NXP Semiconductors NV
For the period ended Apr 29, 2025. Filed Apr 29, 2025.
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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.
Apr 29, 2025 · Filed Apr 29, 2025
Contents
Key Components of Our Executive Compensation Program
| Pay Component | Approach and Structure | Connection to Our Compensation Philosophy and 2024 Key Points |
|---|---|---|
| Base Salary(see page 47) | •Provides a competitive fixed cash compensation component•Based on an individual’s role, experience, capability and contributions•Reviewed annually against competitive benchmarks | •Attracts, retains, motivates, and enables us to develop highly qualified executive leaders•Key Point: 2024 salary increases were made to align with market levels |
| Annual Incentive Plan (“AIP”)(see page 48) | •Establishes variable, at-risk cash compensation•Rewards achievement of overall corporate results against key Company near-term goals•Performance measures and targets evaluated semi-annually and set by the HRCC•Focuses on absolute revenue performance, non-GAAP gross margin and annual sustainability goal delivery | •Rewards Company performance against challenging short-term targets, with appropriate and capped rewards for outstanding performance•Key Point: 2024 1H financial performance targets and annual sustainability goals were established at the beginning of the year. 2H financial performance targets were established midyear to best reflect the dynamic market as discussed further on pages 52-54Key Point: 2024 performance measures included an annual sustainability component focusing on environmental and people initiatives |
| Performance-Based Restricted Stock Units (“PSU”)(see page 52) | •Meaningfully incentivizes management to execute on our longer-term business objectives•Drives long-term shareholder value creation•Vesting is 3-year cliff using 3-year relative total shareholder return (RTSR) measured against a defined compensation peer group | •Aligns with shareholder interests by driving superior performance against longer-term corporate financial, operational, and strategic goals•Key Point: Target awards represent 70% of long-term incentive compensation value at time of award for NEOs•Key Point: Payout is capped at 200% of the target number of PSUs for top quartile performance and capped at 100% of the target number of PSUs if RTSR is negative regardless of relative ranking |
| Restricted Stock Units (“RSU”)(see page 53) | •Aligns executives’ interests with those of shareholders•Helps the Company retain key talent•Vests ratably over 3 years | •Aligns with shareholder interests, while also helping retain our highly qualified executive talent over time•Key Point: Target awards represent 30% of long-term incentive compensation at time of award for NEOs |
| Benefits and Other Compensation(see page 54) | •Generally, delivers local programs, consistent with other executives to plan for various life events •Supports the varying needs of executives operating in a complex, global environment•Allows executives to maximize time and attention on activities driving company performance | •Attracts, retains, motivates, and enables us to develop highly qualified executive leaders while providing a competitive overall total rewards program•Key Point: Benefits and other compensation are generally consistent with those offered to other executives within the same country of residence as the NEOs. We do not offer excessive perquisites to our NEOs |
A Large Majority of Our NEOs’ Target Pay is At-Risk
Our high performance culture and pay for performance philosophy strongly align the interests of our NEOs with those of our stakeholders. As shown in the following charts, our 2024 target executive compensation program was heavily weighted towards at-risk compensation. Our CEO has 93% of his target compensation at risk with variable components through the value of his target AIP, restricted share units and performance-based equity awards. Approximately 69% is directly linked to performance of the Company through the value of his target AIP and performance-based equity awards, which is 70% of the target long term incentive award made each year. While these graphs represent target awards made during the year, actual earned pay is impacted directly by performance measures as well as stock price performance during the year. On average, our other NEOs also have approximately 86% of their target compensation at risk and 64% of their compensation linked directly to performance. In line with our pay for performance philosophy, the 2024 AIP payout was 61.4% of target and the PSUs vested at 76.32% of target reducing the NEO's realized compensation versus their target compensation. Additionally, the realized pay of the NEOs was impacted by our performance-based compensation programs. For example, Mr. Sievers' realized pay was approximately $17.0M in 2024 and $27.0M in 2023.*
These figures include annualized salary, target AIP and annual target equity award grant values. Figures exclude the items outlined in the Summary Compensation Table as 'All Other Compensation.' The 'Average Other NEO' figures exclude the CEO.
*Realized pay is defined as Salary, Nonequity Incentive Plan Compensation and All Other Compensation reported in the Summary Compensation Table in 2023 and 2024 and the reported value realized in the Option Exercises and Stock Vested Table in 2023 and 2024.
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