ON SEMICONDUCTOR CORP
For the period ended May 15, 2025. Filed Apr 3, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 15, 2025 · Filed Apr 3, 2025
Use the contents to explore the available documents and sections.
Contents
Proxy Voting Roadmap
| PROPOSAL NO. 1: | Our Board recommendsa vote FOR each of oureight director nominees. | |
|---|---|---|
| Election of Directors | ü | |
| (page 4) | ||
Director Nominees Overview
| Committee Memberships | ||||||
|---|---|---|---|---|---|---|
| Name and Principal Occupation | Age | Director Since | Independent | Audit Committee | Governance and Sustainability Committee | Human Capital and Compensation Committee |
| Alan CampbellChairman of the BoardFormer Chief Financial Officer of Freescale Semiconductor, Inc. | 67 | 2015 | ü | l | l | |
| Susan K. CarterFormer Senior Vice President and Chief Financial Officer of Ingersoll Rand plc (now Trane Technologies plc) | 66 | 2020 | ü | µ | l | |
| Thomas L. DeitrichPresident and Chief Executive Officer of Itron, Inc. | 58 | 2020 | ü | l | l | |
| Hassane El-KhouryPresident and Chief Executive Officer | 45 | 2020 | ||||
| Bruce E. KiddooFormer Chief Financial Officer of Maxim Integrated Products, Inc. | 64 | 2020 | ü | l | ||
| Paul A. MascarenasFormer Chief Technical Officer of Ford Motor Company | 63 | 2014 | ü | µ | l | |
| Gregory L. WatersFormer President and Chief Executive Officer of Integrated Device Technology, Inc. | 64 | 2020 | ü | l | ||
| Christine Y. YanFormer President of Asia, Stanley Black & Decker, Inc. | 59 | 2018 | ü | µ | ||
l Member µ Committee Chair
2 onsemi 2025 Proxy Statement
Proxy Statement Summary
| PROPOSAL NO. 2: | Our Board recommendsa vote FOR say-on-pay. | |
|---|---|---|
| Advisory Vote to Approve the Compensation of Our Named Executive Officers (Say-on-Pay) | ü | |
| (page 24) | ||
Our Board recommends that stockholders vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement.
| PROPOSAL NO. 3: | Our Board recommendsa vote FOR ratification of PwC as our auditor for 2025. | |
|---|---|---|
| Ratification of Selection of Independent Registered Public Accounting Firm | ü | |
| (page 51) | ||
The Audit Committee appointed PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for 2025. The Audit Committee and the Board believe that the continued retention of PwC as our independent registered public accounting firm is in the best interests ofonsemi and our stockholders.
onsemi 2025 Proxy Statement 3
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.