|
|
| |
|
| |
|
|
|
Date and Time
|
| |
Location
|
| |
Record Date
|
|
|
May 14, 2024
11:00 a.m. PDT |
| |
www.virtualshareholdermeeting.com/
SWKS2024 |
| |
March 20, 2024
|
|
|
Your Vote Is Important.
|
|
|
|
| |
|
| |
|
|
|
Internet
|
| |
Phone
|
| |
Mail
|
|
| | | | | 1 | | | |
| | | | | 8 | | | |
| | | | | 10 | | | |
| | | | | 16 | | | |
| | | | | 17 | | | |
| | | | | 21 | | | |
| | | | | 25 | | | |
| | | | | 26 | | | |
| | | | | 26 | | | |
| Proposal 2: Ratification of Independent Registered Public Accounting Firm | | | | | 28 | | |
| | | | | 29 | | | |
| | | | | 30 | | | |
| Proposal 3: Advisory Vote on the Compensation of Our Named Executive Officers (“Say-on-Pay” Vote) | | | | | 31 | | |
| Information About Executive and Director Compensation | | | | | 32 | | |
| | | | | 32 | | | |
| | | | | 33 | | | |
| | | | | 47 | | | |
| | | | | 58 | | | |
| | | | | 62 | | | |
| | | | | 64 | | | |
|
Proposals 4 – 7: Approval of Amendments
to Charter to Eliminate Supermajority Vote Provisions |
| | | | 65 | | |
| Proposal 8: Approval of the Company’s Second Amended and Restated 2015 Long-Term Incentive Plan | | | | | 71 | | |
| | | | | 86 | | | |
| Proposal 10: Stockholder Proposal Regarding Named Executive Officer Termination Payments | | | | | 92 | | |
| | | | | 94 | | | |
| Proposal 11: Stockholder Proposal Regarding Adoption of Greenhouse Gas Emissions Reduction Targets | | | | | 96 | | |
| | | | | 98 | | | |
| Security Ownership of Certain Beneficial Owners and Management | | | | | 100 | | |
| | | | | 102 | | | |
| | | | | 108 | | | |
| | | | | 108 | | | |
|
Appendix A: Unaudited Reconciliations of
Non-GAAP Financial Measures |
| | | | 110 | | |
| | | | | 111 | | | |
|
Appendix B: Provisions of Charter Subject
to Potential Amendment |
| | | | 113 | | |
| | | | | 120 | | | |
| | | | | 143 | | | |
| | | | | 152 | | |
| | | |
|
| |
Proxy Statement
|
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|
|
| |
|
| |
|
|
|
Date and Time
|
| |
Location
|
| |
Record Date
|
|
|
May 14, 2024
11:00 a.m. PDT |
| |
www.virtualshareholdermeeting.com/
SWKS2024 |
| |
March 20, 2024
|
|
|
Proposal
|
| | | Required Vote for Approval |
| | |
Board
Recommendation |
| | | | | | |
See
Page |
| ||||
|
1.
|
| | |
Election of Directors
|
| | |
For each director, majority of votes cast
|
| | |
FOR Each
Nominee |
| | |
|
| | |
8
|
|
|
2.
|
| | |
Ratification of Appointment of KPMG LLP
|
| | |
Majority of votes present and entitled to vote
|
| | |
FOR
|
| | |
|
| | |
28
|
|
|
3.
|
| | |
Advisory Vote to Approve Compensation of Named Executive Officers
|
| | |
Majority of votes present and entitled to vote
|
| | |
FOR
|
| | |
|
| | |
31
|
|
|
4 – 7.
|
| | |
Approve Amendments to Restated Certificate of Incorporation to Eliminate Supermajority Vote Provisions
|
| | |
80% (or 90% in case of Proposal 5) of shares outstanding
|
| | |
FOR
|
| | |
|
| | |
65
|
|
|
8.
|
| | |
Approve Second Amended and Restated 2015 Long-Term Incentive Plan
|
| | |
Majority of votes present and entitled to vote
|
| | |
FOR
|
| | |
|
| | |
71
|
|
|
9.
|
| | |
Approve Amendment to 2002 Employee Stock Purchase Plan, as Amended
|
| | |
Majority of votes present and entitled to vote
|
| | |
FOR
|
| | |
|
| | |
86
|
|
|
10 – 11.
|
| | |
Two Stockholder Proposals, if Properly Presented at the Annual Meeting
|
| | |
Majority of votes present and entitled to vote
|
| | |
AGAINST
|
| | |
|
| | |
92
|
|
|
Proxy Statement
|
| |
|
| |
1
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|
2
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| |
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| |
Proxy Statement
|
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|
Proxy Statement
|
| |
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| |
3
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|
|
Name
|
| |
Age
|
| |
Director
Since |
| |
Principal Occupation
|
| |
Independent
|
| |
Committee
Memberships |
| |
Other Public
Company Boards |
| ||||||||||||||||
| Liam K. Griffin Chairman of the Board |
| | | | 57 | | | | | | | 2016 | | | | | Chairman, CEO and President, Skyworks Solutions |
| | | | | | | | |
—
|
| | | | — | | | |
| Christine King Lead Independent Director |
| | | | 74 | | | | | | | 2014 | | | | | Retired Executive Chairman, QLogic | | | | | • | | | | |
AC, CC (C)
|
| | | | — | | | |
| Alan S. Batey | | | | | 61 | | | | | | | 2019 | | | | | Retired EVP and President of North America, General Motors |
| | | | • | | | | |
CC
|
| | | | — | | | |
| Kevin L. Beebe | | | | | 65 | | | | | | | 2004 | | | | |
President and CEO, 2BPartners
|
| | | | • | | | | |
NCGC (C)
|
| | | | 2 | | | |
| Eric J. Guerin | | | | | 52 | | | | | | | 2022 | | | | | CFO, RB Global, Inc. | | | | | • | | | | |
AC
|
| | | | — | | | |
| Suzanne E. McBride | | | | | 55 | | | | | | | 2022 | | | | |
COO, Iridium Communications
|
| | | | • | | | | |
NCGC
|
| | | | 1 | | | |
| David P. McGlade | | | | | 63 | | | | | | | 2005 | | | | | Retired Executive Chairman, Intelsat | | | | | • | | | | |
AC (C), NCGC
|
| | | | — | | | |
| Robert A. Schriesheim | | | | | 63 | | | | | | | 2006 | | | | | Chairman, Truax Partners | | | | | • | | | | |
AC, CC
|
| | | | 1 | | | |
| Maryann Turcke | | | | | 58 | | | | | | | 2023 | | | | | Former Chief Operating Officer, National Football League | | | | | • | | | | |
NCGC
|
| | | | 2 | | | |
|
4
|
| |
|
| |
Proxy Statement
|
|
|
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
|
| | Our Lead Independent Director role has a robust set of duties set forth in our corporate governance guidelines | |
|
Executive Sessions
|
| |
Our independent directors regularly meet in executive sessions without management, with the Lead Independent Director presiding
|
|
|
Independent Board Committees
|
| |
All members of the Board’s three standing committees are independent directors
|
|
|
Board Refreshment
|
| | Our Board regularly takes steps to refresh its membership, including adding three new directors since 2022 | |
|
Risk Assessment
|
| | Our Board and its committees regularly review management’s processes for identifying, assessing, and managing risks | |
|
Annual Board Assessment
|
| | The Nominating and Corporate Governance Committee oversees an annual evaluation of the effectiveness of the Board, each committee, and individual directors | |
|
Executive Succession Plan
|
| | The Board periodically reviews and approves the executive succession plan in consultation with the Compensation Committee and the Chief Executive Officer | |
|
No “Poison Pill”
|
| |
The Board has not adopted a “poison pill”
|
|
|
Stock Ownership Requirements
|
| |
All directors and executive officers are subject to robust stock ownership requirements
|
|
|
Prohibition on Pledging
|
| |
We prohibit our directors and employees from pledging Company securities
|
|
|
Special Meeting Right
|
| | Our stockholders have the right to call a special meeting of the Company’s stockholders | |
|
Proxy Access
|
| | Eligible stockholders may nominate their own director nominees to be included in the Company’s proxy materials | |
|
Regular Stockholder Engagement
|
| | We regularly conduct outreach to our stockholders to understand their perspectives on governance matters | |
|
Director Commitments
|
| | All directors are subject to our policy on director public company board commitments and annual review by the Nominating and Corporate Governance Committee regarding those commitments | |
|
Proxy Statement
|
| |
|
| |
5
|
|
|
6
|
| |
|
| |
Proxy Statement
|
|
|
|
| |
|
|
|
Proxy Statement
|
| |
|
| |
7
|
|
|
PROPOSAL 1:
|
|
| | | |
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
