Skyworks Solutions, Inc PRE 14A, filed Mar 14, 2023

Skyworks Solutions, Inc. (SWKS)

PRE 14A 2023-03-14 For: 2023-05-10

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	Time:			11:00 a.m. PDT
	Date:			Wednesday, May 10, 2023
	Web:			www.virtualshareholdermeeting.com/SWKS2023


Date and Time	Location	Record Date
May 10, 2023 11:00 a.m. PDT	www.virtualshareholdermeeting.com/ SWKS2023	March 16, 2023

	Proxy Statement Summary					1
	Proposal 1: Election of Directors					8
	Nominees for Election					10
	Board Diversity Matrix					16
	Corporate Governance					17
	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					45
	Director Compensation					56

	Compensation Committee Report					58
	Proposal 4: Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of Our Named Executive Officers (“Say-on-Frequency” Vote)					59
	Proposal 5: Approval of Amendment to the Company's Restated Certificate of Incorporation to Reflect New Delaware Law Provisions Regarding Exculpation of Officers					60
	Proposal 6: Stockholder Proposal Regarding Simple Majority Vote					62
	Statement by the Board of Directors on the Stockholder Proposal					63
	Security Ownership of Certain Beneficial Owners and Management					64
	General Information					66
	Other Proposed Action					72
	Other Matters					72
	Appendix A: Unaudited Reconciliations of Non-GAAP Financial Measures					74
	Discussion Regarding the Use of Non-GAAP Financial Measures					75


Date and Time	Location	Record Date
May 10, 2023 11:00 a.m. PDT	www.virtualshareholdermeeting.com/ SWKS2023	March 16, 2023

Name	Age		Director Since		Principal Occupation	Independent		Committee Memberships	Other Public Company Boards
Liam K. Griffin Chairman of the Board		56		2016	Chairman, CEO and President, Skyworks Solutions			—		1
Christine King Lead Independent Director		73		2014	Retired Executive Chairman, QLogic		•	AC, CC (C)		—
Alan S. Batey		60		2019	Retired EVP and President of North America, General Motors		•	CC		—
Kevin L. Beebe		63		2004	President and CEO, 2BPartners		•	NCGC (C)		2
Eric J. Guerin		51		2022	CFO, Veritiv Corporation		•	NCGC		—
Suzanne E. McBride		54		2022	COO, Iridium Communications		•	NCGC		1
David P. McGlade		62		2005	Retired Executive Chairman, Intelsat		•	AC (C), NCGC		—
Robert A. Schriesheim		62		2006	Chairman, Truax Partners		•	AC, CC		1
Maryann Turcke		57		2023	Former Chief Operating Officer, National Football League		•			2

	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, including adding three new directors since 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

Liam K. Griffin, Chairman, Chief Executive Officer and President			Director since: 2016 • Age: 56
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 over the past two decades.			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: 73
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: 60
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) • Compensation 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: 51
Mr. Guerin serves as Senior Vice President and Chief Financial Officer of Veritiv Corporation (a publicly traded provider of packaging and hygiene products), a position he has held since March 2023, and prior to that, as its Senior Vice President-Finance from January 2023 to March 2023. Previously, he served as Executive Vice President and Chief Financial Officer of CDK Global (a formerly publicly traded provider of integrated technology solutions to the automotive industry) from 2021 to 2022. 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) • Nominating and Corporate Governance Other Public Company Boards Current • None Past 5 Years • Natus Medical Incorporated (until 2022)

Suzanne E. McBride			Director since: 2022 • Age: 54
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 served from June 2016 to January 2019 as 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). 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) • Nominating and Corporate Governance Other Public Company Boards Current • Iridium Communications, Inc. Past 5 Years • None

David P. McGlade			Director since: 2005 • Age: 62
Mr. McGlade served as Chairman of the Board of Intelsat S.A. (a publicly traded worldwide provider of satellite communication services) from April 2013 to February 2022. He served as Executive Chairman of Intelsat from April 2015 to March 2018, prior to which he served as Chairman and Chief Executive Officer. 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 nearly four decades of experience in the telecommunications business.			Committee(s) • Audit (Chair) • Nominating and Corporate Governance Other Public Company Boards Current • None Past 5 Years • Intelsat S.A. (until 2022)

Robert A. Schriesheim			Director since: 2006 • Age: 62
Mr. Schriesheim has been Chairman of Truax Partners LLC (a consulting firm) since 2018. 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., Lead Independent Director Past 5 Years • Frontier Communications Corporation (until 2021) • NII Holdings, Inc. (until 2019) • Forest City Realty Trust (until 2018)


