	Board’s Role in Risk Oversight					15
	Director Nominations					15
	Director Service on Other Boards					16
	Board Evaluations					17
	Majority Voting					17
	Stock Ownership Guidelines					17
	Communications with Directors					18
	Annual Meeting Attendance					18
	Director Independence					18
	Compensation Committee Interlocks and Insider Participation					18
	Employee, Officer and Director Hedging and Pledging					18
	Environmental, Social and Governance					19
	Human Capital					19
	Management’s Ongoing Stockholder Engagement					21
	PROPOSAL 1: ELECTION OF DIRECTORS					22
	Election of Directors					22
	Nominees for Election					23
	Required Vote and Board Recommendation					29
	PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS					30
	Fees for Professional Services					30
	Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Public Accountants					30
	Representation from PricewaterhouseCoopers LLP at the Annual Meeting					31
	Required Vote and Board Recommendation					31
	PROPOSAL 3: APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS					32
	Compensation Program Best Practices					32

	Effect of this Resolution					32
	Required Vote and Board Recommendation					32
	PROPOSAL 4: APPROVAL OF THE AMENDED AND RESTATED QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN, INCLUDING AN INCREASE IN THE SHARE RESERVE BY 22,950,000 SHARES					34
	Factors Regarding Our Equity Usage and Needs					34
	Key Features of the Restated 2023 LTIP					34
	Historical Award Information					35
	Summary of the Restated 2023 LTIP					36
	Equity Compensation Plan Information					44
	Required Vote and Board Recommendation					44
	PROPOSAL 5: STOCKHOLDER PROPOSAL — PROTECT RETIREMENT BENEFITS					45
	Stockholder Proposal					45
	The Company’s Statement in Opposition to Proposal 5					46
	Required Vote and Board Recommendation					46
	STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					47
	Delinquent Section 16(a) Reports					48
	CERTAIN RELATIONSHIPS AND RELATED-PERSON TRANSACTIONS					49
	HR AND COMPENSATION COMMITTEE LETTER TO STOCKHOLDERS					50
	EXECUTIVE COMPENSATION AND RELATED INFORMATION					51
	Compensation Discussion and Analysis					51
	Our NEOs for Fiscal 2024					51
	Fiscal 2024 Performance					52
	Say-on-Pay Vote and Stockholder Outreach					53
	Program Overview					53
	Other Compensation Components					59
	Process and Rationale for Executive Compensation Decisions					61
	HR AND COMPENSATION COMMITTEE REPORT					64
	COMPENSATION RISK MANAGEMENT					64
	COMPENSATION TABLES AND NARRATIVE DISCLOSURES					65
	Summary Compensation Table					65
	All Other Compensation					66
	Grants of Plan-Based Awards					67
	Outstanding Equity Awards at Fiscal Year End					68
	Option Exercises and Stock Vested During Fiscal 2024					70
	Nonqualified Deferred Compensation					70
	Potential Post-Employment Payments					71
	CEO Pay Ratio					75
	Pay Versus Performance					75
	DIRECTOR COMPENSATION					78
	AUDIT COMMITTEE REPORT					80
	OTHER MATTERS					81
	APPENDIX A: NON-GAAP FINANCIAL MEASURES					A-1
	APPENDIX B: AMENDED AND RESTATED QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN					B-1


	Over the Internet at www.proxyvote.com			By telephone at 1-800-690-6903			By mailing your completed proxy card or voting instruction form in the envelope provided			By scanning the QR code with your mobile device

Proposal	Board Recommendation	Page Reference
PROPOSAL 1: Election of Directors	FOR each Nominee	22
PROPOSAL 2: Ratification of the selection of PricewaterhouseCoopers LLP as our independent public accountants for our fiscal year ending September 28, 2025	FOR	30
PROPOSAL 3: Approval, on an advisory basis, of the compensation of our named executive officers	FOR	32
PROPOSAL 4: Approval of the Amended and Restated QUALCOMM Incorporated 2023 Long-Term Incentive Plan, including an increase in the share reserve by 22,950,000 shares	FOR	34
PROPOSAL 5: Stockholder proposal entitled “Protect Retirement Benefits”	AGAINST	45

Board Diversity Matrix (As of December 15, 2024)
Total Number of Directors	13
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	5	8	—	—
Part II: Demographic Background
African American or Black	—	1	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	1	1	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	4	7	—	—
Two or More Races or Ethnicities	—	1	—	—
LGBTQ+	1
Did Not Disclose Demographic Background	—