|
| |
•
|
| |
•
|
| |
•
|
| | | |
| Maryann Turcke | | |
2023
|
| |
•
|
| | | | | | | |
•
|
|
| Number of Meetings in FY2023 | | | | | | | | |
8
|
| |
3
|
| |
3
|
|
|
8
|
| |
|
| |
Proxy Statement
|
|
| |
|
| |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”
THE ELECTION OF EACH OF THE NINE NOMINEES IN PROPOSAL 1 |
| |
|
Proxy Statement
|
| |
|
| |
9
|
|
Liam K. Griffin, Chairman, Chief Executive Officer and President
|
| |
Director since: 2016 • Age: 57
|
|
Prior to his appointment as Chairman of the Board in May 2021, Mr. Griffin had served as Chief Executive Officer and a director since May 2016 and as President since May 2014. He served as Executive Vice President and Corporate General Manager from November 2012 to May 2014, Executive Vice President and General Manager, High Performance Analog from May 2011 to November 2012, and Senior Vice President, Sales and Marketing from August 2001 to May 2011. Previously, Mr. Griffin was employed by Vectron International, a division of Dover Corp., as Vice President of Worldwide Sales from 1997 to 2001 and as Vice President of North American Sales from 1995 to 1997.
Qualifications: We believe that Mr. Griffin’s qualifications to serve as a director include his strong relationships with Skyworks’ key customers, investors, employees, and other stakeholders, as well as his deep understanding of the semiconductor industry and its competitive landscape gained through serving in several different executive positions at Skyworks over the past two decades.
|
| |
Committee(s)
•
None
Other Public Company Boards
Current
•
None
Past 5 Years
•
National Instruments Corporation (until 2023)
•
Vicor Corporation (until 2019)
|
|
Christine King, Lead Independent Director
|
| |
Director since: 2014 • Age: 74
|
|
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)
|
|
|
10
|
| |
|
| |
Proxy Statement
|
|
Alan S. Batey
|
| |
Director since: 2019 • Age: 61
|
|
Mr. Batey served as Executive Vice President and President of North America for General Motors Company (a publicly traded automotive manufacturer), as well as the Global Brand Chief for Chevrolet, a division of General Motors Company, from 2014 until 2019. His career spans more than 39 years with General Motors where he held various senior management positions in operations, marketing, and sales around the world.
Qualifications: We believe that Mr. Batey’s qualifications to serve as a director include his extensive senior management experience at General Motors, where he developed expertise on a broad set of complex strategic, operational, and technological matters involving the automotive industry, an industry that is expected to be a growth market for the Company.
|
| |
Committee(s)
•
Compensation
Other Public Company Boards
Current
•
None
Past 5 Years
•
None
|
|
Kevin L. Beebe
|
| |
Director since: 2004 • Age: 65
|
|
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)
|
|
|
Proxy Statement
|
| |
|
| |
11
|
|
Eric J. Guerin
|
| |
Director since: 2022 • Age: 52
|
|
Mr. Guerin serves as Chief Financial Officer of RB Global (a publicly traded provider of insights, services and transaction solutions for commercial assets and vehicles), a role he has held since January 2024. Previously, Mr. Guerin served as Senior Vice President and Chief Financial Officer of Veritiv Corporation (a formerly publicly traded provider of packaging and hygiene products), from March 2023 to December 2023 and as its Senior Vice President-Finance from January 2023 to March 2023. Prior to that, he served as Executive Vice President and Chief Financial Officer of CDK Global (a formerly publicly traded provider of integrated technology solutions to the automotive industry) from 2021 to 2022. From 2016 to 2021, he served as Division Vice President and sector Chief Financial Officer at Corning Glass Technologies, a division of Corning Inc. (a publicly traded innovator in materials science). Previously, he served in financial leadership roles at Flowserve Corporation, Novartis Corporation, Johnson & Johnson Services Inc., and AstraZeneca PLC, each a publicly traded company or subsidiary thereof.
Qualifications: We believe that Mr. Guerin’s qualifications to serve as a director include his financial and operational expertise, together with his extensive engagements within Asia-Pacific markets.
|
| |
Committee(s)
•
Audit
Other Public Company Boards
Current
•
None
Past 5 Years
•
Natus Medical Incorporated (until 2022)
|
|
Suzanne E. McBride
|
| |
Director since: 2022 • Age: 55
|
|
Ms. McBride serves as Chief Operations Officer for Iridium Communications, Inc. (a publicly traded operator of a satellite-based global communications network). Prior to rejoining Iridium in February 2019, where she had previously served from 2007 to 2016 in various leadership roles, Ms. McBride served from June 2016 to January 2019 as Senior Vice President and Chief Operations Officer for OneWeb (a privately held company building a space-based global communications network that filed a voluntary petition for Chapter 11 bankruptcy protection on March 27, 2020). Earlier in her career, she held a series of increasingly senior positions in technology and operations with Motorola Solutions, Inc. (a publicly traded telecommunications company), and General Dynamics Corporation (a publicly traded aerospace and defense company).
Qualifications: We believe that Ms. McBride’s qualifications to serve as a director include her extensive strategy and operations expertise developed through twenty-five years of experience within the wireless technology industry.
|
| |
Committee(s)
•
Nominating and Corporate Governance
Other Public Company Boards
Current
•
Iridium Communications, Inc.
Past 5 Years
•
None
|
|
|
12
|
| |
|
| |
Proxy Statement
|
|
David P. McGlade
|
| |
Director since: 2005 • Age: 63
|
|
Mr. McGlade served as Chairman of the Board of Intelsat S.A. (a publicly traded worldwide provider of satellite communication services) from April 2013 to February 2022. He served as Executive Chairman of Intelsat from April 2015 to March 2018, prior to which he served as Chairman and Chief Executive Officer. Previously, Mr. McGlade served as an Executive Director of mmO2 PLC and as the Chief Executive Officer of O2 UK (a subsidiary of mmO2), a position he held from October 2000 until March 2005.
Qualifications: We believe that Mr. McGlade’s qualifications to serve as a director include his significant operational, strategic, and financial acumen, as well as his knowledge about global capital markets, developed over approximately four decades of experience in the telecommunications industry.
|
| |
Committee(s)
•
Audit (Chair)
•
Nominating and Corporate Governance
Other Public Company Boards
Current
•
None
Past 5 Years
•
Intelsat S.A. (until 2022)
|
|
Robert A. Schriesheim
|
| |
Director since: 2006 • Age: 63
|
|
Mr. Schriesheim has been Chairman of Truax Partners LLC (a consulting firm) since 2018 and has served as Adjunct Associate Professor of Finance at the University of Chicago Booth School of Business since September 2023. He served as Executive Vice President and Chief Financial Officer of Sears Holdings Corporation (a publicly traded nationwide retailer) from August 2011 to October 2016. From January 2010 to October 2010, Mr. Schriesheim was Chief Financial Officer of Hewitt Associates, Inc. (a global human resources consulting and outsourcing company that was acquired by Aon Corporation). From October 2006 until December 2009, he was the Executive Vice President and Chief Financial Officer of Lawson Software, Inc. (a publicly traded ERP software provider).