	Internet			Phone			Mail

Maryann Turcke			Director since: 2023 • Age: 57
Ms. Turcke most recently served as a senior advisor at Brookfield Asset Management from September 2020 to September 2022. Previously, Ms. Turcke served as Chief Operating Officer of the National Football League (NFL) from January 2018 to September 2020 and as a Senior Advisor for the NFL from September 2020 to May 2021. She joined the league as President of NFL Network, Digital Media, NFL Films and IT in April 2017. Prior to the NFL, Ms. Turcke served for more than a decade in various leadership roles within BCE Inc. (a publicly traded communications company formerly known as Bell Canada Enterprises), including serving from April 2015 to February 2017 as president of Bell Media, a division of BCE. Qualifications: We believe that Ms. Turcke’s qualifications to serve as a director include her significant operational, management and financial experience, including in the telecommunications industry.			Committee(s) • None Other Public Company Boards Current • Frontier Communications Parent, Inc. • Royal Bank of Canada Past 5 Years • Northern Star Investment Corp. II (until 2023)

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 evaluation processes
	• 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	• director skills, experience and diversity
Nominating and Corporate Governance Committee	• corporate governance policies and practices • ethics policies and practices	• corporate responsibility and sustainability (including ESG programs)

Fee Category	Fiscal Year 2022 ($)		% of Total (%)		Fiscal Year 2021 ($)		% of Total (%)
Audit Fees(1)		2,479,240		98.5		2,656,000		92.7
Tax Fees(2)		38,838		1.5		210,000		7.3
Total Fees		2,518,078		100		2,866,000		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					32
	Components of Compensation					34
	Severance and Change-in-Control Benefits					42
	Executive Officer Stock Ownership Requirements					43
	Prohibition on Hedging and Certain Other Transactions					44
	Compliance with Internal Revenue Code Section 162(m)					44

Peer Group for Fiscal Year 2022 Compensation (“FY22 Peer Group”)(1)
Advanced Micro Devices	Marvell Technology	NXP Semiconductors	Texas Instruments
Analog Devices	Maxim Integrated Products	ON Semiconductor	Western Digital
KLA Corporation	Microchip Technology	Qorvo	Xilinx
Lam Research	Micron Technology	QUALCOMM

	FY2022 Base Salary ($)		FY2021 Base Salary ($)		Increase (%)
Liam K. Griffin		1,130,000		1,075,000		5.1%
Kris Sennesael		588,000		560,000		5.0%
Reza Kasnavi(1)		557,000		525,000		6.1%
Carlos S. Bori		520,000		475,000		9.5%
Robert J. Terry		522,000		492,000		6.1%

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

	Revenue						Non-GAAP Operating Income
(in millions)	1st Half			2nd Half			1st Half			2nd Half
Threshold		$	2,485		$	2,515		$	927		$	948
Target		$	2,715		$	2,750		$	1,027		$	1,053
Maximum		$	2,790		$	2,830		$	1,062		$	1,088

	Revenue						Operating Income
(in millions)	1st Half			2nd Half			1st Half			2nd Half
Threshold		$	2,485		$	2,515		$	927		$	948
Target		$	2,715		$	2,750		$	1,027		$	1,053
Maximum		$	2,790		$	2,830		$	1,062		$	1,088
Achieved		$	2,846		$	2,640		$	1,077		$	968

Name	Value of FY22 Stock-Based Award(1)			Number of Shares Subject to PSAs, at Target(2)		Number of Shares Subject to RSUs(2)
Liam K. Griffin		$	12,750,000		47,720		31,813
Kris Sennesael		$	4,025,000		15,064		10,043
Reza Kasnavi		$	3,910,000		14,634		9,756
Carlos S. Bori		$	3,910,000		14,634		9,756
Robert J. Terry		$	3,220,000		12,051		8,034

	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 EBITDA Margin Percentile Ranking Metric		50%		100%		200%
% of Target Level Shares Earned with Respect to TSR Percentile Ranking Metric		50%		100%		300%

	Multiple of Annual Base Salary(1)		Shares
Chief Executive Officer		6		96,900
Chief Financial Officer		2.5		21,000
Senior Vice President, Technology and Manufacturing		2.5		19,900
Senior Vice President, Sales and Marketing		2.5		18,600
Senior Vice President and General Counsel		2.5		18,600

Name and Principal Position	Year	Salary ($)	Stock Awards ($)(1)	Non-Equity Incentive Plan Compensation ($)(2)	All Other Compensation ($)(3)	Total ($)
Liam K. Griffin	2022	1,124,289	13,087,793	2,423,906	31,174	16,667,162
Chairman, Chief Executive Officer and President	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
Kris Sennesael	2022	585,092	4,131,556	788,306	17,384	5,522,338
Senior Vice President and Chief Financial Officer	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
Reza Kasnavi(4)	2022	553,677	4,013,570	597,396	33,910	5,198,553
Senior Vice President, Technology and Manufacturing
Carlos S. Bori	2022	515,327	4,013,570	557,713	15,324	5,101,934
Senior Vice President, Sales and Marketing	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
Robert J. Terry	2022	518,885	3,305,147	559,858	22,731	4,406,621
Senior Vice President, General Counsel and Secretary	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

