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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.    )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:

Preliminary Proxy Statement

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

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12
SKYWORKS SOLUTIONS, INC.
(Name of Registrant as Specified In Its Charter)
   
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.
 

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March 25, 2022
Dear Stockholder:
I am pleased to invite you to attend the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Skyworks Solutions, Inc., to be held at:
Time: 11:00 a.m. PDT
Date: Wednesday, May 11, 2022
Web: www.virtualshareholdermeeting.com/SWKS2022
You will be able to attend and participate in the Annual Meeting online at the web address above, where you will be able to listen to the meeting live, submit questions, and vote. We look forward to your participation online or by proxy. The attached Notice of 2022 Annual Meeting of Stockholders and Proxy Statement describe the matters that we expect to be acted upon at the Annual Meeting.
Whether or not you plan to attend the Annual Meeting online, and regardless of how many shares you own, it is important that your shares be represented at the Annual Meeting. Accordingly, if you are a stockholder of record, we urge you to complete the proxy and return it to us promptly in the postage-prepaid envelope provided, or to complete and submit your proxy by telephone or via the internet in accordance with the instructions on the proxy card. If your shares are held in “street name,” that is, held for your account by a broker or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted. If you do attend the Annual Meeting online and wish to vote at that time, you may revoke a previously submitted proxy by voting at the meeting.
Sincerely yours,
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Liam K. Griffin
Chairman, Chief Executive Officer and President

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LETTER FROM LEAD INDEPENDENT DIRECTOR
Dear Stockholder:
First and foremost, on behalf of the Board of Directors, I thank you for your investment in Skyworks and for the confidence you place in the Board to oversee your interests in our Company. While the COVID-19 pandemic continued to pose challenges in 2021, we are proud of the Company’s significant progress executing against its long-term strategy. As we advance through the initial stages of a multi-year wireless transition, our performance remains strong. Of note, in fiscal year 2021 we achieved record revenue of  $5.1 billion, up 52% year-over-year, delivering significant growth as a result of our expanded product portfolio. Skyworks is well-positioned to continue making investments in next-generation technologies to fuel sustainable growth.
The Board is committed to providing critical oversight and helping to ensure that the Company’s corporate culture is aligned with growing and protecting your investment over the long term. As directors, we continue to play a leading role in overseeing the strategic direction of the Company and monitoring execution of this strategy by management. The 2022 Annual Meeting of Stockholders provides a moment to reflect on some of the Board’s key focus areas, which include:

Refreshing Our Board with New Perspectives: Our Board includes a diverse, experienced group of independent directors with a range of relevant qualifications that support the Company’s strategy and position it for long-term success. Thoughtful, ongoing attention to Board composition is an important responsibility as we seek to ensure an appropriate mix of tenure and expertise that balances fresh perspectives and institutional knowledge. Earlier this year, we appointed Eric J. Guerin and Suzanne “Suzi” E. McBride to the Board. They both bring a wealth of experience, and we look forward to leveraging their skills and insights as we deliver on our vision of Connecting Everyone and Everything, All the Time.

Engaging Regularly with Stockholders: Stockholder engagement remains an important part of the Board’s longstanding commitment to sound governance practices. Our ongoing dialogue with stockholders throughout the year allows the Board to better understand our stockholders’ priorities and perspectives and to incorporate them into our deliberations and decision making. Following low support for our executive pay program at the 2021 Annual Meeting, our Compensation Committee undertook a robust process to review the Company’s executive compensation structure, taking into account feedback from our stockholders that we gathered as part of an extensive outreach effort. In the months following the 2021 Annual Meeting, we proactively reached out to stockholders representing nearly 51% of the Company’s outstanding common stock and I personally engaged with stockholders representing approximately 34% of the Company’s outstanding common stock. These efforts resulted in meaningful, responsive changes to our executive compensation program, as highlighted in the pages that follow. We continue to believe that one of the Board’s most critical responsibilities is ensuring an executive compensation program that appropriately attracts, retains, and incentivizes our management team, and we further believe that the changes made to the compensation program are aligned with the interests of you, our stockholders.
As we move forward in 2022, I am confident that the Company will continue to build on its momentum with the Board’s active involvement and stewardship. We look forward to hearing your views at this year’s Annual Meeting and in the year to come.
With appreciation,
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Christine King
Lead Independent Director
Chairman, Compensation Committee
Member, Audit Committee

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NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS
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Date and Time
Location
Record Date
May 11, 2022
11:00 a.m. PDT
www.virtualshareholdermeeting.com/​SWKS2022
March 17, 2022
Items of Business
1.
To elect eight individuals nominated to serve as directors of the Company with terms expiring at the 2023 Annual Meeting of Stockholders and named in the Proxy Statement;
2.
To ratify the selection by the Company’s Audit Committee of KPMG LLP as the independent registered public accounting firm for the Company for fiscal year 2022;
3.
To approve, on an advisory basis, the compensation of the Company’s named executive officers;
4-7.
To approve four separate amendments to the Company’s Restated Certificate of Incorporation to eliminate the supermajority vote provisions relating to (a) stockholder approval of a merger or consolidation, disposition of all or substantially all of the Company’s assets, or issuance of a substantial amount of the Company’s securities; (b) stockholder approval of a business combination with any related person; (c) stockholder amendment of charter provisions governing directors; and (d) stockholder amendment of the charter provision governing action by stockholders;
8.
To consider one stockholder proposal, if properly presented at the Annual Meeting; and
9.
To transact such other business as may properly come before the Annual Meeting.
Your Vote Is Important.
To ensure your representation at the Annual Meeting, please submit your proxy or voting instructions as soon as possible by using any of the following methods, as described in greater detail on your proxy card or voter instruction form.
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Internet
Phone
Mail
The accompanying Proxy Statement includes further information about how to attend the Annual Meeting online, vote your shares online during the Annual Meeting, and submit questions online during the Annual Meeting. A complete list of registered stockholders will be available for examination during the Annual Meeting at www.virtualshareholdermeeting.com/SWKS2022.
By Order of the Board of Directors,
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Robert J. Terry
Senior Vice President, General Counsel and Secretary
Irvine, California • March 25, 2022
 

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PROXY STATEMENT 2022
Table of Contents
1
8
10
15
16
20
24
25
25
Proposal 2: Ratification of Independent Registered Public Accounting Firm 26
27
28
Proposal 3: Advisory Vote on the Compensation of Our Named Executive Officers (“Say-on-Pay” Vote) 29
30
30
31
44
55
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
64
Security Ownership of Certain Beneficial Owners and Management 66
68
74
74
Appendix A: Provisions of Charter Subject to Potential Amendment 76
Appendix B: Unaudited Reconciliations of Non-GAAP Financial Measures 83
84
 
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PROXY STATEMENT SUMMARY               
This summary highlights financial and other accomplishments during fiscal year 2021, as well as information generally contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider in advance of the 2022 Annual Meeting of Stockholders, and we encourage you to read the entire Proxy Statement before voting your shares.
2022 Annual Meeting of Stockholders
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Date and Time
Location
Record Date
May 11, 2022
11:00 a.m. PDT
www.virtualshareholdermeeting.com/​
SWKS2022
March 17, 2022
Matters to be Voted Upon
Your vote is very important to us. Please cast your vote on all of the proposals to ensure that your shares are represented.
Proposal
Required Vote
for Approval
Board
Recommendation
See
Page
1.
Election of Directors
For each director, majority of votes cast
FOR Each
Nominee
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2.
Ratification of Appointment of KPMG LLP
Majority of votes present and entitled to vote
FOR
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26
3.
Advisory Vote to Approve Compensation of Named Executive Officers
Majority of votes present and entitled to vote
FOR
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29
4 – 7.
Approve Amendments to Certificate of Incorporation to Eliminate Supermajority Vote Provisions
80% (or 90% in case of Proposal 5) of shares outstanding
FOR
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58
8.
One Stockholder Proposal, if Properly Presented at the Annual Meeting
Majority of votes present and entitled to vote
AGAINST
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63
 
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Financial Highlights from Fiscal Year 2021
In our fiscal year ended October 1, 2021 (“fiscal year 2021”), the Company delivered strong performance through the initial stage of a multi-year wireless transition that has been powered by deep customer relationships and decades of investments in innovative connectivity solutions.

Achieved net revenue of $5.109 billion, up 52% year over year

Achieved operating margin of 31.6% on a GAAP basis (38.2% on a non-GAAP basis)1

Achieved diluted earnings per share of $8.97 on a GAAP basis ($10.50 on a non-GAAP basis)1

Generated operating cash flow of $1.772 billion, up 47% year over year

Increased our quarterly dividend from $0.50 per share to $0.56 per share

Returned $536.2 million to stockholders through repurchasing 1.4 million shares of our common stock for $195.6 million and through payments of $340.6 million in cash dividends
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1
Please see table on page 83 for a full reconciliation of non-GAAP results to GAAP results.
 
2
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Driving Long-Term Stockholder Value
The Company’s strong long-term performance is demonstrated in our total stockholder return (“TSR”), which has outperformed the S&P 500 benchmark over the past three, five, and ten fiscal year periods, as displayed in the chart below.
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Other Accomplishments from Fiscal Year 2021
During fiscal year 2021, we acquired the Infrastructure and Automotive business of Silicon Laboratories Inc. (the “Acquisition”). The Acquisition accelerates our expansion into high-growth market segments, including electric and hybrid vehicles, industrial and motor control, power supply, 5G wireless infrastructure, optical data communication, data center, automotive, smart home, and several other applications.
In addition, we broadened our customer set and expanded our suite of applications. Highlights from the year include:

Expanded the comprehensive coverage of our Sky5® portfolio, supporting more than 20 5G smartphone platforms of the leading Tier-1 OEMs

Extended market leadership in Wi-Fi 6 and 6E connectivity platforms

Enhanced IoT connected home and security solutions extending range and maximized power efficiency

Captured design wins supporting home fitness applications

Provided power isolation solutions for EV, residential solar, and energy storage systems

Ramped innovative, cognitive wireless audio solutions powering leading gaming headsets and home theater systems

Leveraged wireless infrastructure and small cell portfolio to deploy MIMO base stations with European and Asian OEMs

Enabled advanced telematics systems and infotainment solutions for the world’s leading automakers

Integrated more than 1 billion BAW filters into transmit and receive applications
 