Qualifications: We believe that Mr. Schriesheim’s qualifications to serve as a director include his extensive knowledge of the capital markets and corporate financial capital structures, his expertise evaluating and structuring merger and acquisition transactions within the technology sector, and his experience gained through leading companies through major strategic and financial corporate transformations.
|
| |
Committee(s)
•
Audit
•
Compensation
Other Public Company Boards
Current
•
Houlihan Lokey, Inc., Lead Independent Director
Past 5 Years
•
Frontier Communications Corporation (until 2021)
•
NII Holdings, Inc. (until 2019)
|
|
|
Proxy Statement
|
| |
|
| |
13
|
|
Maryann Turcke
|
| |
Director since: 2023 • Age: 58
|
|
Ms. Turcke most recently served as a senior advisor at Brookfield Asset Management from September 2020 to September 2022. Previously, Ms. Turcke served as Chief Operating Officer of the National Football League (NFL) from January 2018 to September 2020 and as a Senior Advisor for the NFL from September 2020 to May 2021. She joined the league as President of NFL Network, Digital Media, NFL Films and IT in April 2017. Prior to the NFL, Ms. Turcke served for more than a decade in various leadership roles within BCE Inc. (a publicly traded communications company formerly known as Bell Canada Enterprises), including serving from April 2015 to February 2017 as president of Bell Media, a division of BCE.
Qualifications: We believe that Ms. Turcke’s qualifications to serve as a director include her significant operational, management and financial experience, including in the telecommunications industry.
|
| |
Committee(s)
•
Nominating and Corporate Governance
Other Public Company Boards
Current
•
Frontier Communications Parent, Inc.
•
Royal Bank of Canada
Past 5 Years
•
Northern Star Investment Corp. II (until 2023)
|
|
|
14
|
| |
|
| |
Proxy Statement
|
|
|
Proxy Statement
|
| |
|
| |
15
|
|
|
16
|
| |
|
| |
Proxy Statement
|
|
|
Proxy Statement
|
| |
|
| |
17
|
|
|
18
|
| |
|
| |
Proxy Statement
|
|
|
Proxy Statement
|
| |
|
| |
19
|
|
|
20
|
| |
|
| |
Proxy Statement
|
|
|
Proxy Statement
|
| |
|
| |
21
|
|
|
22
|
| |
|
| |
Proxy Statement
|
|
|
Proxy Statement
|
| |
|
| |
23
|
|
|
24
|
| |
|
| |
Proxy Statement
|
|
|
Board of Directors
|
| |
•
business strategy, including product and technology roadmaps
•
capital allocation
•
organizational structure
|
| |
•
operational risks
•
acquisitions
|
|
|
Audit Committee
|
| |
•
financial reporting
•
financial and accounting controls and processes
•
legal and regulatory compliance
•
cybersecurity
•
tax matters
|
| |
•
internal audit function
•
independent accounting firm
•
related-party transactions
•
whistleblower reporting
•
enterprise risk evaluation processes
|
|
|
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, leadership structure, and effectiveness
•
corporate governance policies and practices
•
ethics policies and practices
|
| |
•
director skills, experience and diversity
•
corporate responsibility and sustainability, including related to human rights and the environment
|
|
|
Proxy Statement
|
| |
|
| |
25
|
|
|
26
|
| |
|
| |
Proxy Statement
|
|
|
Proxy Statement
|
| |
|
| |
27
|
|
|
PROPOSAL 2:
|
|
| |
|
| |
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 2024
|
| |
|
28
|
| |
|
| |
Proxy Statement
|
|
|
Fee Category
|
| |
Fiscal Year
2023 ($) |
| |
% of
Total (%) |
| |
Fiscal Year
2022 ($) |
| |
% of
Total (%) |
| ||||||||||||||||
| Audit Fees(1) | | | | | 2,421,240 | | | | | | | 97.0 | | | | | | | 2,479,240 | | | | | | | 98.5 | | | |
| Audit-Related Fees(2) | | | | | 43,974 | | | | | | | 1.7 | | | | | | | — | | | | | | | — | | | |
| Tax Fees(3) | | | | | 32,000 | | | | | | | 1.3 | | | | | | | 38,838 | | | | | | | 1.5 | | | |
| Total Fees | | | | | 2,497,214 | | | | | | | 100 | | | | | | | 2,518,078 | | | | | | | 100 | | | |
|
Proxy Statement
|
| |
|
| |
29
|
|
|
30
|
| |
|
| |
Proxy Statement
|
|
|
PROPOSAL 3:
|
|
| |
|
| |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS BY VOTING “FOR” PROPOSAL 3
|
| |
|
Proxy Statement
|
| |
|
| |
31
|
|
|
32
|
| |
|
| |
Proxy Statement
|
|
|
|
| |
Heavily weight executive compensation toward “at risk,” performance-based compensation
|
|
|
|
| |
Balance short-term and long-term incentive compensation
|
|
|
|
| |
Use multi-year vesting for executive officer equity awards
|
|
|
|
| |
Base half of annual performance share award on three-year relative TSR performance metric
|
|
|
|
| |
Maintain a clawback policy providing for recovery of incentive compensation from Section 16 officers in the event of a financial restatement
|
|
|
|
| |
Maintain robust stock ownership guidelines for executive officers and non-executive directors
|
|
|
|
| |
Structure our executive officer compensation program to encourage appropriate risk-taking
|
|
|
|
| |
Benchmark pay practices against selected peer companies with whom we compete for executive talent
|
|
|
|
| |
Solicit advice from the Compensation Committee’s independent compensation consultant
|
|
|
|
| |
Maintain a cash severance limitation policy applicable to executive officers
|
|
|
|
| |
Hold annual “say-on-pay” advisory vote
|
|
|
|
| |
Conduct regular engagement with stockholders on compensation-related topics
|
|
|
|
| |
Guarantee bonus payments or base salary increases
|
|
|
|
| |
Provide single-trigger change-in-control benefits
|
|
|
|
| |
Provide excise tax gross-up payments in connection with a change in control of the Company
|
|
|
|
| |
Provide excessive perquisites to our executive officers
|
|
|
|
| |
Provide retirement or pension benefits to our executive officers that are not available to employees generally
|
|
|
|
| |
Permit hedging or other forms of speculative transactions by employees or directors
|
|
|
|
| |
Permit pledging by employees or directors
|
|
|
|
| |
Allow for the repricing of stock options without stockholder approval
|
|
|
|
| |
Pay dividends or dividend equivalents on unearned performance shares or restricted stock units
|
|
|
|
| |
Include “evergreen” provisions or “liberal” change-in-control definitions in our equity incentive award plans
|
|
| | | | | 34 | | | |
| | | | | 34 | | | |
| | | | | 35 | | | |
| | | | | 37 | | | |
| | | | | 44 | | | |
| | | | | 45 | | | |
| | | | | 46 | | | |
| | | | | 46 | | | |
| | | | | 47 | | | |
| | | | | 51 | | | |
| | | | | 57 | | |
|
Proxy Statement
|
| |
|
| |
33
|
|
|
34
|
| |
|
| |
Proxy Statement
|
|
|
Proxy Statement
|
| |
|
| |
35
|
|
|
Peer Group for Fiscal Year 2023 Compensation (“FY23 Peer Group”)(1)
|
| |||||||||
|
Advanced Micro Devices
|
| |
Lam Research
|
| |
Monolithic Power Systems
|
| |
QUALCOMM
|
|
|
Analog Devices
|
| |
Marvell Technology
|
| |
NXP Semiconductors
|
| |
Texas Instruments
|
|
|
Entegris
|
| |
Microchip Technology
|
| |
ON Semiconductor
|
| |
Western Digital
|
|
|
KLA Corporation
|
| |
Micron Technology
|
| |
Qorvo
|
| | | |
|
36
|
| |
|
| |
Proxy Statement
|
|
| | | |
FY2023
Base Salary ($) |
| |
FY2022
Base Salary ($) |
| |
Increase
(%) |
| ||||||||||||
| Liam K. Griffin |
| | | | 1,175,000 | | | | | | | 1,130,000 | | | | | | | 4.0% | | | |
| Kris Sennesael |
| | | | 606,000 | | | | | | | 588,000 | | | | | | | 3.1% | | | |
| Reza Kasnavi |
| | | | 576,000 | | | | | | | 557,000 | | | | | | | 3.4% | | | |
| Carlos S. Bori |
| | | | 541,000 | | | | | | | 520,000 | | | | | | | 4.0% | | | |
| Robert J. Terry |
| | | | 540,000 | | | | | | | 522,000 | | | | | | | 3.4% | | | |
|
Proxy Statement
|
| |
|
| |
37
|
|
| | | |
Threshold
|
| |
Target
|
| |
Maximum
|
| ||||||||||||
| Chief Executive Officer | | | | | 80% | | | | | | | 160% | | | | | | | 320% | | | |
| Chief Financial Officer | | | | | 50% | | | | | | | 100% | | | | | | | 200% | | | |
|
Other Executive Officers
|
| | | | 40% | | | | | | | 80% | | | | | | | 160% | | | |
|
38
|
| |
|
| |
Proxy Statement
|
|
| | | |
Revenue
|
| |
Non-GAAP
Operating Income |
| ||||||||||||||||||||||
|
(in millions)
|
| |
1st Half
|
| |
2nd Half
|
| |
1st Half
|
| |
2nd Half
|
| ||||||||||||||||
| Threshold | | | | $ | 2,225 | | | | | | $ | 2,250 | | | | | | $ | 768 | | | | | | $ | 700 | | | |
| Target | | | | $ | 2,475 | | | | | | $ | 2,500 | | | | | | $ | 888 | | | | | | $ | 820 | | | |
| Maximum | | | | $ | 2,575 | | | | | | $ | 2,750 | | | | | | $ | 938 | | | | | | $ | 940 | | | |
|
Proxy Statement
|
| |
|
| |
39
|
|
| | | |
