Skyworks Solutions, Inc PRE 14A, filed Mar 15, 2022

Skyworks Solutions, Inc. (SWKS)

PRE 14A 2022-03-15 For: 2022-05-11

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Added on October 17, 2026

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	Time:			11:00 a.m. PDT
	Date:			Wednesday, May 11, 2022
	Web:			www.virtualshareholdermeeting.com/SWKS2022


Date and Time	Location	Record Date
May 11, 2022 11:00 a.m. PDT	www.virtualshareholdermeeting.com/SWKS2022	March 17, 2022

	Proxy Statement Summary					1
	Proposal 1: Election of Directors					8
	Nominees for Election					10
	Board Diversity Matrix					15
	Corporate Governance					16
	Committees of the Board of Directors					20
	Role of the Board of Directors in Risk Oversight					24
	Compensation Committee Interlocks and Insider Participation					25
	Certain Relationships and Related Person Transactions					25
	Proposal 2: Ratification of Independent Registered Public Accounting Firm					26
	Audit Fees					27
	Report of the Audit Committee					28
	Proposal 3: Advisory Vote on the Compensation of Our Named Executive Officers (“Say-on-Pay” Vote)					29
	Information About Executive and Director Compensation					30
	Summary and Highlights					30
	Compensation Discussion and Analysis					31
	Compensation Tables for Named Executive Officers					44
	Director Compensation					55

	Compensation Committee Report					57
	Proposals 4-7: Approval of Amendments to Charter to Eliminate Supermajority Vote Provisions					58
	Proposal 8: Stockholder Proposal Regarding Stockholder Special Meeting Right					63
	Statement of Opposition by the Board of Directors					64
	Security Ownership of Certain Beneficial Owners and Management					66
	General Information					68
	Other Proposed Action					74
	Other Matters					74
	Appendix A: Provisions of Charter Subject to Potential Amendment					76
	Appendix B: Unaudited Reconciliations of Non-GAAP Financial Measures					83
	Discussion Regarding the Use of Non-GAAP Financial Measures					84


Date and Time	Location	Record Date
May 11, 2022 11:00 a.m. PDT	www.virtualshareholdermeeting.com/ SWKS2022	March 17, 2022

Name	Age		Director Since		Principal Occupation	Independent		Committee Memberships	Other Public Company Boards
Liam K. Griffin Chairman of the Board		55		2016	Chairman, CEO and President, Skyworks Solutions			—		1
Christine King Lead Independent Director		72		2014	Retired Executive Chairman, QLogic		•	AC, CC (C)		—
Alan S. Batey		59		2019	Retired EVP and President of North America, General Motors		•	NCGC		—
Kevin L. Beebe		63		2004	President and CEO, 2BPartners		•	NCGC (C)		2
Eric J. Guerin		50		2022	CFO, CDK Global		•	—		1
Suzanne E. McBride		53		2022	COO, Iridium Communications		•	—		1
David P. McGlade		61		2005	Retired Executive Chairman, Intelsat		•	AC (C), CC		—
Robert A. Schriesheim		61		2006	Chairman, Truax Partners		•	AC, CC		1

	Corporate Governance Best Practices
	Annually Elected Directors			All of our directors are elected annually
	Majority Vote Standard			In uncontested elections, directors are elected by a majority of votes cast
	Lead Independent Director			Initially established in 2014, the Lead Independent Director role has a robust set of duties set forth in our corporate governance guidelines
	Executive Sessions			Our independent directors regularly meet in executive sessions without management, with the Lead Independent Director presiding
	Independent Board Committees			All members of the Board’s three standing committees are independent directors
	Board Refreshment			Our Board regularly takes steps to refresh its membership, most recently appointing Mr. Guerin and Ms. McBride in early 2022
	Risk Assessment			Our Board and its committees regularly review management’s processes for identifying, assessing, and managing risks
	Annual Board Assessment			The Nominating and Corporate Governance Committee oversees an annual evaluation of the effectiveness of the Board, each committee, and individual directors
	Executive Succession Plan			The Board periodically reviews and approves the executive succession plan in consultation with the Compensation Committee and the Chief Executive Officer
	No “Poison Pill”			The Board has not adopted a “poison pill”
	Stock Ownership Requirements			All directors and executive officers are subject to robust stock ownership requirements
	Prohibition on Pledging			We prohibit our directors and employees from pledging Company securities
	Special Meeting Right			Our stockholders have the right to call a special meeting of the Company’s stockholders
	Proxy Access			Eligible stockholders may nominate their own director nominees to be included in the Company’s proxy materials
	Regular Stockholder Engagement			We regularly conduct outreach to our stockholders to understand their perspectives on governance matters