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Our Director Nominees
Eight of our currently serving directors have been nominated for election to our Board of Directors (the “Board”) to serve until the 2023 Annual Meeting of Stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Additional information on each nominee may be found below under “Election of Directors.” The following table lists the eight nominees, their age, the year such nominees were first elected as directors of the Company, their principal occupation, their independence status, their Board committee memberships as of March 1, 2022, and the number of other public company boards on which they serve.
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
“AC” indicates Audit Committee, “CC” indicates Compensation Committee, “NCGC” indicates Nominating and Corporate Governance Committee, and “(C)” indicates Committee Chair
The eight director nominees standing for reelection to the Board have diverse backgrounds, skills, and experiences. We believe their varied backgrounds contribute to an effective and well-balanced Board that is able to provide valuable insight to, and effective oversight of, our senior management team.
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Corporate Governance Highlights
The Company has a proven track record of sound and effective corporate governance practices and policies, including those highlighted below.
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
 
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Compensation Highlights
Under our pay-for-performance philosophy, we believe that executive compensation should be strongly aligned with the interests of our long-term stockholders. As a result, a substantial portion of each Named Executive Officer’s annual compensation is tied to Company performance and stock price performance. The charts below show the target total direct compensation mix for fiscal year 2021 for our Chief Executive Officer and the average for the other Named Executive Officers, in each case reflecting actual salary, target short-term incentive award, and the grant date fair value of long-term stock-based compensation awards.
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Stockholder Engagement
Responsiveness to the Company’s stockholders is a critical part of our commitment to good corporate governance. As noted in the list of best practices above, we regularly conduct outreach to our stockholders to understand their perspectives on governance matters. Most recently, we engaged in formal stockholder outreach following the 2021 Annual Meeting. We solicited feedback from more than thirty of our largest institutional stockholders representing approximately 51% of the Company’s shares outstanding, and held engagement meetings as follows:
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The primary topic of conversation in most engagement meetings was the Company’s executive compensation program. Many stockholders, while supporting the majority of the Company’s compensation policies, nonetheless suggested modifications to specific plan designs, including to the metrics, performance periods, and vesting periods under the Company’s long-term stock-based compensation program. After considering this input from our stockholders, as well as evaluating practices related to executive compensation by public companies generally, and our peer group specifically, our Compensation Committee committed to several key responsive changes to the Company’s compensation program. The following changes were adopted after the conclusion of the Company’s fiscal year 2021 and therefore generally apply beginning with the compensation program for the Company’s fiscal year ending September 30, 2022 (“fiscal year 2022”):
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
 
Proxy Statement
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PROPOSAL 1:
ELECTION OF DIRECTORS
Under this Proposal 1, you are being asked to consider eight nominees for election to our Board of Directors to serve until the 2023 Annual Meeting of Stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Each nominee for election has agreed to serve if elected, and the Board knows of no reason why any nominee should be unable or unwilling to serve. If a nominee is unable or unwilling to serve, the attorneys-in-fact named in this Proxy Statement will vote any shares represented at the meeting by proxy for the election of another individual nominated by the Board, if any. No nominee or executive officer is related by blood, marriage, or adoption to any other director, nominee, or executive officer. No arrangements or understandings exist between any director or person nominated for election as a director and any other person pursuant to which such person is to be selected as a director or nominee for election as a director.
Timothy R. Furey, age 63, and Kimberly S. Stevenson, age 59, have served as directors since 1998 and 2018, respectively, and are not director nominees up for reelection at the Annual Meeting. As a result, the number of directors constituting the Board will be reduced from ten (10) to eight (8) effective upon the election of directors at the Annual Meeting. Proxies cannot be voted for a greater number of individuals than the number of nominees named in this Proxy Statement. The Nominating and Corporate Governance Committee is currently conducting a search for another director with the current intention of increasing the size of the Board to nine (9) directors as soon as practicable.
The following table lists the eight nominees for election as directors, the year such nominees were first elected as directors of the Company, and their Board committee memberships as of March 1, 2022. The table also lists the number of meetings held by each committee during fiscal year 2021.
Director
Since
Committee Memberships
Name
Independent
AC
CC
NCGC
Liam K. Griffin, Chairman of the Board
2016
Christine King, Lead Independent Director
2014
C
Alan S. Batey
2019
Kevin L. Beebe
2004
C
Eric J. Guerin
2022
Suzanne E. McBride
2022
David P. McGlade
2005
C
Robert A. Schriesheim
2006
Number of Meetings in FY2021
8
5
3
“AC” indicates Audit Committee, “CC” indicates Compensation Committee, “NCGC” indicates Nominating and Corporate Governance Committee, and “C” indicates Committee Chair
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Immediately below this proposal is biographical information about each of the director nominees, including information regarding each nominee’s business experience for the past five years, and the names of other public companies for which each nominee has served as a director during the past five years. In addition to the information presented below regarding each nominee’s specific experience, qualifications, attributes, and skills that led our Nominating and Corporate
Governance Committee and our Board to conclude that he or she should serve as a director, we also believe that each of our directors has a reputation for integrity, honesty, and adherence to high ethical standards. They have each demonstrated business acumen, an ability to exercise sound judgment, knowledge of our business and industry, and the willingness to devote the time needed to be an effective director.
Majority Vote Standard for Election of Directors
A nominee for election as a director in an uncontested election (an election where the number of nominees for election as directors is equal to or less than the number of directors to be elected) will be elected if the number of votes cast “FOR” such nominee’s election exceeds the number of votes cast “AGAINST” the nominee’s election. In a contested election (in which the number of nominees for election as directors exceeds the number of directors to be elected at such meeting), directors are elected by a plurality of all votes cast in such election. The election of directors at this Annual Meeting is uncontested. As a result, each nominee for election as a director at the Annual Meeting will only be elected if the votes cast “FOR” such nominee exceed the number of votes cast “AGAINST” such nominee. As required by our corporate governance guidelines, which are available on the Investor Relations portion of the Company’s website at www.skyworksinc.com, each incumbent director who is a nominee for election as a director at the Annual Meeting submitted to the Board an irrevocable resignation that would
become effective if the votes cast “FOR” such nominee’s election do not exceed the votes cast “AGAINST” such nominee’s election and our Board determines to accept his or her resignation. Upon such resignation by a nominee and pursuant to the procedures set forth in the corporate governance guidelines, the Nominating and Corporate Governance Committee will evaluate the best interests of our Company and stockholders and will recommend to our Board the action to be taken with respect to the resignation. The Board will then decide whether to accept, reject, or modify the Nominating and Corporate Governance Committee’s recommendation, and the Company will publicly disclose such decision by the Board with respect to the director nominee.
Shares represented by all proxies received by the Board that are properly completed, but do not specify a choice as to the election of directors, will be voted “FOR” the election of all eight of the nominees.
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The Board of Directors unanimously recommends a vote “FOR” the election of each of the eight nominees in Proposal 1
 
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Nominees for Election
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)
 
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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)
 
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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
 
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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)
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)
 
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The table below summarizes the key qualifications and attributes relied upon by the Board in nominating eight of our current directors for election. Marks indicate specific areas of focus or
expertise relied on by the Board. The lack of a mark in a particular area does not necessarily signify a director’s lack of qualification or experience in such area.
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Board Diversity Matrix
The following matrix includes all directors serving as of March 1, 2022.
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Corporate Governance
Stockholder Engagement
Responsiveness to the Company’s stockholders is a critical part of our commitment to good corporate governance. As noted in the list of best practices in the Proxy Statement Summary further above, we regularly conduct outreach to our stockholders to understand their perspectives on governance matters. Most recently, we engaged in formal stockholder outreach following the 2021 Annual Meeting. We solicited feedback from more than thirty of our largest institutional stockholders representing approximately 51% of the Company’s shares outstanding. Institutions representing approximately 45% of the Company’s shares outstanding, including eighteen of our twenty largest stockholders, responded to our outreach. Our Company management held subsequent engagement meetings with stockholders representing approximately 39% of the Company’s shares outstanding, including eight of our ten largest stockholders, with Ms. King joining more than a dozen meetings with stockholders representing approximately 34% of the Company’s shares outstanding.
Specifically, in addition to covering compensation-related topics during our subsequent conversations, as discussed below under “Compensation Discussion and Analysis,” we solicited and received feedback from institutional stockholders on various key governance and disclosure topics, including the following:

Board Refreshment:   Our institutional stockholders generally agreed with the Company’s approach to board refreshment, including the phased retirement of long-tenured directors. Many encouraged the Company to appoint new directors that would add to the diversity of backgrounds on our Board. In addition to our recent addition of two new directors, Mr. Guerin and Ms. McBride, our Nominating and Corporate Governance Committee is currently conducting a search for another director.

Sustainability Disclosure:   Our institutional stockholders were pleased with the additional disclosure contained in our sustainability report released in 2021, which included our first-time alignment with the Sustainability Accounting Standards Board (SASB) disclosure framework. Some stockholders encouraged the Company to add disclosure in upcoming reports on various topics, including oversight by the Board of environmental, social, and governance (“ESG”) issues, specific environmental targets (such as carbon emissions reduction), and our efforts to combat human rights abuses in our supply chain. We intend to include responsive disclosures in our next sustainability report, which is scheduled to be published in spring 2022.

Workforce Diversity Disclosure:   While our institutional stockholders were pleased with the disclosure in our sustainability report released in 2021 regarding gender and ethnic diversity in our U.S. workforce, several requested that we also share the data from our annual Employment Information Report (“EEO-1”) filings with the Equal Employment Opportunity Commission. In response, we posted on our website the Company’s EEO-1 reports for both 2019 and 2020, and we intend to post future reports as they are finalized.

Supermajority Voting Provisions:   Following the approval of a stockholder proposal at our 2021 Annual Meeting regarding supermajority voting provisions in our Restated Certificate of Incorporation, as amended, which we refer to as our Charter, our institutional stockholders generally agreed with the Company’s intention to include management proposals at the Annual Meeting in 2022 that would eliminate all remaining supermajority voting provisions in our Charter. Those proposals are included as Proposals 4-7 herein.
 