Revenue
|
| |
Operating Income
|
| ||||||||||||||||||||||
|
(in millions)
|
| |
1st Half
|
| |
2nd Half
|
| |
1st Half
|
| |
2nd Half
|
| ||||||||||||||||
| Threshold | | | | $ | 2,225 | | | | | | $ | 2,250 | | | | | | $ | 768 | | | | | | $ | 700 | | | |
| Target | | | | $ | 2,475 | | | | | | $ | 2,500 | | | | | | $ | 888 | | | | | | $ | 820 | | | |
| Maximum | | | | $ | 2,575 | | | | | | $ | 2,750 | | | | | | $ | 938 | | | | | | $ | 940 | | | |
| Achieved | | | | $ | 2,482 | | | | | | $ | 2,290 | | | | | | $ | 877 | | | | | | $ | 725 | | | |
|
Name
|
| |
Value of FY23
Stock-Based Award(1) |
| |
Number of Shares Subject
to PSAs, at Target(2) |
| |
Number of Shares
Subject to RSUs(2) |
| ||||||||||||
| Liam K. Griffin | | | | $ | 13,000,000 | | | | | | | 87,976 | | | | | | | 58,651 | | | |
| Kris Sennesael | | | | $ | 3,700,000 | | | | | | | 25,039 | | | | | | | 16,692 | | | |
| Reza Kasnavi | | | | $ | 3,910,000 | | | | | | | 26,460 | | | | | | | 17,640 | | | |
| Carlos S. Bori | | | | $ | 3,910,000 | | | | | | | 26,460 | | | | | | | 17,640 | | | |
| Robert J. Terry | | | | $ | 3,220,000 | | | | | | | 21,791 | | | | | | | 14,527 | | | |
|
40
|
| |
|
| |
Proxy Statement
|
|
| | | |
Percentage of
Aggregate Target Level Shares |
| |
Performance
Period |
| |
Vesting
|
| ||||
| Target Level Shares with Respect to Emerging Revenue Growth Metric(1) | | | | | 25% | | | | |
Fiscal Year 2023
|
| |
100% at the End of Year Two
|
|
| Target Level Shares with Respect to EBITDA Margin Percentile Ranking Metric(2) | | | | | 25% | | | | |
Fiscal Years 2023-2024
|
| |
100% at the End of Year Two
|
|
| Target Level Shares with Respect to TSR Percentile Ranking Metric(3) | | | | | 50% | | | | |
Fiscal Years 2023-2025
|
| |
100% at the End of Year Three
|
|
|
Proxy Statement
|
| |
|
| |
41
|
|
|
Company Metric
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| ||||||||||||
| 1-year Emerging Revenue Growth (%) | | | | | 2.5% | | | | | | | 5.0% | | | | | | | 7.5% | | | |
| 2-year EBITDA Margin Percentile Ranking | | | | | 25th | | | | | | | 55th | | | | | | | 75th | | | |
| 3-year TSR Percentile Ranking | | | | | 25th | | | | | | | 55th | | | | | | | 90th | | | |
|
42
|
| |
|
| |
Proxy Statement
|
|
| | | |
Performance Achieved
|
| ||||||||||||||||||
| | | |
Threshold
|
| |
Target
|
| |
Maximum
|
| ||||||||||||
| % of Target Level Shares Earned with Respect to Emerging Revenue Growth Metric | | | | | 50% | | | | | | | 100% | | | | | | | 200% | | | |
| % of Target Level Shares Earned with Respect to EBITDA Margin Percentile Ranking Metric | | | | | 50% | | | | | | | 100% | | | | | | | 200% | | | |
| % of Target Level Shares Earned with Respect to TSR Percentile Ranking Metric | | | | | 50% | | | | | | | 100% | | | | | | | 300% | | | |
| | | |
Anniversary of Grant Date(1)
|
| |||||||||||
| | | |
Two Year
|
| |
Three Year
|
| ||||||||
| % of Shares Earned with Respect to Emerging Revenue Growth Metric | | | | | 100% | | | | | | | | | | |
| % of Shares Earned with Respect to EBITDA Margin Percentile Ranking Metric | | | | | 100% | | | | | | | | | | |
| % of Shares Earned with Respect to TSR Percentile Ranking Metric | | | | | | | | | | | | 100% | | | |
|
Proxy Statement
|
| |
|
| |
43
|
|
|
PSA Fiscal Year
|
| |
Grant Date
|
| |
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
|
| |
0%
|
|
| | | | | | |
Emerging Revenue Growth
|
| |
FY21
|
| |
200%
|
|
|
FY21
|
| |
11/11/2020
|
| |
Design Wins
|
| |
FY21
|
| |
200%
|
|
| | | | | | |
3-year TSR Percentile Ranking
|
| |
FY21 — FY23
|
| |
0%
|
|
| | | | | | |
Emerging Revenue Growth
|
| |
FY22
|
| |
200%
|
|
|
FY22
|
| |
11/10/2021
|
| |
EBITDA Margin Percentile Ranking
|
| |
FY22 — FY23
|
| |
133%
|
|
| | | | | | |
3-year TSR Percentile Ranking
|
| |
FY22 — FY24
|
| |
Perf. Period in Progress(1)
|
|
| | | | | | |
Emerging Revenue Growth
|
| |
FY23
|
| |
200%
|
|
|
FY23
|
| |
11/8/2022
|
| |
EBITDA Margin Percentile Ranking
|
| |
FY23 — FY24
|
| |
Perf. Period in Progress(2)
|
|
| | | | | | |
3-year TSR Percentile Ranking
|
| |
FY23 — FY25
|
| |
Perf. Period in Progress(3)
|
|
|
44
|
| |
|
| |
Proxy Statement
|
|
| | | |
Multiple of Annual
Base Salary(1) |
| |
Shares
|
| ||||||||
| Chief Executive Officer | | | | | 6 | | | | | | | 96,900 | | | |
| Chief Financial Officer | | | | | 2.5 | | | | | | | 21,000 | | | |
| Senior Vice President, Technology and Manufacturing | | | | | 2.5 | | | | | | | 19,900 | | | |
| Senior Vice President, Sales and Marketing | | | | | 2.5 | | | | | | | 18,600 | | | |
| Senior Vice President and General Counsel | | | | | 2.5 | | | | | | | 18,600 | | | |
|
Proxy Statement
|
| |
|
| |
45
|
|
|
46
|
| |
|
| |
Proxy Statement
|
|
|
Name and Principal Position
|
| |
Year
|
| |
Salary ($)
|
| |
Stock
Awards ($)(1) |
| |
Non-Equity
Incentive Plan Compensation ($)(2) |
| |
All Other
Compensation ($)(3) |
| |
Total
($) |
|
| Liam K. Griffin | | |
2023
|
| |
1,170,502
|
| |
14,554,926
|
| |
1,509,604
|
| |
26,404
|
| |
17,261,436
|
|
|
Chairman, Chief Executive Officer and President
|
| |
2022
|
| |
1,124,289
|
| |
13,087,793
|
| |
2,423,906
|
| |
31,174
|
| |
16,667,162
|
|
|
2021
|
| |
1,070,223
|
| |
11,612,745
|
| |
3,440,000
|
| |
27,453
|
| |
16,150,421
|
| |||
| Kris Sennesael | | |
2023
|
| |
604,200
|
| |
4,142,435
|
| |
486,606
|
| |
20,921
|
| |
5,254,162
|
|
|
Senior Vice President and Chief Financial Officer
|
| |
2022
|
| |
585,092
|
| |
4,131,556
|
| |
788,306
|
| |
17,384
|
| |
5,522,338
|
|
|
2021
|
| |
556,885
|
| |
3,589,223
|
| |
1,120,000
|
| |
15,203
|
| |
5,281,311
|
| |||
| Reza Kasnavic(4) | | |
2023
|
| |
574,100
|
| |
4,377,587
|
| |
370,013
|
| |
35,936
|
| |
5,357,636
|
|
|
Senior Vice President, Technology and Manufacturing
|
| |
2022
|
| |
553,677
|
| |
4,013,570
|
| |
597,396
|
| |
33,910
|
| |
5,198,553
|
|
| Carlos S. Bori | | |
2023
|
| |
538,900
|
| |
4,377,587
|
| |
347,530
|
| |
26,162
|
| |
5,290,179
|
|
|
Senior Vice President, Sales and Marketing
|
| |
2022
|
| |
515,327
|
| |
4,013,570
|
| |
557,713
|
| |
15,324
|
| |
5,101,934
|
|
|
2021
|
| |
473,131
|
| |
3,061,420
|
| |
760,000
|
| |
17,154
|
| |
4,311,705
|
| |||
| Robert J. Terry | | |
2023
|
| |
538,200
|
| |
3,605,110
|
| |
346,887
|
| |
27,150
|
| |
4,517,347
|
|
|
Senior Vice President, General Counsel and Secretary
|
| |
2022
|
| |
518,885
|
| |
3,305,147
|
| |
559,858
|
| |
22,731
|
| |
4,406,621
|
|
|
2021
|
| |
490,027
|
| |
2,850,298
|
| |
787,200
|
| |
16,045
|
| |
4,143,570
|
|
|
Proxy Statement
|
| |
|
| |
47
|
|
| | | | | | | | | | |
Estimated Future Payouts Under Non-
Equity Incentive Plan Awards(1) |
| |
Estimated Future Payouts Under Equity
Incentive Plan Awards(2) |
| |
All Other
Stock Awards: Number of Shares of Stock Or Units (#)(3) |
| |
Grant Date
Fair Value of Stock and Option Awards ($) |
| ||||||||||||||||||||||||||||||||||||||||||||
|
Name
|
| |
Grant Date
|
| |
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| ||||||||||||||||||||||||||||||||||||||||||
| Liam K. Griffin | | | | | | | | | | | | 940,000 | | | | | | | 1,880,000 | | | | | | | 3,760,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 11/08/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 43,988 | | | | | | | 87,976 | | | | | | | 219,940 | | | | | | | | | | | | | | 9,354,928 | (4) | | |
| | | | | | 11/08/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 58,651 | | | | | | | 5,199,998 | (5) | | |
| Kris Sennesael | | | | | | | | | | | | 303,000 | | | | | | | 606,000 | | | | | | | 1,212,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 11/08/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,519 | | | | | | | 25,039 | | | | | | | 62,597 | | | | | | | | | | | | | | 2,662,552 | (4) | | |
| | | | | | 11/08/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 16,692 | | | | | | | 1,479,913 | (5) | | |
| Reza Kasnavi | | | | | | | | | | | | 230,400 | | | | | | | 460,800 | | | | | | | 921,600 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 11/08/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,230 | | | | | | | 26,460 | | | | | | | 66,150 | | | | | | | | | | | | | | 2,813,624 | (4) | | |
| | | | | | 11/08/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,640 | | | | | | | 1,563,962 | (5) | | |
| Carlos S. Bori | | | | | | | | | | | | 216,400 | | | | | | | 432,800 | | | | | | | 865,600 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 11/08/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,230 | | | | | | | 26,460 | | | | | | | 66,150 | | | | | | | | | | | | | | 2,813,624 | (4) | | |