	November 2019 One-Time Awards			No one-time awards granted to Named Executive Officers in 2020 or 2021 and no future one-time grants anticipated
	Long-Term Equity: FY 2022 Performance Share Award Design			Transitioned from design win metric (non-disclosable) to relative EBITDA margin metric (disclosable) Extended performance period to two years for relative EBITDA margin metric Extended vesting period to two years for one-year emerging revenue growth metric Set target performance at 55th percentile of peer group for both relative EBITDA margin and TSR metrics
	Compensation Peer Group			Adjusted peer group to remove certain large comparator companies and improve comparability
	Clawback Policy			Adopted a clawback policy that provides for recovery of incentive compensation from executive officers in the event of a financial restatement

Liam K. Griffin, Chairman, Chief Executive Officer and President			Director since: 2016 • Age: 55
Prior to his appointment as Chairman of the Board in May 2021, Mr. Griffin had served as Chief Executive Officer and a director since May 2016 and as President since May 2014. He served as Executive Vice President and Corporate General Manager from November 2012 to May 2014, Executive Vice President and General Manager, High Performance Analog from May 2011 to November 2012, and Senior Vice President, Sales and Marketing from August 2001 to May 2011. Previously, Mr. Griffin was employed by Vectron International, a division of Dover Corp., as Vice President of Worldwide Sales from 1997 to 2001 and as Vice President of North American Sales from 1995 to 1997. Qualifications: We believe that Mr. Griffin’s qualifications to serve as a director include his strong relationships with Skyworks’ key customers, investors, employees, and other stakeholders, as well as his deep understanding of the semiconductor industry and its competitive landscape gained through serving in several different executive positions at Skyworks.			Committee(s) • None Other Public Company Boards Current • National Instruments Corporation Past 5 Years • Vicor Corporation (until 2019)

Christine King, Lead Independent Director			Director since: 2014 • Age: 72
Ms. King has been Lead Independent Director since 2019. She served as Executive Chairman of QLogic Corporation (a publicly traded developer of high-performance server and storage networking connectivity products) from August 2015 until August 2016, when it was acquired by Cavium, Inc. Previously, she served as Chief Executive Officer of Standard Microsystems Corporation (a publicly traded developer of silicon-based integrated circuits utilizing analog and mixed-signal technologies) from 2008 until the company’s acquisition in 2012 by Microchip Technology, Inc. Prior to Standard Microsystems, Ms. King was Chief Executive Officer of AMI Semiconductor, Inc., a publicly traded company, from 2001 until it was acquired by ON Semiconductor Corp. in 2008. Qualifications: We believe that Ms. King’s qualifications to serve as a director include her extensive management and operational experience in the high-tech and semiconductor industries as well as her significant strategic and financial expertise.			Committee(s) • Audit • Compensation (Chair) Other Public Company Boards Current • None Past 5 Years • Allegro MicroSystems, Inc. (until 2021) • IDACORP, Inc. (until 2021) • Cirrus Logic, Inc. (until 2018)

Alan S. Batey			Director since: 2019 • Age: 59
Mr. Batey served as Executive Vice President and President of North America for General Motors Company (a publicly traded automotive manufacturer), as well as the Global Brand Chief for Chevrolet, a division of General Motors Company, from 2014 until 2019. His career spans more than 39 years with General Motors where he held various senior management positions in operations, marketing, and sales around the world. Qualifications: We believe that Mr. Batey’s qualifications to serve as a director include his extensive senior management experience at General Motors, where he developed expertise on a broad set of complex strategic, operational, and technological matters involving the automotive industry, an industry that is expected to be a growth market for the Company.			Committee(s) • Nominating and Corporate Governance Other Public Company Boards Current • None Past 5 Years • None

Kevin L. Beebe			Director since: 2004 • Age: 63
Mr. Beebe has been President and Chief Executive Officer of 2BPartners, LLC (a partnership that provides strategic, financial, and operational advice to private equity investors and management) since 2007. In 2014, Mr. Beebe became a founding partner of Astra Capital Management (a private equity firm based in Washington, D.C.). Previously, beginning in 1998, he was Group President of Operations at ALLTEL Corporation (a telecommunications services company). Qualifications: We believe that Mr. Beebe’s qualifications to serve as a director include his two decades of experience as an operating executive in the wireless telecommunications industry as well as his experience and relationships gained from advising leading private equity firms that are transacting business in the global capital markets.			Committee(s) • Nominating and Corporate Governance (Chair) Other Public Company Boards Current • SBA Communications Corporation • Frontier Communications Parent, Inc. (formerly Frontier Communications Corporation) Past 5 Years • Altimar Acquisition Corporation (until 2021) • Altimar Acquisition Corp. II (until 2021) • NII Holdings, Inc. (until 2019)