				Sincerely,
				Cristiano R. Amon President and Chief Executive Officer

	Category			Description
	Executive Leadership			Experience in a senior leadership role at a public company or other large organization
	Public Company Board Service			Experience on the board of directors of at least one other public company
	Technology Industry			Experience in a company or companies in the information technology industry, including semiconductors and semiconductor equipment, software and information technology services, and technology hardware and equipment
	Accounting \| Finance			Experience in financial accounting, financial reporting, corporate finance, auditing, internal controls and procedures, capital markets and/or capital allocation in a public company or other large organization
	Public Policy \| Political Affairs			Experience as a member of government and/or through extensive interactions with government, policymakers or government agencies
	International Business			Experience in a business with significant international operations and in a role with responsibility in international markets
	Information Security			Experience in cybersecurity, information technology security and/or data security
	Climate \| Environmental			Experience or education in climate or environmental policy, corporate sustainability and/or other areas related to climate or the environment, including the assessment and management of climate-related risks

Proposal		Vote	Page Reference
PROPOSAL 1	Election of Directors	FOR each Nominee	22
PROPOSAL 2	Ratification of the selection of PricewaterhouseCoopers LLP as our independent public accountants for our fiscal year ending September 28, 2025	FOR	30
PROPOSAL 3	Approval, on an advisory basis, of the compensation of our named executive officers	FOR	32
PROPOSAL 4	Approval of the Amended and Restated QUALCOMM Incorporated 2023 Long-Term Incentive Plan, including an increase in the share reserve by 22,950,000 shares	FOR	34
PROPOSAL 5	Stockholder proposal entitled “Protect Retirement Benefits”	AGAINST	45

The HR and Compensation Committee		Meetings in fiscal 2024: 5
Primary Responsibilities The HR and Compensation Committee designs the compensation plans and determines compensation levels for our Chief Executive Officer, other executive officers and directors; administers and approves stock offerings under our employee stock purchase and long-term incentive plans; reviews our employee compensation and talent management policies and practices; administers our incentive compensation repayment policy; reviews our stock ownership guidelines for executive officers and directors; reviews our policies, programs and initiatives focusing on workforce diversity, equity and inclusion; monitors the effectiveness of strategic initiatives designed to attract, engage, motivate and retain employees (human capital management); and reviews executive officer development and succession planning, among other functions.
Independence All of the members of the HR and Compensation Committee are independent directors within the meaning of NASDAQ Rule 5605 and are non-employee directors as defined in Rule 16b-3 of the Exchange Act.

Irene B. Rosenfeld (Chair)	Gregory N. Johnson	Kornelis (Neil) Smit

The Governance Committee		Meetings in fiscal 2024: 5
Primary Responsibilities The Governance Committee evaluates and recommends nominees, including stockholder nominees, for membership on the Board and its committees. In addition, the Governance Committee reviews, approves and oversees various corporate governance-related documents, policies and procedures, including our ESG policies, programs and initiatives (excluding matters specifically assigned to other committees pursuant to their charters); oversees our political contributions and expenditures to ensure consistency with our business objectives and public policy priorities, including reviewing our Political Contributions and Expenditures Policy; reviews our policies and programs concerning corporate citizenship and social responsibility (including charitable giving); reviews our operational resilience (business resilience and IT service resilience) programs; reviews and approves any changes to our Insider Trading Policy; and reviews compliance with our stock ownership guidelines, among other functions.
Independence All of the members of the Governance Committee are independent directors within the meaning of NASDAQ Rule 5605.

Ann M. Livermore (Chair)	Sylvia Acevedo	Jean-Pascal Tricoire

	Fiscal 2024			Fiscal 2023
Audit fees (1)		$	11,175,000		$	10,580,000
Audit-related fees (2)			1,295,000			1,434,000
Tax fees (3)			318,000			193,000
All other fees (4)			5,000			21,000
Total		$	12,793,000		$	12,228,000

	Number of Shares (as of December 15, 2024)
Outstanding Award Type	Under LTIP (1)			Under all Equity Plans (2)
Stock Options (3)			79,312			79,312
Weighted-average exercise price		$	33.53		$	33.53
Weighted-average remaining term (years)			5.42			5.42
Restricted Stock Units			38,267,954			38,267,954
Performance Stock Units (4)			2,023,882			2,023,882
Deferred Stock Units			153,583			153,583
Total shares subject to outstanding awards			40,524,731			40,524,731
Number of shares remaining available for grant (5)			47,600,818			47,737,161