| | | | | | 11/08/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,640 | | | | | | | 1,563,962 | (5) | | |
| Robert J. Terry | | | | | | | | | | | | 216,000 | | | | | | | 432,000 | | | | | | | 864,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 11/08/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,895 | | | | | | | 21,791 | | | | | | | 54,477 | | | | | | | | | | | | | | 2,317,146 | (4) | | |
| | | | | | 11/08/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 14,527 | | | | | | | 1,287,964 | (5) | | |
|
48
|
| |
|
| |
Proxy Statement
|
|
| | | |
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 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,129 | (2) | | | | | | 998,618 | | | | | | | 11,468 | (8) | | | | | | 1,130,630 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 15,291 | (3) | | | | | | 1,507,540 | | | | | | | 11,930 | (9) | | | | | | 1,176,179 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 23,859 | (4) | | | | | | 2,352,259 | | | | | | | 87,976 | (10) | | | | | | 8,673,553 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 58,651 | (5) | | | | | | 5,782,402 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 39,726 | (6) | | | | | | 3,916,586 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 43,988 | (7) | | | | | | 4,336,777 | | | | | | | | | | | | | | | | | |
| Kris Sennesael | | | | | 12,770 | | | | | | | — | | | | | | | 77.66 | | | | | | | 11/9/2023 | | | | | | | 3,241 | (2) | | | | | | 319,530 | | | | | | | 3,544 | (8) | | | | | | 349,403 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,726 | (3) | | | | | | 465,936 | | | | | | | 3,766 | (9) | | | | | | 371,290 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,532 | (4) | | | | | | 742,580 | | | | | | | 25,039 | (10) | | | | | | 2,468,595 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 16,692 | (5) | | | | | | 1,645,664 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,540 | (6) | | | | | | 1,236,319 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,520 | (7) | | | | | | 1,234,347 | | | | | | | | | | | | | | | | | |
| Reza Kasnavi | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,735 | (2) | | | | | | 269,644 | | | | | | | 3,440 | (8) | | | | | | 339,150 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,586 | (3) | | | | | | 452,134 | | | | | | | 3,658 | (9) | | | | | | 360,642 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,317 | (4) | | | | | | 721,383 | | | | | | | 26,460 | (10) | | | | | | 2,608,691 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,640 | (5) | | | | | | 1,739,128 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,183 | (6) | | | | | | 1,201,122 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,230 | (7) | | | | | | 1,304,346 | | | | | | | | | | | | | | | | | |
| Carlos S. Bori | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,735 | (2) | | | | | | 269,644 | | | | | | | 3,023 | (8) | | | | | | 298,038 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,030 | (3) | | | | | | 397,318 | | | | | | | 3,658 | (9) | | | | | | 360,642 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,317 | (4) | | | | | | 721,383 | | | | | | | 26,640 | (10) | | | | | | 2,608,691 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,640 | (5) | | | | | | 1,739,128 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,183 | (6) | | | | | | 1,201,122 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,230 | (7) | | | | | | 1,304,346 | | | | | | | | | | | | | | | | | |
| Robert J. Terry | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,633 | (2) | | | | | | 259,587 | | | | | | | 2,815 | (8) | | | | | | 277,531 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,752 | (3) | | | | | | 369,910 | | | | | | | 3,012 | (9) | | | | | | 296,953 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,025 | (4) | | | | | | 594,005 | | | | | | | 21,791 | (10) | | | | | | 2,148,375 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 14,527 | (5) | | | | | | 1,432,217 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,033 | (6) | | | | | | 989,153 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,896 | (7) | | | | | | 1,074,237 | | | | | | | | | | | | | | | | | |
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Option Awards
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Stock Awards
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Name
|
| |
Number of
Shares Acquired on Exercise (#) |
| |
Value
Realized on Exercise ($)(1) |
| |
Number of
Shares Acquired on Vesting (#) |
| |
Value
Realized on Vesting ($)(2) |
| ||||||||||||||||
| Liam K. Griffin | | | | | 13,211 | | | | | | | 348,977 | | | | | | | 60,765 | | | | | | | 5,649,836 | | | |
| Kris Sennesael | | | | | 40,000 | | | | | | | 1,242,374 | | | | | | | 18,591 | | | | | | | 1,729,714 | | | |
| Reza Kasnavi | | | | | — | | | | | | | — | | | | | | | 16,768 | | | | | | | 1,566,232 | | | |
| Carlos S. Bori | | | | | — | | | | | | | — | | | | | | | 16,503 | | | | | | | 1,533,838 | | | |
| Robert J. Terry | | | | | — | | | | | | | — | | | | | | | 14,204 | | | | | | | 1,324,298 | | | |
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Name
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Benefit
|
| |
Termination w/o Cause
Outside Change in Control ($)(1) |
| |
Termination w/o Cause
or for Good Reason, After Change in Control ($) |
| |
Death/Disability
($) |
| ||||||||||||
| Liam K. Griffin(2) | | | Salary and Short-Term Incentive | | | | | 7,307,804 | (3) | | | | | | 9,134,755 | (4) | | | | | | — | | | |
| | | | Accelerated RSUs | | | | | 10,640,818 | | | | | | | 10,640,818 | | | | | | | 10,640,818 | | | |
| | | | Accelerated PSAs(5) | | | | | 21,367,114 | | | | | | | 21,367,114 | | | | | | | 21,367,114 | | | |
| | | | Medical | | | | | 35,842 | | | | | | | 43,010 | | | | | | | — | | | |
| | | | TOTAL | | | | | 39,351,578 | | | | | | | 41,185,697 | | | | | | | 32,007,932 | | | |
| Kris Sennesael(2) | | | Salary and Short-Term Incentive | | | | | 606,000 | (6) | | | | | | 2,113,153 | (7) | | | | | | — | | | |
| | | | Accelerated RSUs | | | | | — | | | | | | | 3,173,711 | | | | | | | 3,173,711 | | | |
| | | | Accelerated PSAs(5) | | | | | — | | | | | | | 6,331,351 | | | | | | | 6,331,351 | | | |
| | | | Medical | | | | | 28,673 | | | | | | | 43,010 | | | | | | | — | | | |
| | | | TOTAL | | | | | 634,673 | | | | | | | 11,661,225 | | | | | | | 9,505,062 | | | |
| Reza Kasnavi(2) | | | Salary and Short-Term Incentive | | | | | 576,000 | (6) | | | | | | 1,752,698 | (7) | | | | | | — | | | |
| | | | Accelerated RSUs | | | | | — | | | | | | | 3,182,288 | | | | | | | 3,182,288 | | | |
| | | | Accelerated PSAs(5) | | | | | — | | | | | | | 6,461,687 | | | | | | | 6,461,687 | | | |
| | | | Medical | | | | | 8,956 | | | | | | | 13,434 | | | | | | | — | | | |
| | | | TOTAL | | | | | 584,956 | | | | | | | 11,410,107 | | | | | | | 9,643,975 | | | |
| Carlos S. Bori(2) | | | Salary and Short-Term Incentive | | | | | 541,000 | (6) | | | | | | 1,645,956 | (7) | | | | | | — | | | |
| | | | Accelerated RSUs | | | | | — | | | | | | | 3,127,472 | | | | | | | 3,127,472 | | | |
| | | | Accelerated PSAs(5) | | | | | — | | | | | | | 6,379,463 | | | | | | | 6,379,463 | | | |
| | | | Medical | | | | | 28,673 | | | | | | | 43,010 | | | | | | | — | | | |
| | | | TOTAL | | | | | 569,673 | | | | | | | 11,195,901 | | | | | | | 9,506,935 | | | |
| Robert J. Terry(2) | | | Salary and Short-Term Incentive | | | | | 540,000 | (6) | | | | | | 1,665,129 | (7) | | | | | | — | | | |
| | | | Accelerated RSUs | | | | | — | | | | | | | 2,655,719 | | | | | | | 2,655,719 | | | |
| | | | Accelerated PSAs(5) | | | | | — | | | | | | | 5,317,846 | | | | | | | 5,317,846 | | | |
| | | | Medical | | | | | 28,673 | | | | | | | 43,010 | | | | | | | — | | | |
| | | | TOTAL | | | | | 568,673 | | | | | | | 9,681,704 | | | | | | | 7,973,565 | | | |
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| Year (a) | | | Summary Compensation Table Total for PEO(1) (b) | | | Compensation Actually Paid to PEO(2) (c) | | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(1) (d) | | | Average Compensation Actually Paid to Non-PEO Named Executive Officers(2) (e) | | | Value of Initial Fixed $100 Investment Based on: | | | Net Income (h) | | | ($ in millions) (i) | | |||||||||||||||||||||||||||||||||||