Eric J. Guerin			Director since: 2022 • Age: 50
Mr. Guerin serves as Executive Vice President and Chief Financial Officer of CDK Global, Inc. (a publicly traded provider of integrated technology solutions to the automotive industry), a position he has held since January 2021. From 2016 to 2021, he served as Division Vice President and sector Chief Financial Officer at Corning Glass Technologies, a division of Corning Inc. (a publicly traded innovator in materials science). Previously, he served in financial leadership roles at Flowserve Corporation, Novartis Corporation, Johnson & Johnson Services Inc., and AstraZeneca PLC, each a publicly traded company or subsidiary thereof. Qualifications: We believe that Mr. Guerin’s qualifications to serve as a director include his financial and operational expertise, together with his extensive engagements within Asia-Pacific markets.			Committee(s) • None Other Public Company Boards Current • Natus Medical Incorporated Past 5 Years • None

Suzanne E. McBride			Director since: 2022 • Age: 53
Ms. McBride serves as Chief Operations Officer for Iridium Communications, Inc. (a publicly traded operator of a satellite-based global communications network). Prior to rejoining Iridium in February 2019, where she had previously served from 2007 to 2016 in various leadership roles, Ms. McBride was Senior Vice President and Chief Operations Officer for OneWeb (a privately held company building a space-based global communications network that filed a voluntary petition for Chapter 11 bankruptcy protection on March 27, 2020) from June 2016 to January 2019. Earlier in her career, she held a series of increasingly senior positions in technology and operations with Motorola Solutions, Inc. (a publicly traded telecommunications company), and General Dynamics Corporation (a publicly traded aerospace and defense company). Qualifications: We believe that Ms. McBride’s qualifications to serve as a director include her extensive strategy and operations expertise developed through twenty-five years of experience within the wireless technology industry.			Committee(s) • None Other Public Company Boards Current • Iridium Communications, Inc. Past 5 Years • None

David P. McGlade			Director since: 2005 • Age: 61
Mr. McGlade served as Executive Chairman of Intelsat S.A. (a publicly traded worldwide provider of satellite communication services) from April 2015 to March 2018, prior to which he had served as Chairman since April 2013 and Chief Executive Officer since April 2005. He retired as Chairman of Intelsat in February 2022. Previously, Mr. McGlade served as an Executive Director of mmO2 PLC and as the Chief Executive Officer of O2 UK (a subsidiary of mmO2), a position he held from October 2000 until March 2005. Qualifications: We believe that Mr. McGlade’s qualifications to serve as a director include his significant operational, strategic, and financial acumen, as well as his knowledge about global capital markets, developed over more than three decades of experience in the telecommunications business.			Committee(s) • Audit (Chair) • Compensation Other Public Company Boards Current • None Past 5 Years • Intelsat S.A. (until 2022)


	Internet			Phone			Mail

Robert A. Schriesheim			Director since: 2006 • Age: 61
Mr. Schriesheim currently serves as chairman of Truax Partners LLC (a consulting firm). He served as Executive Vice President and Chief Financial Officer of Sears Holdings Corporation (a publicly traded nationwide retailer) from August 2011 to October 2016. From January 2010 to October 2010, Mr. Schriesheim was Chief Financial Officer of Hewitt Associates, Inc. (a global human resources consulting and outsourcing company that was acquired by Aon Corporation). From October 2006 until December 2009, he was the Executive Vice President and Chief Financial Officer of Lawson Software, Inc. (a publicly traded ERP software provider). Qualifications: We believe that Mr. Schriesheim’s qualifications to serve as a director include his extensive knowledge of the capital markets and corporate financial capital structures, his expertise evaluating and structuring merger and acquisition transactions within the technology sector, and his experience gained through leading companies through major strategic and financial corporate transformations.			Committee(s) • Audit • Compensation Other Public Company Boards Current • Houlihan Lokey, Inc. Past 5 Years • Frontier Communications Corporation (until 2021) • NII Holdings, Inc. (until 2019) • Forest City Realty Trust (until 2018)