Key Equity Metrics	Fiscal 2022		Fiscal 2023		Fiscal 2024
Percentage of equity awards granted to NEOs (1)		0.4%		2.4%		2.4%
Equity burn rate (2)		1.8%		2.3%		1.9%
Dilution (3)		6.7%		11.2%		9.5%
Overhang (4)		2.9%		3.3%		2.7%

	Restricted Stock Units/Deferred Stock Units/Performance Stock Units/ Restricted Stock Awards/Other Stock Awards
Name and Position (1)	Number of Units/Awards/Shares Subject to Past Awards		Number of Units/Awards/Shares Vested as of December 15, 2024 (3)		Number of Units/Awards/Shares Unvested as of December 15, 2024 (3)
Cristiano R. Amon President and Chief Executive Officer		16,961		—		408,635
Akash Palkhiwala Chief Financial Officer and Chief Operating Officer		9,517		—		186,819
James H. Thompson Chief Technology Officer		8,605		—		190,039
Alexander H. Rogers President, Qualcomm Technology Licensing and Global Affairs		5,262		—		123,549
Ann Chaplin General Counsel and Corporate Secretary		5,139		—		114,055
All current executive officers as a group (6 persons)		49,644		—		1,122,913
All current directors, who are not executive officers, as a group (12 persons) (2)		—		46,868		—
Each nominee for election as a director:
Sylvia Acevedo		—		3,916		—
Cristiano R. Amon		16,961				408,635
Mark Fields		—		3,916		—
Jeffery W. Henderson		—		3,916		—
Ann M. Livermore		—		3,916		—

Plan Category	Number of Shares to be Issued Upon Exercise / Vesting of Outstanding Awards		Weighted Average Exercise Price of Outstanding Options (1)			Number of Shares Remaining Available for Future Issuance
Equity compensation plans approved by stockholders (2)		31 (4)		$	32.55		91 (5)
Equity compensation plans not approved by stockholders (3)		—			—		—
Total		31		$	32.55		91

	Cristiano R. Amon			Current position: President and Chief Executive Officer (CEO), since June 2021 Prior Qualcomm leadership positions include: • President and CEO-elect, January 2021 to June 2021 • President, January 2018 to January 2021 • Executive Vice President, Qualcomm Technologies, Inc. (QTI) and President, Qualcomm CDMA Technologies (QCT), November 2015 to January 2018 • Executive Vice President, QTI and Co-President QCT, October 2012 to November 2015 • Senior Vice President and Co-President QCT, June 2012 to October 2012 • Senior Vice President, QCT Product Management, October 2007 to June 2012 27 years of service with Qualcomm
	Akash Palkhiwala			Current position: Chief Financial Officer (CFO), since November 2019, and Chief Operating Officer (COO), since January 2024 Prior Qualcomm leadership positions include: • Senior Vice President and Interim CFO, August 2019 to November 2019 • Senior Vice President, QCT Finance, QTI, December 2015 to August 2019 • Senior Vice President and Treasurer, October 2014 to December 2015 23 years of service with Qualcomm
	James H. Thompson			Current position: Chief Technology Officer, QTI, since March 2017 Prior Qualcomm leadership positions include: • Executive Vice President, Engineering, QTI, October 2012 to March 2017 • Senior Vice President, Engineering, July 1998 to October 2012 33 years of service with Qualcomm
	Alexander H. Rogers			Current position: President, Qualcomm Technology Licensing (QTL) and Global Affairs, since June 2021 Prior Qualcomm leadership positions include: • Executive Vice President and President, QTL, October 2016 to June 2021 • Senior Vice President and President, QTL, September 2016 to October 2016 • Senior Vice President, Deputy General Counsel and General Manager, QTL, March 2016 to September 2016 • Senior Vice President and Deputy General Counsel, October 2015 to March 2016 • Senior Vice President, Legal Counsel, April 2007 to October 2015 24 years of service with Qualcomm

NEO	2024			2023			% Change
Cristiano Amon		$	1,350,000		$	1,350,000		—%
Akash Palkhiwala		$	900,000		$	750,000		20%
James H. Thompson		$	900,000		$	900,000		—%
Alexander H. Rogers		$	800,000		$	800,000		—%
Ann Chaplin		$	700,000		$	700,000		—%