| Total Shareholder Return (f) | | | Peer Group Total Shareholder Return(3) (g) | | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | ||||||||
| 2022 | | | | $ | | | | | | $ | ( | | | | | | $ | | | | | | $ | ( | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | ||||||
| 2021 | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | |
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| | | | 2023 | | | 2022 | | | 2021 | | |||||||||||||||||||||||||||||||||
| Adjustments | | | PEO | | | Other NEOs* | | | PEO | | | Other NEOs* | | | PEO | | | Other NEOs* | | ||||||||||||||||||||||||
| SCT Amounts | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | ||||||
| Adjustments for stock and option awards | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (Subtract): Aggregate value for stock awards and option awards included in SCT Amounts for the covered fiscal year | | | | $ | ( | | | | | | $ | ( | | | | | | $ | ( | | | | | | $ | ( | | | | | | $ | ( | | | | | | $ | ( | | | |
| Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | ||||||
| Add (Subtract): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end | | | | $ | | | | | | $ | | | | | | $ | ( | | | | | | $ | ( | | | | | | $ | ( | | | | | | $ | ( | | | | ||
| Add: Vesting date fair value of awards granted and vested during the covered fiscal year | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | ||||||
| Add: Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | ||||||
| (Subtract): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | ||||||
| Add: Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to vesting if not otherwise included in the SCT Amounts for the covered fiscal year | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | ||||||
| CAP Amounts (as calculated) | | | | $ | | | | | | $ | | | | | | | ( | | | | | | | ( | | | | | | | | | | | | | | | |
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Name
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| |
Fees Earned or
Paid in Cash ($) |
| |
Stock
Awards ($)(1)(2) |
| |
Total
($) |
| ||||||||||||
| Christine King, Lead Independent Director | | | | | 165,000 | | | | | | | 225,006 | | | | | | | 390,006 | | | |
| Alan S. Batey | | | | | 90,000 | | | | | | | 225,006 | | | | | | | 315,006 | | | |
| Kevin L. Beebe | | | | | 95,000 | | | | | | | 225,006 | | | | | | | 320,006 | | | |
| Eric J. Guerin | | | | | 90,426 | | | | | | | 225,006 | | | | | | | 315,432 | | | |
| Suzanne E. McBride | | | | | 87,500 | | | | | | | 225,006 | | | | | | | 312,506 | | | |
| David P. McGlade | | | | | 117,500 | | | | | | | 225,006 | | | | | | | 342,506 | | | |
| Robert A. Schriesheim | | | | | 105,000 | | | | | | | 225,006 | | | | | | | 330,006 | | | |
| Maryann Turcke | | | | | 54,481 | | | | | | | 225,006 | | | | | | | 279,487 | | | |
|
Name
|
| |
Number of
Securities Underlying Unexercised Options |
| |
Number of Shares
Subject to Unvested RSUs |
| ||||||||
| Christine King, Lead Independent Director | | | | | — | | | | | | | 2,078 | | | |
| Alan S. Batey | | | | | — | | | | | | | 2.078 | | | |
| Kevin L. Beebe | | | | | — | | | | | | | 2,078 | | | |
| Eric J. Guerin | | | | | — | | | | | | | 2,971 | | | |
| Suzanne E. McBride | | | | | — | | | | | | | 2,976 | | | |
| David P. McGlade | | | | | — | | | | | | | 2,078 | | | |
| Robert A. Schriesheim | | | | | — | | | | | | | 2,078 | | | |
| Maryann Turcke | | | | | — | | | | | | | 4,155 | | | |
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64
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INTRODUCTION TO PROPOSALS 4 – 7:
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66
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PROPOSAL 4:
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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
“FOR” THIS PROPOSAL 4 |
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PROPOSAL 5:
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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
“FOR” THIS PROPOSAL 5 |
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PROPOSAL 6:
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| |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
“FOR” THIS PROPOSAL 6 |
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Proxy Statement
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69
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PROPOSAL 7:
|
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|
| |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
“FOR” THIS PROPOSAL 7 |
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PROPOSAL 8:
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72
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FY2023
|
| |
FY2022
|
| |
FY2021
|
| |
3-year
Average |
| ||||||||||||||||
| Burn Rate(1) | | | | | 1.5% | | | | | | | 0.9% | | | | | | | 0.9% | | | | | | | 1.1% | | | |
|
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76
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78
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79
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Name
|
| |
Number of
Shares Subject to Stock Options (#) |
| |
Number
of Shares of Restricted Stock (#) |
| |
Number of
Shares Subject to RSUs (#) |
| |
Number of
Shares Subject to PSAs (#)(1) |
| ||||||||||||||||
| Liam K. Griffin, Chairman, Chief Executive Officer and President |
| | | | 168,845 | | | | | | | 5,460 | | | | | | | 371,384 | | | | | | | 616,197 | | | |
| Kris Sennesael, Senior Vice President and Chief Financial Officer | | | | | 52,770 | | | | | | | — | | | | | | | 144,843 | | | | | | | 146,915 | | | |
| Carlos S. Bori, Senior Vice President, Sales and Marketing | | | | | 17,521 | | | | | | | 1,201 | | | | | | | 112,097 | | | | | | | 144,208 | | | |
| Robert J. Terry, Senior Vice President, General Counsel and Secretary | | | | | 14,942 | | | | | | | 1,000 | | | | | | | 91,261 | | | | | | | 117,979 | | | |
| Reza Kasnavi, Senior Vice President, Technology and Manufacturing | | | | | 12,677 | | | | | | | 995 | | | | | | | 106,697 | | | | | | | 133,070 | | | |
| All current executive officers as a group | | | | | 266,755 | | | | | | | 8,656 | | | | | | | 826,282 | | | | | | | 1,158,369 | | | |
| All employees (excluding current executive officers) as a group | | | | | 871,055 | | | | | | | 127,258 | | | | | | | 7,379,813 | | | | | | | 3,215,121 | | | |
|
Plan Category
|
| |
Number of Securities to be
Issued Upon Exercise of Outstanding Options, Warrants, and Rights (#)(a) |
| |
Weighted Average
Exercise Price of Outstanding Options, Warrants, and Rights ($)(b) |
| |
Number of Securities
Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (#)(c) |
| ||||||||||||
| Equity compensation plans approved by security holders | | | | | 27,123(1) | | | | | | | 71.50 | | | | | | | 10,296,058(2) | | | |
| Equity compensation plans not approved by security holders | | | | | — | | | | | | | — | | | | | | | 173,128(3) | | | |
|
TOTAL
|
| | | | 27,123 | | | | | | | 71.50 | | | | | |
|
10,469,186
|
| | |
|
84
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Proxy Statement
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| |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THIS PROPOSAL 8
|
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|
Proxy Statement
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85
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PROPOSAL 9:
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86
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Proxy Statement
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Proxy Statement
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87
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88
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Proxy Statement
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Proxy Statement
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89
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90
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Proxy Statement
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Name
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Number of Shares Subject to
Stock Options (#) |
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| Liam K. Griffin, Chairman, Chief Executive Officer and President | | | | | 13,038 | | | |
