nxpi-20240411

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ý

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))

ý Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

NXP Semiconductors N.V.

(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):

ý No fee required

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

NOTICE OF AND AGENDA FOR 2024
ANNUAL GENERAL MEETING OF SHAREHOLDERS

April 15, 2024

Dear Shareholders:

I invite you to attend the 2024 Annual General Meeting of Shareholders (the “Annual General Meeting” or “AGM”) of NXP Semiconductors N.V. (“we,” “us,” “our” or the “Company”), which will be held on Wednesday, May 29, 2024 at 8:45 a.m. Central European Time at the Sheraton Amsterdam Airport Hotel and Conference Center, Schiphol Boulevard 101, 1118 BG, Amsterdam, The Netherlands.

At the Annual General Meeting, we will discuss, and the Company’s shareholders will vote on, the following items of business:


Item 1			Adoption of the 2023 Statutory Annual Accounts
Item 2			Discharge of the members of the Company’s Board of Directors (the “Board”) for their responsibilities in the financial year ended December 31, 2023
Item 3			Re-appointment of ten current directors named in this proxy statement
Item 4			Authorization of the Board to issue ordinary shares of the Company (“ordinary shares”) and grant rights to acquire ordinary shares
Item 5			Authorization of the Board to restrict or exclude pre-emptive rights accruing in connection with an issue of shares or grant of rights
Item 6			Authorization of the Board to repurchase ordinary shares
Item 7			Authorization of the Board to cancel ordinary shares held or to be acquired by the Company
Item 8			Re-appointment of Ernst & Young Accountants LLP as our independent auditors for the fiscal year ending December 31, 2024
Item 9			Amended Remuneration of the Non-Executive Directors
Item 10			Non-binding, advisory vote to approve Named Executive Officer compensation

In addition to the above voting items we will have a discussion of the dividend and reservation policy and the implementation of the Company’s long-term strategy, including with respect to sustainable long-term value creation and the Company's corporate governance structure and compliance with the revised 2022 Dutch Corporate Governance Code. We will also consider any other business that properly comes before the Annual General Meeting. None of the proposals require the approval of any other proposal to become effective. We intend that this notice of the Annual General Meeting and the accompanying proxy materials will first be made available on our website on or about April 15, 2024. In accordance with Dutch corporate law and our Articles of Association, the record date for determining those shareholders entitled to notice of, and to vote at, the Annual General Meeting has been set at May 1, 2024. We will begin mailing proxy materials to our shareholders on or about May 8, 2024.

At the Annual General Meeting we will also present the consolidated financial statements and independent auditors’ report for the fiscal year ended December 31, 2023. If any other matters properly come before the Annual General Meeting the persons named in the proxy card will vote in their discretion the shares represented by all properly executed proxies.

NOTICE

YOUR VOTE IS VERY IMPORTANT. Please read this proxy statement and the accompanying proxy materials. Whether or not you plan to attend the Annual General Meeting, please submit your proxy card or voting instructions as soon as possible.

By order of the Board of Directors of NXP Semiconductors N.V.,

Jennifer B. Wuamett

Secretary

Eindhoven, The Netherlands

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting
to be Held on May 29, 2024

This proxy statement and the accompanying proxy card are first being made available on or about April 15, 2024. This proxy statement, our 2023 Annual Report on Form 10-K and the 2023 Statutory Annual Report are available on our website at http://investors.nxp.com by clicking “Corporate Governance”, then “Annual Meeting”.


We Strongly Encourage You to Sign Up For Electronic Delivery of Proxy Materials Shareholders may request proxy materials be delivered to them electronically by enrolling at www.proxyvote.com. Not only will this result in faster delivery of the documents but also allows our shareholders to join us in our efforts to support a sustainable future and mitigate our impact on the environment.