Name	ACIP Target as Percent of Salary		ACIP Target			Payout % Per Plan Formula		Payout % Approved by HR and Compensation Committee		Earned $ Amount Approved by HR and Compensation Committee
Cristiano R. Amon		200%		$	2,700,000		139%		139%		$	3,753,000
Akash Palkhiwala		150%		$	1,350,000		139%		139%		$	1,877,000
James H. Thompson		150%		$	1,350,000		139%		139%		$	1,877,000
Alexander H. Rogers		140%		$	1,120,000		139%		139%		$	1,557,000
Ann Chaplin		100%		$	700,000		139%		139%		$	973,000

Award Level	Qualcomm’s RTSR Percentile Rank Among the NASDAQ-100	Multiple of Target RTSR PSUs Earned (1)
Maximum	90th percentile and above	2x
Target	55th percentile	1x
Threshold	25th percentile	0.25x
Below Threshold	Below 25th percentile	No shares earned

	Award Level			Multiple of Target EPS PSUs Earned (1)
	Maximum			2x
	Target			1x
	Threshold			0.33x
	Below Threshold			No shares earned

Name	RTSR PSUs			EPS PSUs			RSUs			Total All Awards
Cristiano R. Amon		$	6,000,022		$	6,000,046		$	8,000,016		$	20,000,084
Akash Palkhiwala (1)		$	3,000,236		$	3,000,143		$	4,000,042		$	10,000,421
James H. Thompson		$	3,000,105		$	3,000,023		$	4,000,077		$	10,000,205
Alexander H. Rogers		$	1,800,100		$	1,800,097		$	2,400,130		$	6,000,327
Ann Chaplin		$	1,575,064		$	1,575,102		$	2,100,044		$	5,250,210

	RTSR	Adjusted EPS
Target Performance	55th Percentile		$	11.00
Actual Performance	62nd Percentile		$	10.29
Payout Percentage	120%			78%

Component	Form and Purpose	Comment
Executive Physicals	• Provide a comprehensive physical exam designed to focus on wellness, prevention and early detection of potential health risks.	This benefit is available to our Vice President and above employee population.
Nonqualified Deferred Compensation Plan (NQDC Plan) Company Match	• Company match on employees’ deferred contributions up to a maximum amount based on a predefined formula. • Provide a competitive, nonqualified, tax-efficient defined contribution retirement program for employees deemed to be “highly compensated.”	See the discussion titled “Nonqualified Deferred Compensation” under the section “Compensation Tables and Narrative Disclosures” for a description of the Company match program. The benefit of participation is available to our Senior Director and above employee population, with the match benefit available to our Vice President and above population.
Financial Planning Reimbursement	• Reimbursement of actual expenses, up to a pre-determined maximum amount based on job level, incurred for financial, estate and tax planning. • Attract and retain executive-level employees.	We reimburse up to $12,500 annually for our CEO and up to $8,000 annually for our other executive officers. A reimbursement for financial planning is also available to our Vice President and above employee population.
Additional Life Insurance	• Additional coverage, above the amount provided to all employees, up to a pre-determined maximum amount based on job level. • Attract and retain executive-level employees.	The additional coverage is $1,000,000 for our CEO and $750,000 for our other executive officers. Additional life insurance coverage is also provided to our Vice President and above population.
Use of Corporate Aircraft for Personal Travel	• Facilitate flexible travel arrangements and provide security.	This benefit is generally only available to our CEO, but may be provided to other executive officers on an exception basis if deemed to be in the Company’s best interest. The aggregate incremental cost to the Company of our CEO’s personal use of our corporate aircraft, as reported in our proxy statement, shall not exceed $500,000 in any fiscal year.
Security Personnel for our CEO	• Provide security for certain travel locations.	This benefit is only available to our CEO. We believe the risk-based security measures we have implemented for our CEO, which arose out of a FY22 security assessment, as updated from time to time, are reasonable and appropriate.
Severance Benefits	• Provide severance payments and benefits upon a qualifying termination of employment • Provide transition income replacement that will allow the executive to not be distracted from business priorities. • • Attract and retain executive-level employees.	We believe the levels of severance provided by our Executive Officer Severance Plan (Severance Plan) are consistent with market practices. Our plan does not provide for any gross-ups for excise taxes imposed as a result of severance payments. The Severance Plan is described in more detail below.