| Kris Sennesael, Senior Vice President and Chief Financial Officer | | | | | 1,829 | | | |
| Carlos S. Bori, Senior Vice President, Sales and Marketing | | | | | 3,903 | | | |
| Robert J. Terry, Senior Vice President, General Counsel and Secretary | | | | | 20,719 | | | |
| Reza Kasnavi, Senior Vice President, Technology and Manufacturing | | | | | 6,475 | | | |
| All current executive officers as a group | | | | | 45,964 | | | |
| All employees (excluding current executive officers) as a group | | | | | 9,127,062 | | | |
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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
“FOR” THIS PROPOSAL 9 |
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Proxy Statement
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91
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PROPOSAL 10:
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92
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Proxy Statement
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Proxy Statement
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93
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94
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Proxy Statement
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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “AGAINST” THIS STOCKHOLDER PROPOSAL 10
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Proxy Statement
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95
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PROPOSAL 11:
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96
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Proxy Statement
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Proxy Statement
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97
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98
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Proxy Statement
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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “AGAINST” THIS STOCKHOLDER PROPOSAL 11
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Proxy Statement
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99
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Names and Addresses of Beneficial Owners(1)
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Number of Shares
Beneficially Owned(2) |
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Percent of Class
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| The Vanguard Group, Inc. | | | | | 18,656,173(3) | | | | | | | 11.63% | | | |
| BlackRock, Inc. | | | | | 14,750,420(4) | | | | | | | 9.19% | | | |
| Alan S. Batey | | | | | 7,645 | | | | | | | (*) | | | |
| Kevin L. Beebe | | | | | 51,855 | | | | | | | (*) | | | |
| Carlos S. Bori | | | | | 48,185(5) | | | | | | | (*) | | | |
| Liam K. Griffin | | | | | 142,294(5) | | | | | | | (*) | | | |
| Eric J. Guerin | | | | | 2,794 | | | | | | | (*) | | | |
| Reza Kasnavi | | | | | 20,330(5) | | | | | | | (*) | | | |
| Christine King | | | | | 20,979 | | | | | | | (*) | | | |
| Suzanne E. McBride | | | | | 2,799 | | | | | | | (*) | | | |
| David P. McGlade | | | | | 42,916 | | | | | | | (*) | | | |
| Robert A. Schriesheim | | | | | 84,236 | | | | | | | (*) | | | |
| Kris Sennesael | | | | | 100,584 | | | | | | | (*) | | | |
| Robert J. Terry | | | | | 17,134(5) | | | | | | | (*) | | | |
| Maryann Turcke | | | | | 693 | | | | | | | (*) | | | |
| All current directors and executive officers as a group (14 persons) | | | | | 559,971(5) | | | | | | | (*) | | | |
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100
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Proxy Statement
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Proxy Statement
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101
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102
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Proxy Statement
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Proxy Statement
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103
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104
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Proxy Statement
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Proxy Statement
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105
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106
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Proxy Statement
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Proxy Statement
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107
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108
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Proxy Statement
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| | Our Board encourages stockholders to attend the Annual Meeting online. Whether or not you plan to attend, you are urged to submit a proxy promptly in one of the following ways: | | |
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•
by completing and submitting your proxy via the Internet by visiting the website address listed on the proxy card;
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•
by completing and submitting your proxy using the toll-free telephone number listed on the proxy card; or
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•
by completing, signing, and dating the proxy card and returning it in the postage-prepaid envelope provided for that purpose.
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| | A prompt response will greatly facilitate arrangements for the meeting and your cooperation will be appreciated. | | |
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Proxy Statement
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109
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Appendix A:
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Twelve Months Ended
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(in millions)
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Sep. 29, 2023
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Sep. 30, 2022
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| GAAP operating income | | | | $ | 1,125 | | | | | | $ | 1,527 | | | |
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Share-based compensation expense(a)
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| | | | 185 | | | | | | | 195 | | | |
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Acquisition-related expenses
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| | | | 11 | | | | | | | 22 | | | |
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Amortization of acquisition-related intangibles
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| | | | 202 | | | | | | | 269 | | | |
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Settlements, gains, losses, and impairments
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| | | | 65 | | | | | | | 22 | | | |
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Restructuring and other charges
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| | | | 14 | | | | | | | 10 | | | |
| Non-GAAP operating income | | | | $ | 1,602 | | | | | | $ | 2,045 | | | |
| GAAP operating margin % | | | | | 23.6% | | | | | | | 27.8% | | | |
| Non-GAAP operating margin % | | | | | 33.6% | | | | | | | 37.3% | | | |
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Twelve Months Ended
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(in millions)
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Sep. 29, 2023
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Sep. 28, 2018
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Sep. 27, 2013
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| GAAP net income per share, diluted | | | | $ | 6.13 | | | | | | $ | 5.01 | | | | | | $ | 1.45 | | | |
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Share-based compensation expense(a)
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| | | | 1.15 | | | | | | | 0.59 | | | | | | | 0.37 | | | |
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Acquisition-related expenses (benefit)
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| | | | 0.07 | | | | | | | (.01) | | | | | | | 0.01 | | | |
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Amortization of acquisition-related intangibles