Board of Directors	• business strategy	• operational risks
	• capital allocation	• acquisitions
	• organizational structure
Audit Committee	• financial reporting	• internal audit function
	• financial and accounting controls and processes	• independent accounting firm • related-party transactions • whistleblower reporting • enterprise risk assessment
	• legal and regulatory compliance
	• cybersecurity
Compensation Committee	• executive compensation programs, policies and practices • executive performance	• management succession planning • non-employee director compensation
Nominating and Corporate Governance Committee	• Board size, composition, and effectiveness	• ethics policies and practices
Nominating and Corporate Governance Committee	• director skills, experience and diversity • corporate governance policies and practices	• corporate responsibility and sustainability (including ESG programs)

Fee Category	Fiscal Year 2021 ($)		% of Total (%)		Fiscal Year 2020 ($)		% of Total (%)
Audit Fees(1)		2,656,000		92.7		2,437,150		95.5
Tax Fees(2)		210,000		7.3		115,115		4.5
Total Fees		2,866,000		100		2,552,265		100

				Heavily weight executive compensation toward “at risk,” performance-based compensation
				Balance short-term and long-term incentive compensation
				Use multi-year vesting for executive officer equity awards
				Base half of annual performance share award on three-year relative TSR performance metric
				Maintain a clawback policy providing for recovery of incentive compensation from executive officers in the event of a financial restatement
				Maintain robust stock ownership guidelines for executive officers and non-executive directors
				Structure our executive officer compensation program to encourage appropriate risk-taking
				Benchmark pay practices against selected peer companies with whom we compete for executive talent
				Solicit advice from the Compensation Committee’s independent compensation consultant
				Hold annual “say-on-pay” advisory vote
				Conduct regular engagement with stockholders on compensation-related topics

				Guarantee bonus payments or base salary increases
				Provide single-trigger change-in-control benefits
				Provide excise tax gross-up payments in connection with a change in control of the Company
				Provide excessive perquisites to our executive officers
				Provide retirement or pension benefits to our executive officers that are not available to employees generally
				Permit hedging or other forms of speculative transactions by employees or directors
				Permit pledging by employees or directors
				Allow for the repricing of stock options without stockholder approval
				Pay dividends or dividend equivalents on unearned performance shares or restricted stock units
				Include “evergreen” provisions or “liberal” change-in-control definitions in our equity incentive award plans

	Named Executive Officers					32
	Engagement with Stockholders Regarding Executive Compensation					32
	Approach for Determining Form and Amounts of Compensation					33
	Components of Compensation					35
	Severance and Change-in-Control Benefits					42
	Executive Officer Stock Ownership Requirements					43
	Prohibition on Hedging and Certain Other Transactions					43
	Compliance with Internal Revenue Code Section 162(m)					43

Peer Group for Fiscal Year 2021 Compensation(1)
Advanced Micro Devices	KLA Corporation	Microchip Technology	Qorvo
Analog Devices	Lam Research	Micron Technology	QUALCOMM
Applied Materials	Marvell Technology	NVIDIA	Texas Instruments
Broadcom	Maxim Integrated Products	ON Semiconductor	Xilinx

	FY2021 Base Salary ($)		FY2020 Base Salary ($)
Liam K. Griffin		1,075,000		1,029,000
Kris Sennesael		560,000		530,000
Carlos S. Bori		475,000		457,000
Robert J. Terry		492,000		473,000
Karilee A. Durham		450,000		432,000

	Threshold		Target		Maximum
Chief Executive Officer		80%		160%		320%
Chief Financial Officer		50%		100%		200%
Other Executive Officers		40%		80%		160%

	Revenue						Non-GAAP EBITDA
(in millions)	1st Half			2nd Half			1st Half			2nd Half
Threshold		$	1,700		$	2,018		$	730		$	855
Target		$	1,835		$	2,168		$	795		$	940
Maximum		$	1,900		$	2,318		$	825		$	1,025

Name	Value of FY21 Stock-Based Award(1)			Number of Shares Subject to PSAs, at Target(2)		Number of Shares Subject to RSUs(2)
Liam K. Griffin		$	11,000,000		45,874		30,583
Kris Sennesael		$	3,400,000		14,179		9,452
Carlos S. Bori		$	2,900,000		12,094		8,062
Robert J. Terry		$	2,700,000		11,260		7,506
Karilee A. Durham		$	1,900,000		7,923		5,282