Component	Form/Purpose	Comment
Health Plans	• Support a healthy and productive workforce. • Attract and retain employees.	Qualcomm’s health plans encourage prevention and provide protection against health care costs. We offer health savings account funding to help employees pay for qualified medical expenses and encourage tax-efficient savings.
401(k) Plan	• Provide a tax-efficient retirement savings opportunity. • Attract and retain employees.	The 401(k) Plan is a tax-qualified deferred compensation plan. We match employee contributions in cash using a tiered structure in order to encourage participation among all employees. If an employee contributes the maximum annual amount permitted under IRS rules, including the maximum catch-up contribution for employees age 50 or older, the Company’s match would be $6,725 for 2024.
Employee Stock Purchase Plan (ESPP)	• Encourage ownership of Qualcomm stock and align employee and stockholder interests. • Attract and retain employees.	The ESPP is a tax-qualified plan generally available to all U.S.-based employees. Offering Periods have a duration of 24 months, with each Offering Period consisting of four consecutive six-month Purchase Periods. Purchases through payroll deductions are limited to $12,500 in fair market value (FMV) of our common stock per six-month purchase period. The purchase price is the lesser of (1) 85% of the FMV of the shares on the first day of the offering period or (2) 85% of the FMV of the shares on the applicable Purchase Date within the Offering Period.
Charitable Contribution Match	• Match cash paid to the charitable organization up to predefined maximum amounts. • Encourage and extend employees’ support of cultural, educational and community non-profit organizations.	We match 100% of employee contributions, up to predefined maximum amounts, to qualified tax-exempt non-profit organizations, excluding organizations that further religious doctrine, exclusionary organizations and/or political non-profit organizations. The maximum annual amount we will match is based on the employee’s job level. We will match up to $125,000 for our CEO and our President (if not also our CEO) and up to $100,000 for our other executive officers.
Relocation Benefits	• Attract and retain employees.	We provide relocation benefits to employees who are required to move for business purposes. We gross up for the impact of tax on such benefits for our Director and above employee population.
Change in Control Severance	• Provide severance payments and benefits upon a qualifying termination of employment following a change in control of the Company. • Provide transition income replacement that will allow the employee to not be distracted from business priorities. • Treat employees fairly following a change in control.	A cash severance package is provided based on job level and years of service, and unvested stock awards would vest. Employees would also receive outplacement support and U.S.-based employees would receive paid health care coverage through COBRA for the length of the severance period, not to exceed 18 months (except in the case of our CEO, who receives up to 24 months). We believe that the benefits provided under our Executive Officer Change in Control Severance Plan (CIC Severance Plan) are consistent with market practices. In addition, we do not provide for any “single trigger” payments. Our plans do not provide for any gross-ups for excise taxes imposed as a result of severance or other payments deemed made in connection with a change in control. The CIC Severance Plan is described in more detail below. We provide change in control benefits to non-executive officers under our Non-Executive Officer Change in Control Severance Plan.

Revenues
Company	$ Millions
T-Mobile US		$	79,571
Accenture		$	63,144
Intel		$	63,054
Charter		$	54,022
Cisco		$	53,161
Oracle		$	47,958
Qualcomm		$	42,958
Broadcom		$	34,412
Netflix		$	31,616
salesforce.com		$	31,352
Visa		$	30,187
PayPal		$	27,518
NVIDIA		$	26,974
Applied Materials		$	26,253
AMD		$	23,601
Micron Technology		$	23,063
Texas Instruments		$	20,028
Lam Research		$	19,048
Adobe		$	17,999
Intuit		$	13,684
VMware		$	13,350
NXP Semiconductors		$	13,205
Analog Devices		$	12,579
75th Percentile		$	44,572
Median		$	27,246
25th Percentile		$	19,293
QCOM Percentile Rank			74%

Market Cap
Company	$ Millions
NVIDIA		$	684,981
Visa		$	463,666
Broadcom		$	267,473
Oracle		$	250,866
Cisco		$	214,109
salesforce.com		$	199,780
Accenture		$	180,498
Adobe		$	176,769
T-Mobile US		$	176,615
Texas Instruments		$	168,563
AMD		$	157,738
Netflix		$	153,858
Qualcomm		$	142,252
Intel		$	135,156
Intuit		$	125,076
Applied Materials		$	103,806
Analog Devices		$	99,764
PayPal		$	85,916
Lam Research		$	71,532
Micron Technology		$	66,036
Charter		$	54,590
VMware		$	53,496
NXP Semiconductors		$	48,394
75th Percentile		$	194,960
Median		$	155,798
25th Percentile		$	89,378
QCOM Percentile Rank			45%