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| | | | 1.26 | | | | | | | 0.11 | | | | | | | 0.15 | | | |
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Settlements, gains, losses, and impairments
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| | | | 0.42 | | | | | | | 0.01 | | | | | | | 0.01 | | | |
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Restructuring and other charges
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| | | | 0.08 | | | | | | | 0.02 | | | | | | | 0.03 | | | |
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Deferred executive compensation benefit
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| | | | — | | | | | | | (0.01) | | | | | | | — | | | |
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Tax adjustments
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| | | | (0.59) | | | | | | | 1.50 | | | | | | | 0.18 | | | |
| Non-GAAP net income per share, diluted | | | | $ | 8.52 | | | | | | $ | 7.22 | | | | | | $ | 2.20 | | | |
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Twelve Months Ended
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(in millions)
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Sep. 29, 2023
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Sep. 30, 2022
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Sep. 28, 2018
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Sep. 27, 2013
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| Cost of goods sold | | | | $ | 21 | | | | | | $ | 27 | | | | | | $ | 14 | | | | | | $ | 10 | | | |
| Research and development | | | | | 95 | | | | | | | 94 | | | | | | | 43 | | | | | | | 28 | | | |
| Selling, general, and administrative | | | | | 69 | | | | | | | 74 | | | | | | | 51 | | | | | | | 34 | | | |
| Total share-based compensation | | | | $ | 185 | | | | | | $ | 195 | | | | | | $ | 108 | | | | | | $ | 72 | | | |
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Twelve Months Ended
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(in millions)
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Sep. 29, 2023
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Sep. 30, 2022
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Sep. 28, 2018
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Sep. 27, 2013
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| GAAP net cash provided by operating activities | | | | $ | 1,856 | | | | | | $ | 1,425 | | | | | | $ | 1,261 | | | | | | $ | 500 | | | |
| Capital expenditures | | | | | (210) | | | | | | | (489) | | | | | | | (422) | | | | | | | (124) | | | |
| Non-GAAP free cash flow | | | | $ | 1,646 | | | | | | $ | 936 | | | | | | $ | 839 | | | | | | $ | 376 | | | |
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110
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Appendix A
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Appendix A
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111
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112
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Appendix A
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Appendix B:
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Appendix B
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113
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114
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Appendix B
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Appendix B
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115
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116
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Appendix B
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Appendix B
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117
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118
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Appendix B
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Appendix B
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119
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Annex C:
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120
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Annex C
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Annex C
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121
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122
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Annex C
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Annex C
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123
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124
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Annex C
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Annex C
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125
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126
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Annex C
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Annex C
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127
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128
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Annex C
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Annex C
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129
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130
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Annex C
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Annex C
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131
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132
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Annex C
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Annex C
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133
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134
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Annex C
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Annex C
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135
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136
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Annex C
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Annex C
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137
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138
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Annex C
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Annex C
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139
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140
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Annex C
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Annex C
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141
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142
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Annex C
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Annex D-1:
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Annex D-1
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143
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| Commencement Dates | | | Offering Termination Dates | | | | |
| Each August 1 | | | Each January 31 | | | ||
| Each February 1 | | | Each July 31 | | |
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144
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Annex D-1
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Annex D-1
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145
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146
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Annex D-1
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Annex D-1
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147
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148
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Annex D-1
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Annex D-1
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149
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150
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Annex D-1
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Annex D-1
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151
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Annex D-2:
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Annex D-2
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152
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