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Our Board values the opinions expressed by our stockholders and will continue to consider the voting results from stockholder meetings, as well as feedback obtained through our regular stockholder engagement efforts, when making future decisions regarding corporate governance matters.
Board of Director Meetings
The Board met eight (8) times during fiscal year 2021. During fiscal year 2021, each director attended at least 75% of the aggregate of the total number of meetings of the Board and the total number of meetings held by all committees of the Board on which he or she served, with the exception of Mr. Furey, who is not a nominee for reelection at the Annual Meeting and attended 74% of such aggregate number of meetings. The Company’s policy with respect to directors’ attendance at the Annual Meeting is included in our corporate governance guidelines, which are available on the Investor Relations portion of the Company’s website at www.skyworksinc.com. At the 2021 Annual Meeting, each director then in office was in attendance.
Director Independence
Each year, the Board reviews the relationships that each director has with the Company and with other parties. Only those directors who do not have any of the categorical relationships that preclude them from being independent within the meaning of the applicable Listing Rules of the Nasdaq Stock Market LLC (the “Nasdaq Rules”) and who the Board affirmatively determines have no relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director are considered to be independent directors. The Board has reviewed a number of factors to evaluate the independence of each of its members. These factors include its members’ current and historic relationships with the Company and its competitors, suppliers, and customers; their relationships with management and other directors; the relationships their current and former employers have with the Company; and the relationships between the Company and other
companies of which a member of the Company’s Board of Directors is a director or executive officer. After evaluating these factors, the Board has determined that nine of the ten members of the Board, namely, Alan S. Batey, Kevin L. Beebe, Timothy R. Furey, Eric J. Guerin, Suzanne E. McBride, Christine King, David P. McGlade, Robert A. Schriesheim, and Kimberly S. Stevenson, do not have any relationships that would interfere with the exercise of independent judgment in carrying out their responsibilities as directors and that each such director is an independent director of the Company within the meaning of applicable Nasdaq Rules.
Corporate Governance Guidelines
The Board has adopted corporate governance practices to help fulfill its responsibilities to the stockholders in overseeing the work of management and the Company’s business results. These guidelines are intended to ensure that the Board has the necessary authority and practices in place to review and evaluate the Company’s business operations, as needed, and to make decisions that are independent of the Company’s management. In addition, the guidelines are intended to align the interests of directors and management with those of the Company’s stockholders. A copy of the Company’s corporate governance guidelines is available on the Investor Relations portion of the Company’s website at www.skyworksinc.com.
In accordance with these corporate governance guidelines, independent members of the Board of the Company met in executive session without management present four (4) times during fiscal year 2021. The Lead Independent Director served as presiding director for these meetings.
Code of Ethics
We have adopted a written code of business conduct and ethics that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We make available our code of business conduct and ethics
 
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free of charge through our website at www.skyworksinc.com. We intend to disclose any amendments to, or waivers from, our code of business conduct and ethics that are required to be publicly disclosed by posting any such amendment or waivers on our website pursuant to requirements of the Securities and Exchange Commission (the “SEC”) and Nasdaq Rules.
Executive Officer and Director Stock Ownership Requirements
As described in detail below under “Compensation Discussion and Analysis,” we have adopted Executive Officer and Director Stock Ownership programs that require our executive officers (including those Named Executive Officers who are still currently serving as executive officers) and non-employee directors to hold a significant equity interest in Skyworks with the objective of more closely aligning the interests of our executive officers and directors with those of our stockholders. All of our Named Executive Officers and directors have met the stock ownership guidelines as of the date hereof  (with the exception of Mr. Guerin and Ms. McBride, who are not required to comply with the guidelines until the fifth anniversary of their appointments to the Board).
Board Leadership Structure
Our Board selects the Company’s Chairman of the Board and Chief Executive Officer in the manner it determines to be in the best interests of the Company at the time. Our former Chairman of the Board, Mr. Aldrich, served as the Chairman of the Board from May 2014 until his retirement in May 2021. Our current Chairman and Chief Executive Officer, Mr. Griffin, was appointed by our Board in May 2016 to succeed Mr. Aldrich as Chief Executive Officer and also to serve as a director, and was appointed by our Board in May 2021 to succeed Mr. Aldrich as Chairman of the Board. The Board believes that this leadership structure, coupled with a strong emphasis on Board independence, provides effective independent oversight of management while allowing both the Board and management to benefit from Mr. Griffin’s experience and skills
developed over nearly twenty years at the Company serving in executive roles.
Importantly, the Board has a strong and empowered Lead Independent Director who provides an effective independent voice in our leadership structure. In May 2014, at the time of Mr. Aldrich’s appointment as Chairman of the Board, our Board first appointed an independent director within the meaning of applicable Nasdaq Rules (see above under “Director Independence”) to serve as the Lead Independent Director. Ms. King was appointed in May 2019 to be the current Lead Independent Director.
The duties of the Lead Independent Director, as set forth in our corporate governance guidelines, include the following:

presiding at all meetings of the Board at which the Chairman of the Board is not present, including executive sessions of the independent directors;

calling meetings of the independent directors, as he or she deems appropriate, and assuring that the independent directors meet independently at least twice each year;

providing leadership to the Board if circumstances arise in which the Chairman of the Board may be, or may be perceived to be, in conflict with the interests of the Company and its stockholders with regard to a particular matter;

facilitating communications and serving as a liaison, when necessary, between the independent directors and the Chairman of the Board and/or the Chief Executive Officer;

consulting with the Chairman of the Board in the preparation of the schedules, agendas, and information provided to the Board for each meeting, and ensuring that there is sufficient time at each meeting for discussion of all agenda items;

retaining independent advisors on behalf of the Board as the Board or the independent directors may deem necessary or appropriate; and
 
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being available for consultation and direct communication upon the reasonable request of major stockholders.
The Board believes our current leadership structure is appropriate and that the duties of the Lead Independent Director appropriately and effectively complement the duties of the Chairman of the Board.
Stockholder Communications
Our stockholders may communicate directly with the Board as a whole or to individual directors by letter addressed directly to such individual or individuals at the following address:
c/o Skyworks Solutions, Inc.
5260 California Avenue
Irvine, CA 92617
Attention: Secretary
The Company will forward to each director to whom such communication is addressed, and to the Chairman of the Board in his capacity as representative of the entire Board, any mail received at the Company’s corporate office to the address specified by such director and the Chairman of the Board.
 
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Committees of the Board of Directors
The Board has a standing Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee.
Audit Committee
We have established an Audit Committee consisting of the following individuals, each of whom the Board has determined is “independent” within the meaning of applicable Nasdaq Rules and meets the criteria for independence set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”): Mr. McGlade (Chairman), Mr. Furey, Ms. King, and Mr. Schriesheim.
The primary responsibility of the Audit Committee is the oversight of the quality and integrity of the Company’s financial statements, the Company’s internal financial and accounting processes, and the independent audit process. Additionally, the Audit Committee has the responsibilities and authority necessary to comply with Rule 10A-3 under the Exchange Act. The Audit Committee meets privately with the independent registered public accounting firm, reviews their performance and independence from management, and has the sole authority to retain and dismiss the independent registered public accounting firm. These and other aspects of the Audit Committee’s authority are more particularly described in the Company’s Audit Committee Charter, which the Board adopted, is reviewed annually by the committee, and is available on the Investor Relations portion of our website at
www.skyworksinc.com.
The Audit Committee has adopted a formal policy concerning approval of audit and non-audit services to be provided to the Company by its independent registered public accounting firm, KPMG LLP. The policy requires that all services provided by KPMG LLP, including audit services and permitted audit-related and non-audit services, be preapproved by the Audit Committee. The Audit Committee preapproved all audit and non-audit services provided by KPMG LLP for fiscal
year 2021. The Audit Committee met eight (8) times during fiscal year 2021.
Audit Committee Financial Expert
The Board has determined that each of Mr. McGlade (Chairman), Ms. King, and Mr. Schriesheim meets the qualifications of an “audit committee financial expert” under SEC rules and the qualifications of  “financial sophistication” under the applicable Nasdaq Rules, and qualifies as “independent” as defined under the applicable Nasdaq Rules.
Compensation Committee
We have established a Compensation Committee consisting of the following individuals, each of whom the Board has determined is “independent” within the meaning of applicable Nasdaq Rules and a non-employee director within the meaning of Rule 16b-3 under the Exchange Act: Ms. King (Chairman), Mr. McGlade, and Mr. Schriesheim. The Compensation Committee met five (5) times during fiscal year 2021. The functions of the Compensation Committee include establishing the appropriate level of compensation, including short- and long-term incentive compensation of the Chief Executive Officer, all other executive officers, and any other officers or employees who report directly to the Chief Executive Officer. The Compensation Committee also administers Skyworks’ equity-based compensation plans. The Compensation Committee’s authority to grant equity awards to the Company’s executive officers may not be delegated to the Company’s management or others. The Board has adopted a written charter for the Compensation Committee, and it is available on the Investor Relations portion of the Company’s website at www.skyworksinc.com.
The Compensation Committee has engaged Aon/Radford Consulting (“Aon/Radford”) to assist it in determining the components and amounts of executive compensation. The consultant reports directly to the Compensation Committee, through its Chairman, and the Compensation Committee retains the right to terminate or replace
 
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the consultant at any time. The process and procedures followed by the Compensation Committee in considering and determining executive and director compensation are described below under “Compensation Discussion and Analysis.”
Nominating and Corporate Governance Committee
We have established a Nominating and Corporate Governance Committee consisting of the following individuals, each of whom the Board has determined is “independent” within the meaning of applicable Nasdaq Rules: Mr. Beebe (Chairman), Mr. Batey, Mr. Furey, and Ms. Stevenson. The Nominating and Corporate Governance Committee met three (3) times during fiscal year 2021. The Nominating and Corporate Governance Committee is responsible for evaluating and recommending individuals for election or reelection to the Board and its committees, including any recommendations that may be submitted by stockholders, as well as the evaluation and recommendation of corporate governance policies. The Nominating and Corporate Governance Committee oversees the annual evaluation process for the Board, each committee, and individual directors, by soliciting from each director his or her assessment of the effectiveness of the Board, the committees on which he or she serves, and other individual directors. These and other aspects of the Nominating and Corporate Governance Committee’s authority are more particularly described in the Nominating and Corporate Governance Committee Charter, which the Board adopted and is available on the Investor Relations portion of the Company’s website at www.skyworksinc.com.
Director Nomination Procedures
The Nominating and Corporate Governance Committee evaluates director candidates in the context of the overall composition and needs of the Board, with the objective of recommending a group that can best manage the business and affairs of the Company and represent the interests of the Company’s stockholders using its diversity
of experience. The committee seeks directors who possess certain minimum qualifications, including the following:

A director must have substantial or significant business or professional experience or an understanding of technology, finance, marketing, financial reporting, international business, or other disciplines relevant to the business of the Company.

A director (other than an employee-director) must be free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Board or of a Board committee.