Name and Principal Position	Year		Salary ($) (2)		Bonus ($) (3)		Stock Awards ($) (4)		Non-Equity Incentive Plan Compensation ($) (5)		All Other Compensation ($) (6)		Total ($)
Cristiano R. Amon President and Chief Executive Officer		2024		1,350,000		—		20,000,084		3,753,000		828,490		25,931,574
		2023		1,346,154		—		21,110,241		540,000		493,940		23,490,335
		2022		1,150,000		—		—		2,737,000		867,113		4,754,113
Akash Palkhiwala Chief Financial Officer and Chief Operating Officer		2024		848,151		—		10,000,421		1,877,000		106,194		12,831,766
		2023		750,214		—		7,390,206		225,000		151,539		8,516,959
		2022		750,214		—		—		1,339,000		186,556		2,275,770
James H. Thompson Chief Technology Officer		2024		900,058		—		10,000,205		1,877,000		171,614		12,948,877
		2023		900,058		—		9,500,276		270,000		123,544		10,793,878
		2022		900,058		—		—		1,607,000		149,775		2,656,833
Alexander H. Rogers President, Qualcomm Technology Licensing and Global Affairs		2024		800,010		—		6,000,327		1,557,000		80,046		8,437,383
		2023		800,010		—		6,330,200		224,000		145,453		7,499,663
		2022		800,010		—		—		1,333,000		153,777		2,286,787
Ann Chaplin General Counsel and Corporate Secretary		2024		700,000		—		5,250,210		973,000		42,750		6,965,960
		2023		700,000		—		4,480,192		140,000		207,970		5,528,162
		2022		619,231		1,250,000		5,500,250		833,000		157,255		8,359,736

Name	Perquisites and Other Personal Benefits ($) (1)		Nonqualified Deferred Compensation Plan ($) (2)		Charitable Match ($) (3)		401k Match ($) (4)		Life Insurance Premiums ($) (5)		All Other Compensation Total ($)
Cristiano R. Amon		612,699		75,600		125,000		6,725		8,466		828,490
Akash Palkhiwala		—		39,009		55,000		6,032		6,153		106,194
James H. Thompson		—		46,802		100,000		6,725		18,087		171,614
Alexander H. Rogers		—		40,960		—		6,725		32,361		80,046
Ann Chaplin		—		28,000		—		6,725		8,025		42,750

				Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards (3)						All other Stock Awards: Number of shares of stock or units (#) (3)		Grant Date Fair Value of Stock Awards ($) (4)
Name	Type of Award	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)				Grant Date Fair Value of Stock Awards ($) (4)
Cristiano R. Amon	ACIP				607,500		2,700,000		5,400,000
	RTSR PSUs		12/13/23								7,999		31,995		63,990				6,000,022
	EPS PSUs		12/13/23								14,265		43,228		86,456				6,000,046
	RSUs		12/13/23														57,637		8,000,016
Akash Palkhiwala	ACIP				303,750		1,350,000		2,700,000
	RTSR PSUs		12/13/23								2,800		11,199		22,398				2,100,148
	EPS PSUs		12/13/23								4,993		15,130		30,260				2,100,044
	RSUs		12/13/23														20,173		2,800,012
	RTSR PSUs		01/22/24								1,014		4,055		8,110				900,088
	EPS PSUs		01/22/24								1,943		5,888		11,776				900,099
	RSUs		01/22/24														7,850		1,200,030
James H. Thompson	ACIP				303,750		1,350,000		2,700,000
	RTSR PSUs		12/13/23								4,000		15,998		31,996				3,000,105
	EPS PSUs		12/13/23								7,133		21,614		43,228				3,000,023
	RSUs		12/13/23														28,819		4,000,077
Alexander H. Rogers	ACIP				252,000		1,120,000		2,240,000
	RTSR PSUs		12/13/23								2,400		9,599		19,198				1,800,100
	EPS PSUs		12/13/23								4,280		12,969		25,938				1,800,097
	RSUs		12/13/23														17,292		2,400,130
Ann Chaplin	ACIP				157,500		700,000		1,400,000
	RTSR PSUs		12/13/23								2,100		8,399		16,798				1,575,064
	EPS PSUs		12/13/23								3,745		11,348		22,696				1,575,102
	RSUs		12/13/23														15,130		2,100,044