	Performance Achieved
	Threshold		Target		Maximum
% of Target Level Shares Earned with Respect to Emerging Revenue Growth Metric		50%		100%		200%
% of Target Level Shares Earned with Respect to Design Win Metric		50%		100%		200%
% of Target Level Shares Earned with Respect to TSR Percentile Ranking Metric		50%		100%		300%

	Anniversary of Grant Date(1)
	One Year		Two Year		Three Year
% of Shares Earned with Respect to Emerging Revenue Growth Metric		50%		50%
% of Shares Earned with Respect to Design Win Metric		50%		50%
% of Shares Earned with Respect to TSR Percentile Ranking Metric						100%

	Multiple of Annual Base Salary(1)		Shares
Chief Executive Officer		6		107,500
Chief Financial Officer		2.5		23,300
Senior Vice President, Sales and Marketing		2.5		19,800
Senior Vice President and General Counsel		2.5		20,500
Senior Vice President, Human Resources		2.5		18,800

Name and Principal Position	Year	Salary ($)	Stock Awards ($)(1)	Non-Equity Incentive Plan Compensation ($)(2)	All Other Compensation ($)(3)	Total ($)
Liam K. Griffin	2021	1,070,223	11,612,745	3,440,000	27,453	16,150,421
Chairman, Chief Executive Officer and President	2020	1,043,888	17,430,589	3,292,800	33,162	21,800,439
Chairman, Chief Executive Officer and President	2019	972,000	11,658,937	1,011,257	18,399	13,660,593
Kris Sennesael	2021	556,885	3,589,223	1,120,000	15,203	5,281,311
Senior Vice President and Chief Financial Officer	2020	537,192	5,677,593	1,060,000	18,591	7,293,376
Senior Vice President and Chief Financial Officer	2019	496,000	3,264,443	322,467	15,352	4,098,262
Carlos S. Bori	2021	473,131	3,061,420	760,000	17,154	4,311,705
Senior Vice President, Sales and Marketing	2020	463,189	4,856,262	731,200	15,444	6,066,095
Senior Vice President, Sales and Marketing	2019	428,200	3,147,860	222,373	12,561	3,810,994
Robert J. Terry	2021	490,027	2,850,298	787,200	16,045	4,143,570
Senior Vice President, General Counsel and Secretary	2020	479,396	4,431,833	756,800	15,994	5,684,023
Senior Vice President, General Counsel and Secretary	2019	442,700	1,981,920	230,112	15,287	2,670,019
Karilee A. Durham(4)	2021	448,131	2,005,655	720,000	13,830	3,187,616
Senior Vice President, Human Resources	2020	437,908	3,037,435	691,200	16,531	4,183,074
Senior Vice President, Human Resources

			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 Stock Or Units (#)(3)		Grant Date Fair Value of Stock and Option Awards ($)
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		All Other Stock Awards: Number of Stock Or Units (#)(3)		Grant Date Fair Value of Stock and Option Awards ($)
Liam K. Griffin				860,000		1,720,000		3,440,000
		11/11/2020								22,937		45,874		114,685				7,212,769	(4)
		11/11/2020														30,583		4,399,976	(5)
Kris Sennesael				280,000		560,000		1,120,000
		11/11/2020								7,089		14,179		35,447				2,229,364	(4)
		11/11/2020														9,452		1,359,859	(5)
Carlos S. Bori				190,000		380,000		760,000
		11/11/2020								6,047		12,094		30,235				1,901,540	(4)
		11/11/2020														8,062		1,159,880	(5)
Robert J. Terry				196,800		393,600		787,200
		11/11/2020								5,630		11,260		28,150				1,770,410	(4)
		11/11/2020														7,506		1,079,888	(5)
Karilee A. Durham				180,000		360,000		720,000
		11/11/2020								3,961		7,923		19,807				1,245,733	(4)
		11/11/2020														5,282		759,921	(5)