Table of Contents


GENERAL INFORMATION			1

VOTING PROCEDURES			2

Beneficial Owners			2
Shareholders of Record			2
Revocability of Proxy			2
General Matters			2

CORPORATE GOVERNANCE			3

SUSTAINABILITY			4

Environment			7
Human Capital Management			9
Social Responsibility			14
Health and Safety			14

ITEM 1: ADOPTION OF THE 2023 STATUTORY ANNUAL ACCOUNTS			15

ITEM 2: DISCHARGE OF THE BOARD OF DIRECTORS FOR THEIR RESPONSIBILITIES IN THE 2023 FINANCIAL YEAR			15

ITEM 3: RE-APPOINTMENT OF DIRECTORS			15

Nominees for Director			17
Nominee Skills and Experience			23
Director Independence			24

HOW OUR BOARD GOVERNS AND IS GOVERNED			24

Rules Governing the Board			24
Board Leadership and Role in Risk Oversight			25
Meetings of NXP’s Board			25
NXP’s Board Committees			26
Audit Committee			26
Human Resources and Compensation Committee			26
Nominating, Governance and Sustainability Committee			27
Setting and Overseeing Strategy			28
Risk Oversight			29
Board Education			31

HOW OUR DIRECTORS ARE SELECTED AND EVALUATED			31

Consideration of Director Nominees			31
Diversity			31
Board Refreshment			32

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			33

HOW OUR DIRECTORS ARE COMPENSATED			33

Non-Executive Director Compensation for 2023			33

ITEM 4: AUTHORIZATION OF THE BOARD TO ISSUE ORDINARY SHARES AND GRANT RIGHTS TO ACQUIRE ORDINARY SHARES			35

ITEM 5: AUTHORIZATION OF THE BOARD TO RESTRICT OR EXCLUDE PRE-EMPTIVE RIGHTS ACCRUING IN CONNECTION WITH AN ISSUE OF SHARES OR GRANT OF RIGHTS			35


ITEM 6: AUTHORIZATION OF THE BOARD TO REPURCHASE ORDINARY SHARES OF THE COMPANY			36

ITEM 7: AUTHORIZATION OF THE BOARD TO CANCEL THE COMPANY’S ORDINARY SHARES HELD OR TO BE ACQUIRED			36

ITEM 8: RE-APPOINTMENT OF ERNST & YOUNG ACCOUNTANTS LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024			37

ITEM 9: APPROVAL OF THE AMENDED REMUNERATION OF THE NON-EXECUTIVE DIRECTORS			42

ITEM 10: NON-BINDING, ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION			39

EXECUTIVE OFFICERS			40

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			42

EXECUTIVE COMPENSATION			44

Compensation Discussion & Analysis			44
Shareholder Engagement and Results of 2023 Advisory Vote on Executive Compensation			46
Compensation Philosophy			46
Key Practices in Determining Executive Compensation			48
Key Components of Our Executive Compensation Program			49
Peer Group Analysis and Benchmarking			50
2023 Compensation Decisions			51






Executive Share Ownership Guidelines			58
Other Practices & Guidelines			59
Employment Arrangements of Named Executive Officers			59
Key Policies and Practices			59
Compensation Practices and Risk			60
Governance			60
Human Resources and Compensation Committee Report			62
Summary Compensation Table			63
Grants of Plan-Based Awards Table			64
Outstanding Equity Awards at Year-End Table			65
Option Exercises and Stock Vested Table			67
Pension Benefits			67
Potential Payments upon Termination or Change of Control			68
CEO Pay Ratio Disclosure			70
Human Resources and Compensation Committee Interlocks and Insider Participation			71
Equity Compensation Plan Information			71
Pay Versus Performance Disclosure			72

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			75

Related Party Transactions			75

REPORT OF THE AUDIT COMMITTEE			75

DELINQUENT SECTION 16(A) REPORTS			76

THE 2025 ANNUAL GENERAL MEETING			76

OTHER MATTERS			76

APPENDIX A: Reconciliation of Non-GAAP Measures			77

Forward-looking Statements			81

GENERAL INFORMATION

The Board of Directors (the “Board”) of NXP Semiconductors N.V. (“we”, “our”, “us”, “NXP” or the “Company”) is providing these proxy materials to you in connection with the Board’s solicitation of proxies to be voted on at NXP’s Annual General Meeting of Shareholders (the “Annual General Meeting” or the “AGM”) on Wednesday, May 29, 2024. We are requesting your vote on the proposals described in this proxy statement.