The committee also considers the following qualities and skills, among others, in its selection of directors and as candidates for appointment to the committees of the Board:

economic, technical, scientific, academic, financial, accounting, legal, marketing, or other expertise applicable to the business of the Company;

leadership or substantial achievement in their particular fields;

demonstrated ability to exercise sound business judgment;

integrity and high moral and ethical character;

potential to contribute to the diversity of viewpoints, backgrounds, or experiences of the Board as a whole;

capacity and desire to represent the balanced, best interests of the Company as a whole and not primarily a special interest group or constituency;

ability to work well with others;

high degree of interest in the business of the Company;

dedication to the success of the Company;

commitment to the responsibilities of a director; and

international business or professional experience.
The committee believes that our Board, taken as a whole, should embody a diverse set of skills,
 
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experiences, and backgrounds in order to better inform its decisions. The committee considers age, tenure, gender, race, and ethnicity, in addition to business experience and other specific areas of focus or expertise, in its holistic approach to assessing and identifying director nominees. With respect to the recent director searches that culminated with the appointment of Mr. Guerin in January 2022 and Ms. McBride in February 2022, the Nominating and Corporate Governance Committee instructed its retained search firms to include in the pool of potential director nominees candidates reflecting gender, racial, and ethnic diversity. Each of Mr. Guerin and Ms. McBride was recommended by the retained search firm that performed the relevant director search. The Nominating and Corporate Governance Committee is currently conducting a search, using a retained search firm, for another director with the current intention of increasing the size of the Board to nine (9) directors as soon as practicable. As with its prior searches, the Nominating and Corporate Governance Committee instructed its retained search firm to include in the pool of potential director nominees candidates reflecting gender, racial, and ethnic diversity.
The committee will also take into account the fact that a majority of the Board must meet the independence requirements of the applicable Nasdaq Rules. The Company expects that a director’s existing and future commitments will not materially interfere with such director’s obligations to the Company. For candidates who are incumbent directors, the committee considers each director’s past attendance at meetings and participation in and contributions to the activities of the Board. The committee identifies candidates for director nominees in consultation with the Chief Executive Officer of the Company and the Chairman of the Board, through the use of search firms or other advisors or through such other methods as the committee deems to be helpful to identify candidates. Once candidates have been identified, the committee confirms that the candidates meet all of the minimum qualifications for director nominees set forth above through interviews, background checks, or any other means that the committee deems to be helpful in the
evaluation process. The committee then meets to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and considering the overall composition and needs of the Board. Based on the results of the evaluation process, the committee recommends candidates for director nominees for election to the Board.
Stockholder Nominees
The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders provided such stockholders follow the procedures set forth below. The committee does not intend to alter the manner in which it evaluates candidates, including the criteria set forth above, based on whether the candidate was recommended by a stockholder or otherwise. Stockholders who wish to nominate director candidates for election at the 2023 Annual Meeting, but who are not to be included in the Company’s proxy materials pursuant to the proxy access provisions in our By-laws, may do so in accordance with the provisions of our By-laws by submitting a written recommendation to the Secretary of the Company at the address below no earlier than the close of business on January 11, 2023, and no later than the close of business on February 10, 2023. In the event that the 2023 Annual Meeting is held more than thirty (30) days before or after the first anniversary of the Company’s 2022 Annual Meeting, then the required notice must be delivered in writing to the Secretary of the Company at the address below no earlier than 120 days prior to the date of the 2023 Annual Meeting and no later than the later of 90 days prior to the 2023 Annual Meeting or the 10th day following the day on which the public announcement of the date of the 2023 Annual Meeting is first made by the Company. For nominees for election to the Board proposed by stockholders to be considered, the recommendation for nomination must be in writing and must include the following information:

name of the stockholder, whether an entity or an individual, making the recommendation;
 
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a written statement disclosing such stockholder’s beneficial ownership of the Company’s capital stock;

name of the individual recommended for consideration as a director nominee;

a written statement from the stockholder making the recommendation stating why such recommended candidate would be able to fulfill the duties of a director;

a written statement from the stockholder making the recommendation stating how the recommended candidate meets the independence requirements established by the SEC and the applicable Nasdaq Rules;

a written statement disclosing the recommended candidate’s beneficial ownership of the Company’s capital stock; and

a written statement disclosing relationships between the recommended candidate and the Company that may constitute a conflict of interest.
A stockholder (or a group of up to twenty stockholders) who has owned at least three percent of the Company’s outstanding shares of common stock continuously for at least three years, and has complied with the other requirements in the Company’s By-laws, may nominate and include in the Company’s proxy materials a number of director nominees up to the
greater of two individuals or 20% of the Board. Written notice of a proxy access nomination for inclusion in our proxy statement for the 2023 Annual Meeting of Stockholders must be submitted to the Secretary of the Company at the address below no earlier than the open of business on December 12, 2022, and no later than the close of business on January 11, 2023. In the event that the 2023 Annual Meeting is held more than thirty (30) days before, or more than sixty (60) days after, the first anniversary of the Company’s 2022 Annual Meeting, then the required notice must be delivered in writing to the Secretary of the Company at the address below no earlier than 150 days prior to the date of the 2023 Annual Meeting and no later than the later of 120 days prior to the 2023 Annual Meeting or the 10th day following the day on which the public announcement of the date of the 2023 Annual Meeting is first made by the Company.
Written notice of proxy access nominations and written recommendations for nomination may be sent to the General Counsel and Secretary of the Company via U.S. mail or expedited delivery service to:
Skyworks Solutions, Inc.
5260 California Avenue
Irvine, California 92617
 
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Role of the Board of Directors in Risk Oversight
Our Board oversees our risk management processes directly and through its committees. Our management team is responsible for risk management on a day-to-day basis. The role of our Board and its committees is to oversee the risk management activities of our management team. They fulfill this duty by discussing with
management the policies and practices utilized by management in assessing and managing risks and providing input on those policies and practices.
The following table summarizes the key risk management areas over which the Board and its committees exercise oversight:
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

director skills, experience and diversity

corporate governance policies and practices

corporate responsibility and sustainability (including ESG programs)
Each committee reports to the Board on a regular basis, including reporting with respect to the committee’s risk oversight activities as well as recommendations on actions requiring approval of the full Board. For example, the Board periodically reviews and approves the executive succession plan in consultation with the Compensation Committee and the Chief Executive Officer. In addition, from time to time the Board will request updates on particular focus areas, such as cybersecurity, sustainability, and human capital management. During fiscal year 2021, at each regularly scheduled meeting of the Board, Company management updated the Board on the impacts of COVID-19 on our business and workforce.
Our Compensation Committee does not believe that any risks arising from our employee compensation policies and practices are reasonably likely to have a material adverse effect on our company. Our Compensation Committee believes that any such risks are mitigated by:

The multiple elements of our compensation packages, including base salary, our annual
short-term incentive compensation plan and (for our executive officers and other key employees) equity awards that vest (or are issuable) over multiple years and are intended to motivate employees to take a long-term view of our business.

The structure of our short-term incentive compensation plan (described in greater detail in this Proxy Statement under “Compensation Discussion and Analysis”), which is based on (i) a number of different financial and operating performance metrics to avoid employees placing undue emphasis on any particular performance metric at the expense of other aspects of our business, and (ii) performance targets that we believe are appropriately aggressive yet will not require undue risk-taking to achieve. Further, the structure of the short-term incentive compensation plan aids in driving sustained long-term financial performance as the goals and targets from the prior year’s plan are significant factors used in determining goals for the current year’s plan.
 
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Compensation Committee Interlocks and Insider Participation
The Compensation Committee of the Board of Directors currently consists of, and during fiscal year 2021 consisted of, Ms. King (Chairman), Mr. McGlade, and Mr. Schriesheim. No member of this committee was at any time during fiscal year 2021 an officer or employee of the Company, was formerly an officer of the Company or any of its subsidiaries, or had any employment
relationship with the Company or any of its subsidiaries. No executive officer of the Company has served as a director or member of the compensation committee (or other committee serving an equivalent function) of any other entity, where one of such entity’s executive officers served as a director of the Company or a member of the Compensation Committee.
Certain Relationships and Related Person Transactions
Other than compensation agreements and other arrangements described below under “Information About Executive and Director Compensation,” since October 3, 2020, there has not been a transaction or series of related transactions to which the Company was or is a party involving an amount in excess of  $120,000 and in which any director, executive officer, holder of more than five percent (5%) of any class of our voting securities, or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest. Our Board has adopted a written related person transaction approval policy that sets forth the Company’s policies and procedures for the review, approval, or ratification of any transaction
required to be reported in its filings with the SEC. The Company’s policy with regard to related person transactions is that all related person transactions between the Company and any related person (as defined in Item 404 of Regulation S-K) or their affiliates, in which the amount involved is equal to or greater than $120,000, be reviewed by the Company’s General Counsel and approved by the Audit Committee. In addition, the Company’s Code of Business Conduct and Ethics requires that employees discuss with the Company’s Compliance Officer any significant relationship (or transaction) that might raise doubt about such employee’s ability to act in the best interest of the Company.
 
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PROPOSAL 2:
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has selected KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2022 and has further directed that management submit the selection of the independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. KPMG LLP was the independent registered public accounting firm for the Company for fiscal year 2021, and has been the independent registered public accounting firm for the Company since 2002. We are asking the stockholders to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2022.
Representatives of KPMG LLP are expected to attend the Annual Meeting online. They will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate stockholder questions.
Stockholder ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm is not required by the Company’s By-laws or other applicable legal requirements. However, the Audit Committee is submitting the selection of KPMG LLP to the stockholders for ratification as a matter of good corporate practice. The affirmative vote of a majority of the shares present online or represented by proxy at the Annual Meeting and entitled to vote on such matter at the Annual Meeting is required to approve the selection of KPMG LLP as the Company’s independent registered public accounting firm. In the event stockholders fail to ratify the appointment, the Audit Committee may reconsider this appointment. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the Company’s and stockholders’ best interests.
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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE SELECTION OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR FISCAL YEAR 2022
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Audit Fees
KPMG LLP provided audit services to the Company consisting of the annual audit of the Company’s 2021 consolidated financial statements contained in the Company’s Annual Report on Form 10-K and reviews of the financial statements
contained in the Company’s Quarterly Reports on Form 10-Q for fiscal year 2021. The following table summarizes the fees of KPMG LLP billed to the Company for the last two fiscal years.
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
(1)
Audit fees consist of fees for the audit of our annual financial statements, review of the interim financial statements included in our quarterly reports on Form 10-Q, statutory audits and related filings in various foreign locations, and audit procedures related to acquisition activity during fiscal years 2021 and 2020. Fiscal year 2021 and 2020 audit fees included fees for services incurred in connection with rendering an opinion under Section 404 of the Sarbanes-Oxley Act. Fiscal year 2021 and 2020 audit fees also included fees for the review of registration statement auditor consents to incorporate by reference prior year financial statement opinions in Form S-3 and Form S-8 filings, respectively.
(2)
Tax fees consist of fees for tax compliance, tax advice, and tax planning services. Tax compliance services, which primarily relate to the review of our U.S. tax returns, accounted for $210,000 and $104,615 of the total tax fees for fiscal years 2021 and 2020, respectively.
In 2003, the Audit Committee adopted a formal policy concerning approval of audit and non-audit services to be provided to the Company by its independent registered public accounting firm, KPMG LLP. The policy requires that all services provided by KPMG LLP, including audit services
and permitted audit-related and non-audit services, be preapproved by the Audit Committee. The Audit Committee preapproved all audit and non-audit services provided by KPMG LLP during fiscal year 2021 and our fiscal year ended October 2, 2020 (“fiscal year 2020”).
 