	Option Awards								Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock that Have Not Vested (#)			Market Value of Shares or Units of Stock that Have Not Vested ($)(1)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or other Rights that Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or other Rights that Have Not Vested ($)(1)
Liam K. Griffin		13,211		—		77.66		11/9/2023		26,914	(2)		4,411,743		91,164	(10)		14,943,603
										30,388	(3)		4,981,201		11,468	(11)		1,879,835
										94,965	(4)		15,566,663
										45,874	(5)		7,519,666
										6,193	(6)		1,015,157
										24,200	(7)		3,966,864
										30,388	(8)		4,981,201
										30,583	(9)		5,013,165
Kris Sennesael		40,000		—		75.22		8/29/2023		7,535	(2)		1,235,137		29,172	(10)		4,781,874
		12,770		—		77.66		11/9/2023		9,724	(3)		1,593,958		3,544	(11)		580,932
										14,180	(5)		2,324,386
										2,158	(6)		353,739
										6,776	(7)		1,110,722
										9,723	(8)		1,593,794
										8,610	(12)		1,411,351
										9,452	(9)		1,549,372
Carlos S. Bori										7,266	(2)		1,191,043		24,615	(10)		4,034,891
										8,204	(3)		1,344,800		3,023	(11)		495,530
										12,094	(5)		1,982,448
										2,158	(6)		353,739
										6,534	(7)		1,071,053
										8,205	(8)		1,344,964
										7,597	(12)		1,245,300
										8,062	(9)		1,321,523
Robert J. Terry		502		—		75.91		11/10/2023		4,575	(2)		749,934		23,703	(10)		3,885,396
										7,900	(3)		1,294,968		2,815	(11)		461,435
										11,260	(5)		1,845,739
										1,349	(6)		221,128
										4,114	(7)		674,367
										7,900	(8)		1,294,968
										6,077	(12)		996,142
										7,506	(9)		1,230,384
Karilee A. Durham										2,960	(2)		485,203		16,410	(10)		2,689,927
										5,468	(3)		896,315		1,980	(11)		324,562
										7,924	(5)		1,298,902
										4,426	(13)		725,510
										2,662	(7)		436,355
										5,469	(8)		896,478
										4,051	(12)		664,040
										5,282	(9)		865,825

Name	Benefit	Termination w/o Cause Outside Change in Control ($)(1)			Termination w/o Cause or for Good Reason, After Change in Control ($)			Death/Disability ($)
Liam K. Griffin(2)	Salary and Short-Term Incentive		5,875,814	(3)		7,344,767	(4)		—
	Accelerated RSUs		14,976,387			14,976,387			14,976,387
	Accelerated PSAs(5)		44,142,836			44,142,836			44,142,836
	Medical		27,458			32,950			—
	TOTAL		65,022,495			66,496,940			59,119,223
Kris Sennesael(2)	Salary and Short-Term Incentive		560,000	(6)		1,715,904	(7)		—
	Accelerated RSUs		—			6,018,978			6,018,978
	Accelerated PSAs(5)		—			8,783,161			8,783,161
	Medical		24,426			36,639			—
	TOTAL		584,426			16,554,682			14,802,139
Carlos S. Bori(2)	Salary and Short-Term Incentive		475,000	(6)		1,315,121	(7)		—
	Accelerated RSUs		—			5,336,580			5,336,580
	Accelerated PSAs(5)		—			7,643,590			7,643,590
	Medical		24,426			36,639			—
	TOTAL		499,426			14,331,930			12,980,170
Robert J. Terry(2)	Salary and Short-Term Incentive		492,000	(6)		1,360,413	(7)		—
	Accelerated RSUs		—			4,416,988			4,416,988
	Accelerated PSAs(5)		—			6,729,900			6,729,900
	Medical		24,426			36,639			—
	TOTAL		516,426			12,543,940			11,146,888
Karilee A. Durham(2)	Salary and Short-Term Incentive		450,000	(6)		1,264,453	(7)		—
	Accelerated RSUs		—			3,588,209			3,588,209
	Accelerated PSAs(5)		—			4,644,673			4,644,673
	Medical		24,426			36,639			—
	TOTAL		474,426			9,533,974			8,232,882

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)(2)		Total ($)
David J. Aldrich, Former Chairman of the Board(3)		126,154		—		126,154
Christine King, Lead Independent Director		160,000		175,099		335,099
Alan S. Batey		82,500		175,099		257,599
Kevin L. Beebe		90,000		175,099		265,099
Timothy R. Furey		97,500		175,099		272,599
David P. McGlade		115,000		175,099		290,099
Robert A. Schriesheim		100,000		175,099		275,099
Kimberly S. Stevenson		82,500		175,099		257,599

Name	Number of Securities Underlying Unexercised Options		Number of Shares Subject to Unvested RSUs
Christine King, Lead Independent Director		—		1,084
Alan S. Batey		—		1,924
Kevin L. Beebe		—		1,084
Timothy R. Furey		—		1,084
David P. McGlade		—		1,084
Robert A. Schriesheim		—		1,084
Kimberly S. Stevenson		—		1,084