NXP will pay the entire cost of soliciting proxies. Our directors, officers and employees, without additional compensation, may solicit proxies or votes in person, by telephone or by electronic communication. We may also reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to beneficial owners of NXP’s common shares, €0.20 par value (the “common shares” or “ordinary shares”).

All shareholders as of the close of business on May 1, 2024 (the “Record Date”) are authorized to attend the Annual General Meeting and all of NXP’s outstanding common shares owned as of the Record Date may be voted. As of March 29, 2024, there were 256,095,444 common shares issued and outstanding and there were no other voting securities outstanding. Persons that wish to attend the AGM must notify the Board of their intention to do so by submitting their name and the number of ordinary shares (beneficially) owned to NXP Semiconductors N.V., High Tech Campus 60, 5656 AG Eindhoven, The Netherlands, Attention: Secretary, or by sending an email with such information to nxp.agm@nxp.com. In order to gain admittance, we must receive this notification no later than May 22, 2024, one week prior to the date of the meeting. All attendees must be prepared to provide a valid proof of identity for admittance, such as a driver’s license or passport. The additional items that attendees must bring depends on whether they are shareholders of record, beneficial owners or proxy holders. Shareholders holding their shares through a broker must bring proof of beneficial ownership as of the Record Date, such as an account statement reflecting their share ownership on or prior to the Record Date, a copy of the voting instruction form provided by their broker or similar evidence of ownership in order to obtain admittance to the Annual General Meeting. No cameras or other recording equipment will be allowed in the meeting room. Failure to provide the requested documents at the door or failure to comply with the procedures for the AGM may prevent shareholders from being admitted to the AGM.

As always, we encourage you to vote your shares prior to the AGM. We kindly refer to the section titled “Voting Procedures” below for more details on how to exercise your voting rights.

These proxy materials include this proxy statement and NXP’s 2023 Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the U.S. Securities and Exchange Commission (“SEC”).

The Board recommends that you vote your shares as follows:

•“For” the adoption of the 2023 Statutory Annual Accounts as described in Item 1;

•“For” the discharge of the members of the Board for their responsibilities in the financial year 2023 as described in Item 2;

•“For” the re-appointment of ten directors listed in Item 3 to the Board;

•“For” the authorization of the Board to issue ordinary shares of the Company and grant rights to acquire ordinary shares as described in Item 4;

•“For” the authorization of the Board to restrict or exclude pre-emption rights accruing in connection with an issue of shares or grant of rights as described in Item 5;

•“For” the authorization of the Board to repurchase ordinary shares as described in Item 6;

•“For” the authorization of the Board to cancel ordinary shares held or to be acquired by the Company as described in Item 7;

•“For” the re-appointment of Ernst & Young Accountants LLP as our independent auditors for the fiscal year ending December 31, 2024, as described in Item 8;

•"For" the approval of the remuneration of the non-executive members of the Board as described in Item 9; and

•“For” the approval, on a non-binding, advisory basis, of the compensation of our Named Executive Officers as described in Item 10.

VOTING PROCEDURES

Beneficial Owners

If your shares are held in a stock brokerage account or by a bank, trustee or other nominee, which we refer to as your “broker,” you are considered to be the beneficial owner of these shares, and these proxy materials are being forwarded to you by your broker. As the beneficial owner, you have the right to direct your broker how to vote on your behalf, and you are also invited to attend the Annual General Meeting. Your broker will send you a voting instruction form to direct the broker how to vote your shares. Since you are not the shareholder of record, you will need to obtain a legal proxy from your broker giving you the right to vote the shares at the Annual General Meeting. The overwhelming majority of our shareholders are beneficial owners (i.e., hold their shares through a broker rather than directly in their own name). Please refer to the voting instruction form provided by your broker for specific voting procedures.