			Stock Awards
Name	Grant Date		Number of Shares or Units of Stock That Have Not Vested (#) (2)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (3)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Cristiano R. Amon		09/23/21		17,022 (4)		2,895,953
		09/23/21		29,872 (5)		5,082,123
		09/23/21		42,196 (5)		7,178,805
		12/05/22		47,491 (6)		8,079,644
		12/05/22						53,428 (11)		9,089,706
		12/05/22						49,700 (11)		8,455,461
		12/13/23		58,422 (7)		9,939,335
		12/13/23						87,633 (12)		14,909,002
		12/13/23						64,861 (12)		11,034,802
Total				195,003		33,175,860		255,622		43,488,971
Akash Palkhiwala		09/23/21		5,107 (4)		868,854
		09/23/21		8,962 (5)		1,524,705
		09/23/21		12,660 (5)		2,153,846
		12/05/22		16,627 (6)		2,828,752
		12/05/22						18,704 (11)		3,182,112
		12/05/22						17,398 (11)		2,959,922
		12/13/23		20,448 (7)		3,478,818
		12/13/23						30,672 (12)		5,218,227
		12/13/23						22,703 (12)		3,862,461
		01/22/24		7,957 (8)		1,353,724
		01/22/24						11,936 (13)		2,030,672
		01/22/24						8,220 (13)		1,398,469
Total				71,761		12,208,699		109,633		18,651,863
James H. Thompson		09/23/21		9,575 (4)		1,628,995
		09/23/21		16,803 (5)		2,858,694
		09/23/21		23,736 (5)		4,038,206
		12/05/22		21,373 (6)		3,636,188
		12/05/22						24,044 (11)		4,090,606
		12/05/22						22,366 (11)		3,805,128
		12/13/23		29,211 (7)		4,969,667
		12/13/23						43,816 (12)		7,454,416
		12/13/23						32,432 (12)		5,517,656
Total				100,698		17,131,750		122,658		20,867,806

	Footnotes to Outstanding Awards Table
	1			Our NEOs did not hold any stock options at September 29, 2024. Therefore, the “Option Awards” columns have been omitted from this table.
	2			Amounts in this column represent outstanding RSUs, as well as PSUs whose measurement periods were completed as of the end of fiscal 2024. Amounts include dividend equivalent shares that had not vested at the end of fiscal 2024 as follows: 8,325 shares for Mr. Amon; 2,736 shares for Mr. Palkhiwala; 4,427 shares for Dr. Thompson; 2,568 shares for Mr. Rogers and 2,589 shares for Ms. Chaplin.
	3			Amounts in this column represent outstanding PSUs whose measurement periods were not completed as of the end of fiscal 2024. Amounts include dividend equivalent shares that had not vested at the end of fiscal 2024 as follows: 6,034 shares for Mr. Amon; 2,382 shares for Mr. Palkhiwala; 2,817 shares for Dr. Thompson; 1,809 shares for Mr. Rogers and 1,384 shares for Ms. Chaplin.

	Stock Awards
Name	Number of Shares Acquired on Vesting (#) (2)		Value Realized on Vesting ($) (3)
Cristiano R. Amon		117,333		15,566,559
Akash Palkhiwala		46,025		6,132,863
James H. Thompson		89,420		11,874,868
Alexander H. Rogers		50,850		6,764,796
Ann Chaplin		10,673		1,343,797

Name	Executive Contributions in Last Fiscal Year ($) (1)		Registrant Contributions in Last Fiscal Year ($) (2)		Aggregate Earnings in Last Fiscal Year ($) (3)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last Fiscal Year End ($) (4)
Cristiano R. Amon		378,000		75,600		1,153,969		—		7,091,842
Akash Palkhiwala		700,141		39,009		2,231,453		—		10,076,469
James H. Thompson		234,012		46,802		6,751,154		—		26,804,667
Alexander H. Rogers		390,402		40,960		1,761,661		—		9,781,798
Ann Chaplin		185,231		28,000		119,160		—		564,923