			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 ($)
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)				Grant Date Fair Value of Stock and Option Awards ($)
Liam K. Griffin				904,000		1,808,000		3,616,000
		11/10/2021								23,860		47,720		119,300				7,987,851	(4)
		11/10/2021														31,813		5,099,942	(5)
Kris Sennesael				294,000		588,000		1,176,000
		11/10/2021								7,532		15,064		37,660				2,521,563	(4)
		11/10/2021														10,043		1,609,993	(5)
Reza Kasnavi				222,800		445,600		891,200
		11/10/2021								7,317		14,634		36,585				2,449,585	(4)
		11/10/2021														9,756		1,563,984	(5)
Carlos S. Bori				208,000		416,000		832,000
		11/10/2021								7,317		14,634		36,585				2,449,585	(4)
		11/10/2021														9,756		1,563,984	(5)
Robert J. Terry				208,800		417,600		835,200
		11/10/2021								6,025		12,051		30,127				2,017,217	(4)
		11/10/2021														8,034		1,287,931	(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		22,936	(2)		1,955,753		15,194	(8)		1,295,592
										23,860	(3)		2,034,542		11,468	(9)		977,876
										12,100	(4)		1,031,767		35,790	(10)		3,051,813
										20,258	(5)		1,727,400
										22,937	(6)		1,955,838
										31,813	(7)		2,712,694
Kris Sennesael		40,000		—		75.22		8/29/2023		7,088	(2)		604,394		4,862	(8)		414,583
		12,770		—		77.66		11/9/2023		7,532	(3)		642,254		3,544	(9)		302,197
										3,388	(4)		288,895		11,298	(10)		963,380
										6,482	(5)		552,720
										7,089	(6)		604,479
										10,043	(7)		856,367
Reza Kasnavi										6,880	(2)		586,658		4,102	(8)		349,778
										7,318	(3)		624,006		3,440	(9)		293,329
										2,420	(4)		206,353		10,974	(10)		935,753
										5,470	(5)		466,427
										6,880	(6)		586,658
										9,756	(7)		831,894
Carlos S. Bori										6,046	(2)		515,542		4,102	(8)		349,778
										7,318	(3)		624,006		3,023	(9)		257,771
										3,267	(4)		278,577		10,974	(10)		935,753
										5,470	(5)		466,427
										6,046	(6)		515,542
										9,756	(7)		831,894
Robert J. Terry										5,628	(2)		479,900		3,950	(8)		336,816
										6,026	(3)		513,837		2,815	(9)		240,035
										2,057	(4)		175,400		9,038	(10)		770,670
										5,266	(5)		449,032
										5,629	(6)		479,985
										8,034	(7)		685,059

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		6,276,038	(3)		7,845,047	(4)		—
	Accelerated RSUs		7,427,699			7,427,699			7,427,699
	Accelerated PSAs(5)		11,924,753			11,924,753			11,924,753
	Medical		33,052			39,662			—
	TOTAL		25,661,542			27,237,161			19,352,452
Kris Sennesael(2)	Salary and Short-Term Incentive		588,000	(6)		1,853,233	(7)		—
	Accelerated RSUs		—			2,302,460			2,302,460
	Accelerated PSAs(5)		—			3,749,578			3,749,578
	Medical		26,441			39,662			—
	TOTAL		614,441			7,944,933			6,052,038
Reza Kasnavi(2)	Salary and Short-Term Incentive		557,000	(6)		1,528,689	(7)		—
	Accelerated RSUs		—			2,091,332			2,091,332
	Accelerated PSAs(5)		—			3,535,806			3,535,806
	Medical		8,241			12,362			—
	TOTAL		565,241			7,168,189			5,627,138
Carlos S. Bori(2)	Salary and Short-Term Incentive		520,000	(6)		1,446,787	(7)		—
	Accelerated RSUs		—			2,092,440			2,092,440
	Accelerated PSAs(5)		—			3,393,575			3,393,575
	Medical		26,441			39,662			—
	TOTAL		546,441			6,972,464			5,486,015
Robert J. Terry(2)	Salary and Short-Term Incentive		522,000	(6)		1,473,256	(7)		—
	Accelerated RSUs		—			1,789,476			1,789,476
	Accelerated PSAs(5)		—			3,002,953			3,002,953
	Medical		26,441			39,662			—
	TOTAL		548,441			6,305,347			4,792,429

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)(2)		Total ($)
Christine King, Lead Independent Director		163,750		188,708		352,458
Alan S. Batey		87,218		188,708		275,926
Kevin L. Beebe		93,750		188,708		282,458
Timothy R. Furey, Former Director(3)		61,545		—		61,545
Eric J. Guerin		56,239		388,770		445,009
Suzanne E. McBride		55,794		388,751		444,545
David P. McGlade		117,782		188,708		306,490
Robert A. Schriesheim		103,750		188,708		292,458
Kimberly S. Stevenson, Former Director(3)		52,356		—		52,356

Name	Number of Securities Underlying Unexercised Options		Number of Shares Subject to Unvested RSUs
Christine King, Lead Independent Director		—		1,900
Alan S. Batey		—		1,900
Kevin L. Beebe		—		1,900
Eric J. Guerin		—		3,240
Suzanne E. McBride		—		3,248
David P. McGlade		—		1,900
Robert A. Schriesheim		—		1,900