Shareholders of Record

If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC (formerly known as American Stock Transfer & Trust Co), you are considered to be the shareholder of record with respect to those shares and these proxy materials are being sent to you by us. As the shareholder of record, you have the right to vote your proxy directly to NXP by submitting a written proxy or to vote in person at the Annual General Meeting. If you request printed copies of the proxy materials by mail, you will receive a proxy card. Please refer to the summary voting instructions and those included on your proxy card.

•Internet—You may vote by proxy on the Internet until 4:00 p.m. Eastern Time (10:00 p.m. Central European Time) on May 28, 2024. The website for Internet voting is http://www.proxyvote.com. Easy-to-follow prompts allow you to vote your shares and confirm that your instructions have been properly recorded. If you vote on the Internet, you can request electronic delivery of future proxy materials.

•Telephone—You may vote by proxy until 4:00 p.m. Eastern Time (10:00 p.m. Central European Time) on May 28, 2024 by using the toll-free number listed on your proxy card. Easy-to-follow prompts allow you to vote your shares and confirm that your instructions have been properly recorded.

•Mail—Mark, sign and date your proxy card and mail it to the address listed on the card or NXP at High Tech Campus 60, 5656 AG, Eindhoven, The Netherlands, Attention: Secretary. In order for your vote to be counted, we must receive your proxy card no later than two days before the Annual General Meeting.

Revocability of Proxy

If you are a beneficial owner of shares, please refer to the instructions provided by your broker regarding how to change your vote. If you are a shareholder of record, you may revoke a proxy given to a representative of NXP in any of the following ways:

•by sending a written notice of revocation to NXP at High Tech Campus 60, 5656 AG, Eindhoven, The Netherlands; Attention: Secretary, which notice must be received before shares of such shareholder are voted at the Annual General Meeting; or

•by properly submitting a later-dated, new proxy, which must be received before shares of such shareholder are voted at the Annual General Meeting (in which case only the later-dated proxy is counted and the earlier proxy is revoked); or

•by attending the Annual General Meeting and voting in person. Attendance at the Annual General Meeting will not, however, in and of itself, constitute a vote or revocation of a prior proxy.

General Matters

Pursuant to Dutch law, (i) common shares which are represented by “broker non-votes” (i.e. common shares held by brokers which are represented at the Annual General Meeting but which brokers are not empowered to vote on a particular proposal) and (ii) common shares represented at the Annual General Meeting, but which abstain from voting on any matter, are not included in the determination of the common shares voting on such matter, and are only counted for quorum purposes.

If you do not submit specific voting instructions to your broker, your broker will not have the ability to vote your shares in connection with proposals which are considered “non-discretionary” items for which brokerage firms require your voting instructions to vote your shares.

Each share will be entitled to one vote. According to the Company’s Articles of Association, the chair of the Annual General Meeting determines the method of voting, establishes the outcome of the votes taken, determines the existence of a quorum and validity of proxies and ballots, and certifies the results of the voting.

The adoption of resolutions at the Annual General Meeting shall require that at least the majority of the issued and outstanding shares of the Company’s issued share capital is present or represented, excluding shares for which no

vote can be cast pursuant to article 29, paragraph 2 of the Company’s Articles of Association. Unless otherwise provided for in this proxy, resolutions can be adopted with a simple majority of votes cast.

Other than the proposals described in this proxy statement and matters incident to the conduct of the Annual General Meeting, we do not expect any matters to be presented for a vote at the Annual General Meeting. However, if you grant a proxy and additional matters are properly presented for a vote at the Annual General Meeting, the persons named as proxy holders, Jennifer B. Wuamett or Timothy Shelhamer, will have the discretion to vote your shares on these additional matters.

