ON SEMICONDUCTOR CORP
For the period ended May 14, 2026. Filed Apr 2, 2026.
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 14, 2026 · Filed Apr 2, 2026
Use the contents to explore the available documents and sections.
Contents
Proxy Voting Roadmap
Proxy Statement Summary
Proxy Voting Roadmap
| PROPOSAL NO. 1: | Our Board recommendsa vote FOR each of ourseven 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 |
| Susan K. CarterFormer Senior Vice President and Chief Financial Officer, Ingersoll Rand plc (now known as Trane Technologies plc) | 67 | 2020 | ü | µ | l | |
| Thomas L. DeitrichPresident, Chief Executive Officer and Director, Itron, Inc. | 59 | 2020 | ü | l | l | |
| Hassane El-KhouryPresident, Chief Executive Officer and Director, ON Semiconductor Corporation | 46 | 2020 | ||||
| Bruce E. KiddooFormer Chief Financial Officer, Maxim Integrated Products, Inc. | 65 | 2020 | ü | l | ||
| Paul A. MascarenasFormer Chief Technical Officer and Vice President of Research & Advanced Engineering, Ford Motor Company | 64 | 2014 | ü | µ | l | |
| Gregory L. WatersFormer President, Chief Executive Officer and Director, Integrated Device Technology, Inc. | 65 | 2020 | ü | l | l | |
| Christine Y. YanFormer President of Asia,Stanley Black & Decker, Inc. | 60 | 2018 | ü | µ | ||
l Member µ Committee Chair
- Our Chair of the Board, Alan Campbell, who is retiring immediately prior to the annual meeting, currently serves as a member of our Audit Committee and our Governance and Sustainability Committee. For committee membership and leadership assignments approved to take effect immediately following the annual meeting, please see page 14.
2 onsemi 2026 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 2026. | |
|---|---|---|
| Ratification of Selection of Independent Registered Public Accounting Firm | ü | |
| (page 52) | ||
The Audit Committee appointed PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for 2026. 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.
| PROPOSAL NO. 4: | Our Board makesNO RECOMMENDATION regarding the stockholder proposal. |
|---|---|
| Stockholder Proposal | |
| (page 58) | |
We received a stockholder proposal requesting that the Board take steps to provide for simple majority voting on all matters submitted to stockholders for a vote. The Board has determined not to make a voting recommendation with respect to this stockholder proposal.
onsemi 2026 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.