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REPORT OF THE AUDIT COMMITTEE
The Audit Committee of Skyworks’ Board of Directors is responsible for providing independent, objective oversight of Skyworks’ accounting functions and internal controls. Four directors served on the Audit Committee for all of fiscal year 2021, each of whom is independent within the meaning of applicable Nasdaq Rules and meets the criteria for independence set forth in Rule 10A-3(b)(1) under the Exchange Act. The Audit Committee operates under a written charter approved by the Board.
Management is responsible for the Company’s internal control and financial reporting process. The Company’s independent registered public accounting firm is responsible for performing an independent audit of Skyworks’ consolidated financial statements in accordance with generally accepted auditing standards and for issuing a report concerning such financial statements. In addition, the Company’s independent registered public accounting firm is responsible for performing an independent audit of the Company’s internal controls and for issuing an opinion on the effectiveness thereof. The Audit Committee’s responsibility is to monitor and oversee these processes.
In connection with these responsibilities, the Audit Committee met with management and representatives of KPMG LLP, the Company’s independent registered public accounting firm, and reviewed and discussed the audited financial statements for fiscal year 2021, results of the internal and external audit examinations, evaluations of the Company’s internal controls,
and the overall quality of Skyworks’ financial reporting. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 1301, “Communications with Audit Committees,” issued by the Public Company Accounting Oversight Board. In addition, the Audit Committee has received the written disclosures from its independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board and the SEC regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm the independent registered public accounting firm’s independence from the Company and its management, including the matters in the written disclosures that were received by the committee from such firm.
Based upon the Audit Committee’s review and discussions described above, the Audit Committee recommended that the Board include the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for fiscal year 2021, as filed with the SEC.
The Audit Committee
David P. McGlade, Chairman
Timothy R. Furey
Christine King
Robert A. Schriesheim
 
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PROPOSAL 3:
ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (“SAY-ON-PAY” VOTE)
We are providing our stockholders with the opportunity to vote to approve, on a non-binding basis, the compensation of our Named Executive Officers as described below under “Information About Executive and Director Compensation” pursuant to Section 14A of the Exchange Act. As we describe below under “Compensation Discussion and Analysis,” our executive
compensation program embodies a pay-for-performance philosophy that supports our business strategy and aligns the interests of our executives with our stockholders.
Our Board is asking stockholders to approve a non-binding advisory vote on the following resolution:
RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables, and any related material disclosed in this Proxy Statement.
As an advisory vote, this proposal is not binding and will not overrule any decision by the Company or the Board (or any committee thereof), nor will it create or imply any change or addition to the fiduciary duties of the Company or the Board (or any committee thereof). However, our Compensation Committee and Board value the
opinions expressed by our stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for Named Executive Officers. The next non-binding “say-on-pay” vote is scheduled to be held at our 2023 Annual Meeting of Stockholders.
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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS BY  VOTING “FOR” PROPOSAL 3
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INFORMATION ABOUT EXECUTIVE AND DIRECTOR COMPENSATION
Summary and Highlights
Our Executive Compensation Program Reflects Our Pay-for-Performance Philosophy

Response to “Say-on-Pay” Vote at 2021 Annual Meeting.   Following our 2021 Annual Meeting, we solicited feedback on our fiscal year 2020 compensation program from our largest institutional stockholders, with Ms. King, the chairman of our Compensation Committee, taking a leading role in our stockholder outreach. After considering the input received from our stockholders, as well as evaluating practices related to executive compensation by public companies generally, and our peer group specifically, our Compensation Committee committed to several key responsive changes to the Company’s compensation program, including to the metrics and performance periods under the Company’s long-term stock-based compensation program.

Alignment with Stockholder Interests.    We believe that through the combination of our equity-based incentive compensation program and rigorous executive stock ownership
guidelines, the interests of our executives are strongly aligned with those of our long-term stockholders — namely, increasing stockholder value over time.

High At-Risk Compensation Levels.   The only fixed component of our Named Executive Officers’ annual compensation is base salary. All short-term cash incentive awards and long-term equity incentive awards are tied to Company performance, stock price performance, or both. The charts below show the target total direct compensation mix for fiscal year 2021 for our Chief Executive Officer and the average for the other Named Executive Officers. The target total direct compensation mix for fiscal year 2021 reflects actual salary, target short-term incentive award, the grant date fair value of the annual performance share and restricted stock unit awards, and the grant date fair value of one-time, non-recurring stock-based compensation awards.
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Compensation Best Practices
What We Do
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Heavily weight executive compensation toward “at risk,” performance-based compensation
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Balance short-term and long-term incentive compensation
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Use multi-year vesting for executive officer equity awards
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Base half of annual performance share award on three-year relative TSR performance metric
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Maintain a clawback policy providing for recovery of incentive compensation from executive officers in the event of a financial restatement
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Maintain robust stock ownership guidelines for executive officers and non-executive directors
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Structure our executive officer compensation program to encourage appropriate risk-taking
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Benchmark pay practices against selected peer companies with whom we compete for executive talent
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Solicit advice from the Compensation Committee’s independent compensation consultant
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Hold annual “say-on-pay” advisory vote
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Conduct regular engagement with stockholders on compensation-related topics
What We Don’t Do
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Guarantee bonus payments or base salary increases
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Provide single-trigger change-in-control benefits
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Provide excise tax gross-up payments in connection with a change in control of the Company
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Provide excessive perquisites to our executive officers
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Provide retirement or pension benefits to our executive officers that are not available to employees generally
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Permit hedging or other forms of speculative transactions by employees or directors
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Permit pledging by employees or directors
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Allow for the repricing of stock options without stockholder approval
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Pay dividends or dividend equivalents on unearned performance shares or restricted stock units
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Include “evergreen” provisions or “liberal” change-in-control definitions in our equity incentive award plans
Compensation Discussion and Analysis
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Named Executive Officers
This Compensation Discussion and Analysis section discusses the compensation policies and programs for our Chief Executive Officer, our Chief Financial Officer, and our three next most highly paid executive officers during fiscal year 2021, as determined under the rules of the SEC. We refer to this group of executive officers as our “Named Executive Officers.”
For fiscal year 2021, our Named Executive Officers were:

Liam K. Griffin, Chairman, Chief Executive Officer and President;

Kris Sennesael, Senior Vice President and Chief Financial Officer;

Carlos S. Bori, Senior Vice President, Sales and Marketing;

Robert J. Terry, Senior Vice President, General Counsel and Secretary; and

Karilee A. Durham, Senior Vice President, Human Resources.
Engagement with Stockholders Regarding Executive Compensation
In evaluating and establishing our executive compensation policies and programs, our Compensation Committee values and actively considers the opinions expressed by our stockholders through the “say-on-pay” advisory vote at each annual stockholder meeting, as well as through our ongoing stockholder engagement efforts. In order to better understand the lack of broad stockholder support for the “say-on-pay” proposal at our 2021 Annual Meeting of Stockholders, the chairman of our Compensation Committee, Ms. King, took a leading role in our formal post-meeting stockholder outreach, in
which we solicited feedback on our fiscal year 2020 compensation program from more than thirty of our largest institutional stockholders representing approximately 51% of the Company’s shares outstanding. Our Company management held subsequent engagement meetings with stockholders representing approximately 39% of the Company’s shares outstanding, including eight of our ten largest stockholders, with Ms. King joining more than a dozen meetings with stockholders representing approximately 34% of the Company’s shares outstanding.
During these conversations, our institutional stockholders generally expressed support for the Company’s strategy, performance, and management, with most stockholders who had voted against the “say-on-pay” proposal noting that such opposition had been primarily in response to the one-time stock-based compensation awards made to the Named Executive Officers in November 2019 to address significant retention concerns. Many stockholders, while supporting the majority of the Company’s compensation policies, nonetheless suggested modifications to specific plan designs, including to the metrics and performance periods under the Company’s long-term stock-based compensation program. After considering this input from our stockholders, as well as evaluating practices related to executive compensation by public companies generally, and our peer group specifically, our Compensation Committee committed to several key responsive changes to the Company’s compensation program. The following changes were adopted after the conclusion of the Company’s fiscal year 2021, which is described in this “Compensation Discussion and Analysis” section, and therefore generally apply beginning with the Company’s fiscal year 2022 compensation program:
 
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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
Approach for Determining Form and Amounts of Compensation
The Compensation Committee, which is composed solely of independent directors within the meaning of applicable Nasdaq Rules and non-employee directors within the meaning of Rule 16b-3 under the Exchange Act and is described above under “Committees of the Board of Directors,” is responsible for determining all components and amounts of compensation to be paid to our Named Executive Officers, as well as any other executive officers or employees who report directly to the Chief Executive Officer. The Compensation Committee sets compensation for the Named Executive Officers, including base salary, short-term incentives, and long-term stock-based incentives, at levels generally intended to be competitive with the compensation of comparable executives in semiconductor companies with which we compete for executive talent and to link the compensation of our Named Executive Officers to improvements in the Company’s financial performance and increases in stockholder value.
Compensation Program Objectives
The objectives of our executive compensation program are to attract, retain, and motivate highly qualified executives to operate our business, and to link the compensation of those executives to improvements in the Company’s financial performance and increases in stockholder value. Accordingly, the Compensation Committee’s goals in establishing our executive compensation program include:

ensuring that our executive compensation program is competitive with a group of companies in the semiconductor industry with which we compete for executive talent;

providing a base salary that serves as the foundation of a compensation package that attracts and retains the executive talent needed to achieve our business objectives;

providing short-term variable compensation that motivates executives and rewards them for achieving Company financial performance targets;

providing long-term stock-based compensation that aligns the interest of our executives with stockholders by rewarding them for long-term increases in stockholder value; and

ensuring that our executive compensation program is perceived as fundamentally fair to our employees.
Retention of Compensation Consultant
The Compensation Committee has engaged Aon/​Radford to assist in determining the components and amount of executive compensation. Aon/​Radford reports directly to the Compensation Committee, through its chairman, and the Compensation Committee retains the right to terminate or replace the consultant at any time. The Compensation Committee has considered the relationships that Aon/Radford has with the Company, the members of the Compensation Committee and our executive officers, as well as the policies that Aon/Radford has in place to maintain its independence and objectivity, and has determined that Aon/Radford’s work for the
 