We expect to announce preliminary voting results at the Annual General Meeting. Final voting results will be published in a Current Report on Form 8-K filed with the SEC within four business days of the Annual General Meeting. If the final voting results are not available within four business days after the Annual General Meeting, we will provide the preliminary results in the Current Report on Form 8-K and the final results in an amendment to the Current Report on Form 8-K within four business days after the final voting results are known to us.

CORPORATE GOVERNANCE

Our legal name is NXP Semiconductors N.V. and our commercial name is "NXP" or "NXP Semiconductors." We were incorporated in the Netherlands in 2006 and are a Dutch public company with limited liability (naamloze vennootschap). Our common shares are listed on the Nasdaq Global Select Market (“Nasdaq”).

We are subject to various corporate governance requirements and best practice codes, the most relevant being those in the Netherlands and the United States. The Dutch Corporate Governance Code (the “DCGC”) applies to all Dutch companies listed on a government- recognized stock exchange, whether in the Netherlands or elsewhere. The DCGC is based on a “comply or explain” principle. Accordingly, companies are required to disclose in their statutory annual reports filed in the Netherlands whether or not they comply with the various rules of the DCGC and if they do not comply with those provisions, to give the reasons therefore. The DCGC contains principles and best practice provisions for boards, shareholders and general meetings of shareholders, financial reporting, auditors, disclosure, compliance and enforcement standards.

The purpose of NXP is to bring together bright minds to create breakthrough technologies that make the connected world better, safer and more secure. Our strategy is to maximize value for all our key stakeholders, including customers, employees, and shareholders. We aim to generate strong and sustainable cash flow by achieving market leadership in four well defined end markets: Automotive, Industrial & IoT, Mobile, and Communication Infrastructure & Other. We seek to build long-term strategic relationships with our customers and suppliers, while consistently meeting or exceeding their expectations. We are committed to driving sustainable innovation resulting in a better tomorrow for our customers, team members, communities, and society as a whole.

The Board is committed to maintaining a dialogue with shareholders to ensure that they understand our differentiated strategy and business model and have an opportunity to discuss and engage on a broad range of topics, including our strategy. The Board will review the implementation of our strategy at the AGM.

We conduct our operations in accordance with internationally accepted principles of good governance and best practice, while ensuring compliance with the corporate governance requirements applicable in the countries in which we operate:

•We have a transparent corporate structure, with approval rights of our general meeting of shareholders for any significant change in the identity or nature of our Company or business;

•Each share of our common stock confers the right to cast one vote at the general meeting of shareholders;

•Our directors are appointed for one year terms;

•We do not have a poison pill in place;

•We only have outstanding common stock, and no preference shares are issued, and such shares cannot be issued without majority shareholder approval;

•Our share capital consists only of common shares and preference shares, no priority or other shares with special voting rights are included in our share capital;

•Any issuance of common or preference shares, for any reason, is subject to the approval of the general meeting of shareholders; and

•We allow special meetings of our shareholders to be called upon the written request of shareholders holding at least 10% of our outstanding voting stock.

The Board, as well as the management team and the NXP Ethics Committee, promote openness and engagement through SpeakUp, a confidential reporting system described in more detail below. Furthermore, we maintain a Code

of Conduct in order to promote a culture of good governance, excellence and consistency that applies to all of our directors, officers and employees and complies with the requirements of the Sarbanes-Oxley Act of 2002, and the rules thereunder, as well as applicable Nasdaq listing standards. A copy of the Code of Conduct is available on our Investor Relations website at http://investors.nxp.com under the “Corporate Governance” section. We will post any amendments to, or waivers from, our Code of Conduct (to the extent applicable to any director or any of our executive officers) on this website.

The Code of Conduct outlines our general commitment to be a responsible social partner and the way in which we attempt to interact with our stakeholders, including shareholders, suppliers, customers, employees and the market. It covers our policy on a diverse array of subjects, including corporate gifts, privacy, child labor, International Labor Organization conventions, trade compliance, working hours, sexual harassment, free-market competition, bribery and the integrity of financial reporting.