Termination Situation	Treatment of Unvested Restricted Stock Units (RSUs)	Treatment of Unvested Performance Stock Units (PSUs)
Death	All unvested RSUs become fully vested.	All unvested PSUs become fully vested, but the number of PSU shares issued is prorated based on a pre-established formula described in the applicable award agreement.
Long-Term Disability	All unvested RSUs become fully vested.	All unvested PSUs become fully vested, but the number of PSU shares issued is prorated based on a pre-established formula described in the applicable award agreement.
Involuntary termination without Cause or voluntary resignation for Good Reason	All unvested RSUs are prorated based on the number of months that have elapsed between the date of grant and the earlier of (1) the first anniversary of the date of termination and (2) the final vesting date.	All unvested PSUs are prorated based on the number of months that have elapsed between the date of grant and the date of termination. The number of PSU shares issued is determined based on performance pursuant to the award agreement, except that the performance period for this determination will be concluded on the last day of the fiscal year in which the date of termination occurred.
Involuntary termination without Cause or voluntary resignation for Good Reason in connection with or after a change in control	“Double-trigger:” If, within 24 months after a change in control, the recipient’s employment is involuntarily terminated for any reason other than for Cause or if the recipient voluntarily resigns for Good Reason (as defined in the award agreements), vesting of RSUs is accelerated in full.	“Double-trigger:” If, in connection with or within 24 months after a change in control, the recipient’s employment is involuntarily terminated for any reason other than for Cause or if the recipient voluntarily resigns for Good Reason (as defined in the award agreements), vesting of PSUs is accelerated in full. The RTSR goal is measured at the last day of the fiscal year in which the termination occurs, and the EPS goal is assumed to be met at target.
Voluntary termination	All unvested RSUs are forfeited. Note: Retirement provision applies if retirement eligible at termination.	All unvested PSUs are forfeited. Note: Retirement provision applies if retirement eligible at termination.
Retirement (1)	RSUs will become fully vested and issued according to the original vesting schedule.	All unvested PSUs become fully vested, and the PSUs pay out at the end of the performance period based upon and subject to the achievement of the relevant performance targets.
Change in control if awards are not assumed	All unvested RSUs become fully vested.	All unvested PSUs become fully vested. The RTSR goal is measured at approximately the time of the change in control, and the EPS goal is assumed to be met at target.

Name	Termination Scenario	Cash ($) (4)		COBRA Premiums ($) (5)		Performance Stock Units/ Restricted Stock Units ($) (6)(7)		Total ($)
Cristiano R. Amon	Death		—		—		53,520,573		53,520,573
	Long-Term Disability		—		—		53,520,573		53,520,573
	Involuntary Termination (2)		8,100,000		70,172		47,832,787		56,002,959
	Change in Control (3)		8,100,000		70,172		63,929,740		72,099,912
	Voluntary Termination		—		—		—		—
	Retirement		—		—		76,664,831		76,664,831
Akash Palkhiwala	Death		—		—		15,459,770		15,459,770
	Long-Term Disability		—		—		15,459,770		15,459,770
	Involuntary Termination (2)		3,375,000		58,026		12,965,834		16,398,860
	Change in Control (3)		3,375,000		58,026		19,359,044		22,792,070
	Voluntary Termination		—		—		—		—
James H. Thompson	Death		—		—		26,719,597		26,719,597
	Long-Term Disability		—		—		26,719,597		26,719,597
	Involuntary Termination (2)		3,375,000		26,234		23,928,444		27,329,678
	Change in Control (3)		3,375,000		26,234		31,646,888		35,048,122
	Voluntary Termination		—		—		—		—
	Retirement		—		—		37,999,556		37,999,556
Alexander H. Rogers	Death		—		—		16,243,162		16,243,162
	Long-Term Disability		—		—		16,243,162		16,243,162
	Involuntary Termination (2)		2,880,000		26,234		14,534,716		17,440,950
	Change in Control (3)		2,880,000		26,234		19,368,366		22,274,600
	Voluntary Termination		—		—		—		—
	Retirement		—		—		23,185,827		23,185,827
Ann Chaplin	Death		—		—		13,407,548		13,407,548
	Long-Term Disability		—		—		13,407,548		13,407,548
	Involuntary Termination (2)		2,100,000		24,473		11,964,336		14,088,809
	Change in Control (3)		2,100,000		24,473		15,361,845		17,486,318
	Voluntary Termination		—		—		—		—