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Compensation Committee has not raised any conflicts of interest. Company management also purchases published compensation and benefits surveys from Aon/Radford, and on occasion engages certain affiliates of Aon/Radford in various jurisdictions for services unrelated to executive compensation and benefits, engagements for which the Company’s management has not sought the Compensation Committee’s approval. The fees paid to Aon/Radford and its affiliates in fiscal year 2021 for these surveys and additional services did not exceed $120,000.
Use of Comparator Group Data
The Compensation Committee annually compares the components and amounts of compensation that we provide to our Chief Executive Officer and each of the other Named Executive Officers with “Comparator Group” data for each position and uses this comparison data to help inform its review and determination of base salaries,
short-term incentives, and long-term stock-based compensation awards, as discussed in further detail below under “Components of Compensation.” For fiscal year 2021, the Compensation Committee approved Comparator Group data consisting of a 50/50 blend of  (i) Aon/​Radford survey data of semiconductor companies (where sufficient data was not available in the Aon/Radford semiconductor survey data for a given executive position, the Comparator Group data also included survey data regarding high-technology companies), and (ii) data from the group of 16 publicly traded semiconductor companies listed below. Our selected peer group for fiscal year 2021 remained unchanged from that used by the Compensation Committee for the prior fiscal year. The peer group includes many business competitors, as well as certain larger semiconductor companies with which we compete for executive talent.
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
(1)
For the Company’s fiscal year 2022 compensation program, we made adjustments to our peer group to improve comparability. Specifically, we removed Applied Materials, Broadcom, and NVIDIA, all of which are significantly larger than the Company, as measured by multiple factors including market capitalization and annual revenue, and added Western Digital and NXP Semiconductors, both of which are more comparable in size to the Company.
The Compensation Committee generally seeks to make decisions regarding each Named Executive Officer’s compensation that are competitive within the Comparator Group, with consideration given to the executive’s role, responsibility, performance, and length of service. After reviewing the Comparator Group data and considering the input of Aon/Radford, the Compensation Committee established (and the full Board was advised of) the base salary, short-term incentive target, and stock-based compensation for each Named Executive Officer for fiscal year 2021. Aon/Radford advised the Compensation Committee that such components of executive compensation for fiscal year 2021 were competitive for chief executive officers and other
executive officers at companies of similar size and complexity in the semiconductor industry.
In determining the compensation of our Chief Executive Officer for fiscal year 2021, the Compensation Committee focused on (i) competitive levels of compensation for chief executive officers who are leading a company of similar size and complexity, (ii) the importance of retaining and incentivizing a chief executive officer with the strategic, financial, and leadership skills necessary to ensure our continued growth and success, (iii) our Chief Executive Officer’s role relative to the other Named Executive Officers, (iv) input from the full Board on our Chief Executive Officer’s performance, and (v) the length of our
 
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Chief Executive Officer’s service to the Company. Our Chief Executive Officer was not present during the voting or deliberations of the Compensation Committee concerning his compensation.
The Compensation Committee considered the recommendations of the Chief Executive Officer regarding the compensation of the other Named Executive Officers and each of his other direct reports. These recommendations were based on an assessment of each individual’s responsibilities, experience, performance, and contribution to the Company’s performance, and also took into account internal factors such as scope of role and level in the organization, in addition to external factors such as the current environment for attracting and retaining executives.
Components of Compensation
The key elements of compensation for our Named Executive Officers are base salary, short-term incentives, long-term stock-based incentives, and health and welfare benefits. For fiscal year 2021, the Compensation Committee sought to make decisions that would result in each Named Executive Officer’s target total direct compensation being competitive within the Comparator Group, with consideration given to the executive’s role, responsibility, performance, and length of service.
Base Salary
The Compensation Committee determines a competitive base salary for each executive officer using the Comparator Group data and input provided by Aon/Radford. In order to provide flexibility in consideration of differences in individual executives’ scope of responsibilities, length of service, and performance, the Compensation Committee did not target a specific percentile of the Comparator Group for executive officer salaries; however, the salaries of the executive officers were generally near the median of the Comparator Group. The base salary for fiscal year 2021 for each Named Executive Officer, as reflected in the table below, increased on average 4.5% from the Named Executive Officer’s base salary in fiscal year 2020, with
increases ranging from 3.9% to 5.7%. Salary increases were based on the market-based salary adjustments recommended by Aon/Radford as well as recommendations by the Chief Executive Officer (for Named Executive Officers other than himself).
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
Short-Term Incentives
Overview
Our short-term incentive compensation plan for executive officers is established annually by the Compensation Committee and is intended to motivate and reward executives by tying a significant portion of their total cash compensation to the Company’s achievement of pre-established performance goals that are generally one year or less in duration. The Fiscal Year 2021 Executive Incentive Plan (the “Incentive Plan”) adopted by the Compensation Committee on December 14, 2020, was based on the Company’s achievement of corporate performance goals established on a semi-annual basis during fiscal year 2021.
Consistent with the plan structure from the prior fiscal year, the Incentive Plan was established with two six-month performance periods. The Compensation Committee determined that semi-annual performance periods remained appropriate for fiscal year 2021 in light of continued uncertainties related to the COVID-19 pandemic. As with the prior year, this approach proved to be appropriate for fiscal year 2021, as the performance goals set by the Compensation Committee for the second performance period, as discussed below, reflected a significantly improved business outlook that resulted from greater-than-expected increases in overall demand for our wireless connectivity products.
 
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Incentive Opportunities
For each executive officer, short-term incentive compensation at the “target” level is designed to be near the median short-term incentive compensation of the Comparator Group. After reviewing Comparator Group data, the Compensation Committee determined that the target incentive under the Incentive Plan, as a percentage of base salary, for each of the Named Executive Officers should not be changed, as compared to the target incentives under the prior year’s short-term incentive plan.
The following table shows the range of short-term incentive compensation that each Named Executive Officer could earn in fiscal year 2021 as a percentage of such executive officer’s annual base salary.
Threshold
Target
Maximum
Chief Executive Officer 80% 160% 320%
Chief Financial Officer 50% 100% 200%
Other Executive Officers
40% 80% 160%
Performance Goals
In December 2020 and May 2021, the Compensation Committee established performance goals for the applicable semi-annual performance period, with each executive eligible to earn up to half of his or her annual short-term incentive compensation with respect to each six-month period. Under the Incentive Plan, any unearned amounts with respect to the first performance period were to be forfeited and could not be earned later based on performance during the second performance period or full-year performance. Payments under the Incentive Plan were based on achieving revenue and non-GAAP EBITDA performance goals, each of which was weighted at 50% for each respective performance period. EBITDA, for purposes of the non-GAAP EBITDA performance goal, was calculated by adding depreciation and amortization to the Company’s non-GAAP operating income, as publicly reported in the Company’s earnings release for the applicable period.
The target level performance goals were established by the Compensation Committee
under the Incentive Plan after reviewing the Company’s historical operating results and growth rates as well as the Company’s expected future results relative to peers and were designed to require significant effort and operational success on the part of our executives and the Company. The threshold level performance goals established by the Compensation Committee under the Incentive Plan in each case exceeded the Company’s actual performance during the corresponding performance period during the prior fiscal year. The maximum level performance goals established by the Compensation Committee have historically been difficult to achieve and are designed to represent outstanding performance that the Compensation Committee believes should be rewarded. The performance goals established for the second half of fiscal year 2021 were based on the Company’s outlook in May 2021 for the remainder of the fiscal year, which included expectations for revenue and non-GAAP EBITDA that were significantly higher than the Company’s original operating plan, resulting in an upward adjustment to the metrics from the preliminary metrics discussed in December 2020.
The performance goals established under the Incentive Plan for fiscal year 2021 were as follows:
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
The Incentive Plan stipulated that payouts to executives following the end of the fiscal year, under either of the performance metrics, were conditioned upon the Company achieving full-year non-GAAP operating income of  $650 million, which is increased from the $500 million threshold that applied for the prior fiscal year. Non-GAAP operating income, for purposes of the Incentive Plan, is based on the Company’s publicly disclosed non-GAAP operating income — which is calculated by excluding from GAAP operating income share-based compensation expense; acquisition-related expenses; amortization of acquisition-related intangibles; settlements,
 
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gains, losses, and impairments; restructuring-related charges; and certain deferred executive compensation — after accounting for any incentive award payments, including those to be made under the Incentive Plan.
Calculation of Incentive Plan Payments
Under the Incentive Plan, upon completion of the first six months of the fiscal year, the Compensation Committee determined the extent to which the Company’s performance goals for the first performance period were attained, reviewed the CEO’s recommended payouts under the Incentive Plan, and approved the awards to be made under the Incentive Plan with respect to the first performance period. Upon completion of the fiscal year, the Compensation Committee completed the same process with respect to the second performance period. Payments with respect to the first performance period were capped at 100% of the first half target level attributable to the applicable metric, with amounts over the target level held back and paid after the end of the fiscal year upon certification that the Company had achieved its nominal level of non-GAAP operating income for the fiscal year.
Achievement under the performance goals at the “threshold,” “target,” or “maximum” level corresponds to payment under the Incentive Plan at the “threshold,” “target,” or “maximum” percentage, as applicable, with such percentage multiplied by the executive’s base salary for the six-month period and then multiplied by the weighting assigned to that performance goal. The payout for achievement under the performance goals between either the “threshold” and “target” levels or the “target” and “maximum” levels would be based on linear interpolation between the two relevant amounts.
Each executive’s payment under the Incentive Plan is calculated by evaluating achievement of each performance goal individually, determining the portion of the total eligible incentive payment earned with respect to each such performance goal, and totaling the resulting amounts. The Compensation Committee retained the discretion to make payments, upon consideration of recommendations by the Chief Executive Officer,
even if the threshold performance metrics were not met or if the nominal level of non-GAAP operating income was not met, or to make payments in excess of the maximum level if the Company’s performance exceeded the maximum metrics. While the Compensation Committee believed it was appropriate to retain this discretion in order to make short-term incentive compensation awards in appropriate extraordinary circumstances, no such adjustments were actually made.
Fiscal Year Results
For the first half of fiscal year 2021, the Company’s revenue and non-GAAP EBITDA achieved were $2,682 million and $1,226 million, respectively, resulting in a short-term compensation award for each Named Executive Officer with respect to such performance period equal to his or her maximum payment level, or 200% of the target payment level. A payment of the target amount was made to each Named Executive Officer in May 2021, with the remainder held back for potential payment following the completion of the fiscal year. For the second half of fiscal year 2021, the Company’s revenue and non-GAAP EBITDA achieved were $2,367 million and $1,050 million, respectively, resulting in a short-term compensation award for each Named Executive Officer with respect to such performance period equal to his or her maximum payment level, or 200% of the target payment level. In determining the Company’s performance for the second half of fiscal year 2021, the Company excluded all impacts to revenue and non-GAAP EBITDA resulting from the acquisition in July 2021 of Silicon Labs’ Infrastructure and Automotive business. In November 2021, upon certifying that the nominal level of non-GAAP operating income had been achieved for the fiscal year, the Compensation Committee approved payment of the short-term incentive achieved with respect to the second performance period as well as payment of the remaining portion of the short-term incentive achieved with respect to the first performance period, which had been held back. The Compensation Committee did not exercise discretion, either upward or downward, to executives’ payments under the Incentive Plan.
 