The Code of Conduct is built around the campaign “Know Right, Do Right” and consists of a framework of a variety of controls, a strict non-retaliation policy, a training program for employees, the SpeakUp telephone line and online site where people can report potential issues in a confidential manner, a confidential investigation process, risk assessments, background checks and audits. Any reports related to the Code of Conduct are brought to the attention of our Ethics Committee to ensure that all reports are properly investigated and addressed. Each quarter the Ethics Committee communicates to the Audit Committee a summary of all reports and investigations.

SUSTAINABILITY

Enabling a better, safer, more secure, and sustainable world

Our efforts to promote sustainability have yielded positive results. We’ve achieved reductions in emissions and now use more renewable electricity and recycle more of our water and waste than we did a decade ago.

Our commitment to sustainability goes beyond how we use resources like energy and water, by addressing how we treat people, too. We are committed to ensuring a safe and healthy workplace for our team members, and are proud to report our injury rates remain among the lowest in the industry.

We have grown considerably since 2006 and continue to align with new challenges and embrace new opportunities. Our current focus is on integrating sustainability initiatives into our business and leveraging the many technologies we develop to enable a more sustainable world.

We report our progress annually in our corporate sustainability report, which includes more details about our commitment to sustainable practices, products that support a sustainable future, and transparency and accountability in our business and supply chain for focused environmental, social and governance (ESG) topics. Our current and past corporate sustainability reports are available on our website. The corporate sustainability report and any other information on our website are expressly not part of this proxy statement. Any targets or goals discussed in our corporate sustainability report and in this proxy statement are aspirational, and as such, no guarantees or promises are made that these goals will be met. In addition, statistics and metrics discussed in this proxy statement and in the corporate sustainability report may be based on assumptions that turn out to be incorrect.

SUSTAINABILITY

2023 ESG Highlights


Environmental	Social	Governance
Assessed and Reported on All Scope 3 Emission Categories	20% Women in R&D Positions	Certified as a Great Place to Work in China, India, Mexico and the US
24% Decrease in Absolute Scope 1 and 2 Emissions Since 2021 Baseline	Improved Global Employee Voluntary Turnover to an All-Time Low	100% of Suppliers Signed the Supplier Code of Conduct Statement
86% Waste Recycled	Conducted Unconscious-Bias Training for People Managers	50% of Board Directors have ESG Experience
51% Water Recycled	70% of Team Members are Viewed as Highly Engaged	100% Certified Conflict-Free 3TG Smelters
39% Renewable Electricity Use	Established the NXP Human Rights Working Group	Reviewed and Updated the NXP Human Rights Due Diligence System
Published our First Biodiversity Policy	Maintained a Low Total Case Incident Rate of 0.10	Published a Standalone Anti-Bribery and Anti-Corruption Policy

Our ESG Goals

Our ESG mission is to enable a better, safer, more secure and more sustainable world through innovation. That mission has given rise to a series of goals that inform our efforts and enable us to gauge our performance and celebrate our accomplishments.


Innovation	Environment	Social	Governance

Design and manufacture technology that positively impacts the planet and society	Carbon neutral by 20351	25% women in R&D by 2025	Work with our supply-chain partners to reduce their environmental footprint

Develop higher-performing, more energy-efficient products	Reduce carbon emissions by 35% in 2027 (2021 baseline) and achieve 50% renewable electricity2	50% underrepresented minorities in our US workforce	Integrate ESG into our business so we can foster ownership and accountability

	Optimize natural resources by 2027 50% renewable energy 60% of wastewater recycled 90% of waste recycled	Zero tolerance of forced labor and human-rights abuses

		Zero workplace injuries

1 NXP’s strategic approach is to reduce its Scope 1 and Scope 2 emissions by 2035 by prioritizing the implementation of technically and socio-economically feasible solutions. We intend to offset any remaining Scope 1 and Scope 2 emissions.

2 We aim to achieve our renewable electricity goal through power purchase agreements, the use of unbundled renewable energy certificates (iRECs) and, in select cases, self-generation.

SUSTAINABILITY

Sustainability Scorecard for 2023

We believe that having a diverse workforce makes our operations stronger. We recognize that our operations have an impact on the environment and are committed to reducing that impact, by being good stewards of our planet and helping to create a more sustainable world.

Since 2022, so as to reinforce our corporate commitment to these ideals, we have added a sustainability component to our short-term Annual Incentive Plan (AIP). As part of this effort, our Human Resources and Compensation Committee (HRCC) introduced a sustainability scorecard, which contains multiple metrics intended to measure our year-on-year progress toward our long-term aspirations relating to people and the environment. We encourage all team members to participate in this progress and, as a result, have made the scorecard part of the AIP for all team members. The sustainability component has a weighting of 20% in our AIP.

Please reference the "Executive Compensation—Compensation Discussion and Analysis—2023 Compensation Decisions—Annual Incentive Program" section of this proxy statement for a list of our specific 2023 annual sustainability scorecard goals, why we chose them and the progress we made toward meeting those goals over the past twelve months.

ESG Governance

Our sustainability strategy is aligned with and incorporated into the company’s long-term business strategy. NXP's Board of Directors has ultimate oversight responsibility for ESG matters. The full Board focuses on significant ESG matters, with Board Committees undertaking oversight of ESG issues relevant to their responsibilities and then integrating committee work on these issues in their reports to the full Board.

ESG Program oversight is delegated to the Nominating, Governance and Sustainability Committee, which oversees integration of a broad set of ESG considerations into business functions. Specific aspects of ESG oversight are delegated to the Audit and Human Resources Compensation Committees for ESG matters within their core areas of expertise.

•Nominating, Governance and Sustainability Committee – Oversight of policies and practices relating to significant ESG issues

◦Oversee policies and practices related to climate and sustainability initiatives

◦Review sustainability initiatives and goals including progress toward achieving those goals

◦Review and approve the annual Corporate Sustainability Report as well as other ESG-related reports requiring Board-level oversight

◦Review stakeholder feedback related to sustainability on an annual basis

•Audit Committee – Oversight of financial disclosure processes and controls, and internal and external assurance over ESG reporting

◦Oversee disclosure controls and procedures over ESG disclosures and any assurance being provided by independent auditors

◦Ensure NXP prepares appropriately for legislative and regulatory developments affecting ESG reporting in financial reports

•Human Resources and Compensation Committee – Oversight of human-capital policies and programs, DE&I and compensation, including the alignment of ESG goals to incentive-pay programs

◦Oversee alignment of sustainability strategy with compensation programs

◦Select from goals identified as strategic ESG goals by the Nominating, Governance and Sustainability Committee

◦Incorporate ESG goals into compensation programs and design such programs, if relevant

The Nominating, Governance and Sustainability Committee receives quarterly updates from representatives of the ESG Management Board and, in turn, reports on these efforts in plenary meetings of NXP’s Board of Directors.

The CEO and the NXP Management Team, together with and under the supervision of NXP’s Board of Directors, are responsible for implementation of NXP's sustainability strategy, policies and goals.

NXP's ESG Management Board, which is comprised of Management Team members and other senior leaders, oversees the implementation of sustainability strategy and policy and ensures appropriate resourcing. The ESG Management Board is chaired by our General Counsel and Chief Sustainability Officer and supported by our Chief Financial Officer, Chief Strategy Officer, Chief Technology Officer, Chief Human Resources Officer and Chief Operations and Manufacturing Officer. The ESG Management Board meets regularly to ensure our ESG performance is in line with our strategy and goals.