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The following table shows the Company’s achievement under the Incentive Plan:
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
Achieved $ 2,682 $ 2,367 $ 1,226 $ 1,050
Long-Term Stock-Based Compensation
Overview
The Compensation Committee generally makes long-term stock-based compensation awards to executive officers on an annual basis. Long-term stock-based compensation awards are intended to align the interests of our executive officers with those of our stockholders and to reward our executive officers for increases in stockholder value over periods of time greater than one year. It is the Company’s practice to make stock-based compensation awards to executive officers in November of each year at a prescheduled Compensation Committee meeting. For fiscal year 2021, the Compensation Committee made an annual stock-based compensation award to each of the Named Executive Officers on November 11, 2020, at a regularly scheduled Compensation Committee meeting.
Fiscal Year 2021 Stock-Based Compensation Awards
In making annual stock-based compensation awards to executive officers for fiscal year 2021, the Compensation Committee first reviewed the Comparator Group grant data by executive position. The Compensation Committee used that data to inform its determination of a target dollar value for the long-term stock-based award for each executive officer, as set forth in the table below, targeting awards for fiscal year 2021 that were competitive within the Comparator Group. Each executive officer was granted a performance share award (“PSA”) and a restricted stock unit (“RSU”) award equivalent to sixty percent (60%) and forty percent (40%), respectively, of the dollar value of the executive’s fiscal year 2021 stock-based award, calculating the number of shares subject to each award using the fair market value of the Company’s common stock on the date of such award and an assumption that the Company would achieve the “target” level of performance required to earn the PSA. The Compensation Committee’s rationale for awarding PSAs is to further align the executive’s interest with those of our stockholders by using equity awards that will vest only if the Company achieves pre-established performance metrics, and we believe the Compensation Committee’s decision to award a portion of the PSAs subject to performance metrics measured over a multi-year performance period more closely aligns the executive’s interests with those of our stockholders.
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
(1)
The grant date fair values of these stock-based awards as disclosed further below in the “Summary Compensation Table” and the “Grants of Plan-Based Awards Table” differ from the values stated above due to the grant date fair value of the PSAs being computed using a Monte Carlo simulation to value the portion of the award related to TSR percentile ranking, in accordance with the provisions of ASC 718.
(2)
Reflects the dollar value of the award, divided by $143.87 per share, which was the closing price of the Company’s common stock on the Nasdaq Global Select Market on November 11, 2020.
 
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After setting award levels by position and evaluating our business needs for the attraction and retention of executives and employees as well as internal and external circumstances impacting the Company and its employees, the Compensation Committee also reviewed the Comparator Group data to set the aggregate number of shares of the Company’s common stock that would be made available for annual equity awards to eligible non-executive employees of the Company, as a percentage of the total number of the outstanding shares of the Company’s common stock.
FY21 PSAs
The PSAs granted on November 11, 2020 (the “FY21 PSAs”), have both “performance” and “continued employment” conditions that must be met in order for the executive to receive shares underlying the award.
The “performance” condition of the FY21 PSAs compares the Company’s performance under three distinct performance metrics during the applicable performance period against a range of pre-established targets, as follows:
Percentage of
Aggregate
Target Level
Shares
Performance
Period
Target Level Shares with Respect to Emerging Revenue Growth Metric(1) 25%
Fiscal Year 2021
Target Level Shares with Respect to Design Win Metric(2) 25%
Fiscal Year 2021
Target Level Shares with Respect to TSR Percentile Ranking Metric(3) 50%
Fiscal Years 2021-2023
(1)
The emerging revenue growth metric measures the Company’s year-over-year revenue growth in certain key product categories, each of which represents an identified longer-term growth market for the Company.
(2)
The design win metric measures the success of the Company in achieving specific product design wins with a key customer.
(3)
The TSR percentile ranking metric measures the Company’s percentile ranking achieved with respect to its peer group. The peer group for purposes of the TSR percentile ranking metric includes each of the companies in the Philadelphia Semiconductor Index as of November 11, 2020, but excludes any such company that during the three-year performance period is acquired by or merged with (or enters into an agreement to be acquired by or merged with) another entity. For purposes of the PSA award, TSR for the Company and for each company in the peer group is calculated using a starting price and ending price, which consist of the average closing prices for each trading day during the sixty (60) consecutive calendar days ending on, and including, the last trading day before the measurement period begins and the last trading day of the measurement period, respectively, assuming dividend reinvestment and adjusting for stock splits, as applicable.
The semiconductor industry generally and, in particular, many of the markets into which the Company sells its connectivity products, are characterized by constant and rapid technological change, continuous product evolution, and short product life cycles, including annual product refreshes in some cases. Recognizing that strong long-term financial performance depends largely on the Company’s ability to identify, and respond to, rapid market changes by introducing new and enhanced products and technologies on a timely basis, the Compensation Committee determined that half of the target value under the FY21 PSAs should be measured based on one-year performance periods, consistent with the PSA design from the prior year.
More specifically, the Compensation Committee retained emerging revenue growth and key customer design wins as one-year metrics appropriate for focusing our management team on long-term value creation, given that revenue growth over the next several years is highly dependent on executing in certain higher-growth product categories, as well as on continued success with a key customer that typically leads the market in the adoption of new technologies and maintains an annual sales cycle. As in prior years, the remaining half of the target value under the FY21 PSAs was based on three-year TSR percentile ranking, which the Compensation Committee believed provides an appropriate balance to the one-year measurement periods.
 
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The specific pre-established targets under the emerging revenue growth and TSR percentile ranking metrics are as follows:
Company Metric(1)
Threshold
Target
Maximum
1-year Emerging Revenue Growth (%) 0.0% 15.0% 30.0%
3-year TSR Percentile Ranking 25th 55th 90th
(1)
Given both the Company’s contractual confidentiality obligations and the proprietary nature of the specific goals, the Company cannot publicly disclose the specific threshold, target, and maximum levels of performance established with respect to the design win metric.
As with the Incentive Plan, the pre-established targets under the FY21 PSAs were established by the Compensation Committee after reviewing the Company’s historical operating results and growth rates as well as the Company’s expected future results relative to peers and were designed to require significant effort and operational success on the part of our executives and the Company:

Emerging Revenue Growth Metric: The target level was set at 15%, representing above-market annual growth, the maximum level was set at 30%, which the Compensation Committee believed represented outstanding performance that would be difficult to achieve, and the threshold level was set at 0% as a result of continued market uncertainties related to the COVID-19 pandemic.

Design Win Metric: The Compensation Committee increased the threshold, target, and maximum levels of performance by 32%, 15%, and 11%, respectively, from the corresponding levels set for the prior year, in order to incentivize a significant increase over the prior year’s performance.

TSR Percentile Ranking Metric: The Compensation Committee increased the target percentile to the 55th percentile of the peer group in order to further incentivize above-median performance and in response to stockholder feedback received in 2020.
The number of shares issuable under the FY21 PSAs corresponds to the level of achievement of the performance goals, as follows (subject to linear interpolation for amounts between “threshold” and “target” or “target” and “maximum”):
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%
The “continued employment” condition of the FY21 PSAs provides that, to the extent that the performance metrics are met, the shares earned under such metrics would vest as follows (provided, in each case, that the executive remains employed by the Company through each such vesting date):
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%
(1)
In the event of termination by reason of death or permanent disability, the holder of an FY21 PSA (or the holder’s estate) would receive any earned but unissued shares that would have been issuable thereunder during the remaining term of the award.
 
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During fiscal year 2020, the base period against which fiscal year 2021 emerging revenue performance was measured, the Company achieved revenue in the specified key product categories of  $442 million. During fiscal year 2021, the Company achieved revenue in the specified key product categories of  $996 million, representing emerging revenue growth of 125%, exceeding the “maximum” level of performance and resulting in achievement with respect to such metric of 200% of the target level of shares. In calculating emerging revenue for fiscal year 2021, the Company excluded all revenue resulting from the acquisition in July 2021 of Silicon Labs’ Infrastructure and Automotive business, consistent with the terms of the FY21 PSA, which required exclusion of the impacts on this metric of any acquisition made by the Company during the performance period. Performance under this metric significantly exceeded the Company’s annual operating plan, primarily as a result of stronger-than-expected demand for the applicable products. Also during fiscal year 2021, the Company achieved design wins with the specified customer at a level exceeding the “maximum” level of performance, resulting in achievement with respect to such metric of 200% of the target level of shares. The level of actual achievement under this metric represented a significant increase from the prior year’s performance. Accordingly, upon the Compensation Committee’s certification of the
performance results in November 2021, the Company issued 50% of the shares earned by each Named Executive Officer under the FY21 PSAs with respect to the emerging revenue growth and design win performance metrics. The remaining shares earned under such metrics will be issued in November 2022, provided that the Named Executive Officer meets the continued employment condition.
Outstanding PSAs at the End of Fiscal Year 2021
As summarized in the table below of the annual PSA grants made to Named Executive Officers since fiscal year 2018 (the first year in which the Compensation Committee awarded PSAs subject to a performance metric measured over a three-year performance period), achievement of the TSR percentile ranking performance metric under the FY21 PSAs, which is subject to a three-year performance period, will be determined following the conclusion of the Company’s fiscal year 2023. During the three-year performance period under the fiscal year 2019 PSAs comprising the Company’s fiscal years 2019, 2020, and 2021, the Company achieved a TSR of 105% resulting in its ranking in the 44.8th percentile against the applicable peer group. Accordingly, the Company issued 74.1% of the “target” level of shares, as earned by each Named Executive Officer under the fiscal year 2019 PSAs with respect to the TSR percentile ranking metric.
PSA Fiscal Year
Grant Date
Performance Metric
Performance
Period
Achieved
(% of Target)
FY18
11/7/2017
Non-GAAP EBITDA Growth
3-year TSR Percentile Ranking
FY18
FY18 — FY20
99.8%
0%
FY19
11/6/2018
Non-GAAP EBITDA Growth
3-year TSR Percentile Ranking
FY19
FY19 — FY21
0%
74.1%
Emerging Revenue Growth
FY20
200%
FY20
11/5/2019
Design Wins
FY20
200%
3-year TSR Percentile Ranking
FY20 — FY22
Performance Period in Progress(1)
Emerging Revenue Growth
FY21
200%
FY21
11/11/2020
Design Wins
FY21
200%
3-year TSR Percentile Ranking
FY21 — FY23
Performance Period in Progress(2)
(1)
As of March 1, 2022, performance under this metric during the applicable performance period is between the “threshold” and “target” levels of performance.
(2)
As of March 1, 2022, performance under this metric during the applicable performance period is below the “threshold” level of performance.
 
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Other Compensation and Benefits
We provide other benefits to our executive officers that are intended to be part of a competitive overall compensation program and are not tied to any company performance criteria. Consistent with our objective of having compensation programs that are considered fair to our employees, executive officers are eligible to participate in the Company’s medical, dental, vision, life, and disability insurance plans, as well as the Company’s 401(k) Savings and Investment Plan and Employee Stock Purchase Plan, under the same terms as such benefits are offered to other benefits-eligible employees. We do not provide executive officers with any enhanced retirement benefits (i.e., executive officers are subject to the same limits on contributions as other employees, as we do not offer any supplemental executive retirement plan or other similar non-qualified deferred compensation plan), and they are eligible for 401(k) company-match contributions under the same terms as other employees.
We offered executives the opportunity to participate in a reimbursement program for fiscal year 2021 providing up to an aggregate of $20,000 to each executive for the purchase of financial planning services, estate planning services, personal tax planning and preparation services, and/or an executive physical. No tax gross-up was provided for such reimbursements. In fiscal year 2021, each of the Named Executive Officers, with the exception of Ms. Durham, received reimbursement in connection with such services.
Severance and Change-in-Control Benefits
None of our executive officers, including the Named Executive Officers, has an employment agreement that provides a specific term of employment with the Company. Accordingly, the employment of any such employee may be terminated at any time. We do provide certain benefits to our Named Executive Officers upon certain qualifying terminations of employment and in connection with terminations of employment under certain circumstances following a change in
control. A description of the material terms of our severance and change-in-control arrangements with the Named Executive Officers can be found immediately below and further below under “Potential Payments Upon Termination or Change in Control.
The Compensation Committee believes that severance protections can play a valuable role in recruiting and retaining superior talent. Severance and other termination benefits are an effective way to offer executives financial security to incent them to forego an opportunity with another company. These agreements also protect the Company as the Named Executive Officers are bound by non-solicit covenants for a period of twelve (12) months after termination of employment. Outside of the change-in-control context, each Named Executive Officer is entitled to severance benefits if his or her employment is involuntarily terminated by the Company without cause and, in the case of the Chief Executive Officer, if he terminates his own employment for good reason (as defined in the Chief Executive Officer’s change-in-control agreement). The level of each Named Executive Officer’s cash severance or other termination benefit is generally tied to his or her annual base salary and short-term incentive amounts.
Additionally, each Named Executive Officer would receive enhanced severance benefits and accelerated vesting of equity awards if his or her employment were terminated under certain circumstances in connection with a change in control of the Company. These benefits are described in detail further below under “Potential Payments Upon Termination or Change in Control.” The Compensation Committee believes these enhanced severance benefits and accelerated vesting are appropriate because the occurrence, or potential occurrence, of a change-in-control transaction would likely create uncertainty regarding the continued employment of executive officers that typically occurs in a change-in-control context, and such severance benefits and accelerated vesting encourage the Named Executive Officers to remain employed with the Company through the change-in-control process and to focus on enhancing stockholder value both before and during the process. In
 
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addition, the vesting protection helps assure the Named Executive Officers that they will not lose the expected value of their equity awards because of a change in control of the Company.
Executive Officer Stock Ownership Requirements
We have adopted Executive Stock Ownership guidelines with the objective of more closely aligning the interests of our executive officers with
those of our stockholders. Under the Executive Officer Ownership guidelines, our Named Executive Officers are each required to hold the lower of  (a) the number of shares with a fair market value equal to the applicable multiple of such executive’s current base salary, or (b) the applicable number of shares, each as set forth in the table below. All of our Named Executive Officers are in compliance with the stock ownership guidelines as of the date hereof.
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
(1)
For purposes of the Executive Stock Ownership guidelines, the fair market value of the Company’s common stock is the average closing price per share of the Company’s common stock as reported on the Nasdaq Global Select Market (or if the common stock is not then traded on such market, such other market on which the common stock is traded) for the twelve (12) month period ending with the determination date.
Prohibition on Hedging and Certain Other Transactions
We prohibit our directors, officers, and employees (or any of their designees) from directly or indirectly engaging in the following transactions with respect to securities of the Company:

selling short, including short sales “against the box”;

buying or selling put or call options; or

purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of securities of the Company, whether through the use of traded securities, privately negotiated derivative securities, or synthetic financial instruments.
In addition, we prohibit our directors, officers, and employees from purchasing Company securities on margin, borrowing against Company securities held in a margin account, or pledging Company securities as collateral for a loan.
Compliance with Internal Revenue Code Section 162(m)
For fiscal year 2021, the Company will be unable to deduct compensation in excess of  $1 million paid to certain executive officers, as specified under Section 162(m) of the Internal Revenue Code (“IRC”). The Compensation Committee uses its judgment to authorize compensation payments that may be subject to the limit when the Compensation Committee believes such payments are appropriate and in the best interests of the Company and its stockholders.
 
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Compensation Tables for Named Executive Officers
Summary Compensation Table
The following table summarizes compensation earned by, or awarded or paid to, our Named Executive Officers for fiscal year 2021, fiscal year 2020, and our fiscal year ended September 27, 2019 (“fiscal year 2019”).
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
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
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
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
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
(1)
The amounts in the Stock Awards column represent the grant date fair values, computed in accordance with the provisions of FASB ASC Topic 718 — Compensation — Stock Compensation (“ASC 718”), of PSAs and RSUs granted during the applicable fiscal year, without regard to estimated forfeiture rates. For fiscal years 2019, 2020, and 2021, assuming the highest level of performance achievement with respect to the PSAs, the grant date fair values of the Stock Awards would be as follows: Mr. Griffin (FY 2019: $14,658,935; FY 2020: $25,430,512; FY 2021: $14,912,691), Mr. Sennesael (FY 2019: $4,104,438; FY 2020: $6,637,546; FY 2021: $4,609,190), Mr. Bori (FY 2019: $3,957,856; FY 2020: $5,666,259; FY 2021: $3,931,401), Mr. Terry (FY 2019: $2,491,891; FY 2020: $5,211,819; FY 2021: $3,660,286), and Ms. Durham (FY 2020: $3,577,434; FY 2021: $2,575,596). For a description of the assumptions used in calculating the fair value of equity awards in fiscal year 2021 under ASC 718, see Note 10 of the Company’s financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on November 24, 2021.
(2)
Reflects amounts paid to the Named Executive Officers pursuant to the executive incentive plan adopted by the Compensation Committee for each year indicated.
(3)
“All Other Compensation” includes the Company’s contributions to the executive’s 401(k) Plan account, the cost of group term life insurance premiums, and financial planning benefits. For fiscal year 2021, it specifically includes $11,600 in Company contributions to each Named Executive Officer’s 401(k) Plan account, as well as $11,500 in financial planning benefits for Mr. Griffin.
(4)
Ms. Durham was not a Named Executive Officer prior to fiscal year 2020.
 
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Grants of Plan-Based Awards Table
The following table summarizes all grants of plan-based awards made to the Named Executive Officers in fiscal year 2021, including incentive awards payable under our Fiscal Year 2021 Executive Incentive Plan.
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
(#)
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)
(1)
The amounts shown represent the potential value of awards earned under the Incentive Plan. The amounts actually paid to the Named Executive Officers under the Incentive Plan are shown above in the “Summary Compensation Table“ under “Non-Equity Incentive Plan Compensation.” For a more complete description of the Incentive Plan, please see description above under “Components of Compensation — Short-Term Incentives.”
(2)
The amounts shown represent shares potentially issuable pursuant to the FY21 PSAs granted on November 11, 2021, under the Company’s 2015 Long-Term Incentive Plan, as described above under “Components of Compensation — Long-Term Stock-Based Compensation.”
(3)
Represents shares underlying RSU awards granted under the Company’s 2015 Long-Term Incentive Plan. The RSU award vests over four years at a rate of twenty-five percent (25%) per year commencing one year after the date of grant and on each subsequent anniversary of the grant date for the following three years, provided the executive remains employed by the Company through each such vesting date.
(4)
Reflects the grant date fair value of the FY21 PSAs, computed in accordance with the provisions of ASC 718, using (a) a Monte Carlo simulation (which weights the probability of multiple potential outcomes) to value the portion of the award related to TSR percentile ranking, and (b) a price of  $143.87 per share, which was the closing sale price of the Company’s common stock on the Nasdaq Global Select Market on November 11, 2020, to value the portion of the award related to emerging revenue growth and design wins, assuming performance at the “target” level. For a description of the assumptions used in calculating the fair value of equity awards granted in fiscal year 2021 under ASC 718, see Note 10 of the Company’s financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on November 24, 2021.
(5)
Reflects the grant date fair value of the RSUs granted on November 11, 2020, computed in accordance with the provisions of ASC 718 using a price of  $143.87 per share, which was the closing price of the Company’s common stock on the Nasdaq Global Select Market on November 11, 2020.
 
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Outstanding Equity Awards at Fiscal Year End Table
The following table summarizes the unvested stock awards and all stock options held by the Named Executive Officers as of the end of fiscal year 2021.
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