Environment

Long-Term Environmental Ambitions

Carbon Neutral by 2035

Minimize Impact on Global Water Supplies

Develop Collaborative Solutions for Circular Economy

Reduce Use of Targeted Chemicals of Concern

Collaborate with our Suppliers to Reduce their Environmental Footprint

2027 Mid-Term Environmental Goals

35% Reduction in Scope 1 and 2 Carbon Footprint
(2021 Baseline)

50% Renewable Electricity Use

60% of Wastewater Recycled

90% Waste Recycled

Work with Our Supply Chain to Reduce Impacts and Measure Our Portion of Their Carbon Footprint

2023 Environmental Performance

24%
Decrease in Absolute Scope 1 and 2 Emissions since 2021 Baseline

39%
Renewable Electricity Use

51%
Wastewater Recycled

86%
Waste Recycled

Assessed and Reported on All Scope 3 Emission Categories

SUSTAINABILITY

As an environmentally responsible manufacturer committed to continuous improvement, we strive to optimize our use of natural resources, emissions to the environment and achieve operational efficiencies. To support these objectives, we maintain and implement an environmental management system. In accordance with criteria from the International Organization of Standardization (ISO), our Environment, Health and Safety (EHS) management system is certified to both ISO 14001 and ISO 45001 at all our manufacturing sites as well as our headquarters.

Emissions

Our manufacturing sites generate Scope 1 (direct) and Scope 2 (indirect) greenhouse-gas (GHG) emissions. We measure our carbon footprint according to the GHG Protocol, a set of internationally recognized standards for quantifying and reporting GHG emissions. We report on all three of the protocol's defined categories: Scope 1 (direct emissions), Scope 2 (indirect emissions, owned) and Scope 3 (upstream and downstream emissions). 2023 marked the first time we made a detailed inventory of all 15 categories of Scope 3, mapping NXP's footprint throughout our entire value chain. Our Scope 3 emissions are understandably larger than our Scope 1 and 2 emissions, given that Scope 3 emissions represent an impact beyond our operations.

The main contributors to our Scope 1 and 2 carbon footprint are emissions from purchased electricity, perfluorinated compounds (PFCs) and heat-transfer fluids (HTFs). Electricity, PFCs and HTFs are essential to semiconductor manufacturing. Since it's not currently feasible to eliminate the sources of these emissions from our production processes completely, we have set reduction goals for both Scope 1 and 2 emissions.

In 2022, we committed to setting Science Based Targets (SBTs). We compiled the required data and defined the targets in 2023, and will begin the validation process with Science Based Targets initiative (SBTi) in 2024.

Due to increased renewable electricity purchase, lower factory utilization and emission reduction projects, our absolute Scope 1 and 2 emissions decreased 23% compared to 2022. 3

Energy

Primary sources of energy for our manufacturing, testing and office sites come from the electrical grid. We purchase renewable electricity when available and continue to purchase electricity from fossil-fuel sources in jurisdictions where reliable and abundant alternative energy sources are not available.

Electricity

We produce increasingly complex products that involve many more processing steps, requiring greater electricity consumption. Our ongoing efforts to conserve electricity and optimize our manufacturing processes have helped us use electricity more efficiently. Compared to 2014, our absolute electricity consumption has increased only 11%. In 2023, our absolute electricity consumption decreased by 1% compared to 2022.

Water

Since drastically reducing the amount of water used within our manufacturing processes is not currently feasible, we anticipate that our demand for water will increase in line with our increases in production. To reduce the amount of incoming water we consume, we focus on a mid-term goal of increasing our water recycling rate to 60% by 2027.

In 2023, our absolute water withdrawal decreased by 1% compared to 2022, and we recycled 51% of our water and have created a task force to identify new opportunities for water recycling.

Waste

We continue to evolve our approach to the sourcing, consumption and disposal of materials critical to the manufacturing and testing of our products. We have set a mid-term goal of recycling 90% of our waste by keeping products and materials in use via reuse, resale, repurposing and recycling.

In 2023, we recycled 86% of our total waste (hazardous and non-hazardous), an increase of 3 percentage points compared to 2022. Our recycling rate includes waste-to-energy activities, which involves the conversion of non-recyclable waste materials into usable heat, electricity or fuel through incineration.

3 We use the IPCC 2006 methodology for data leading up to and including 2020, and the IPCC 2019 methodology for 2021 and all the years following. For purposes of the 2023 AIP, we used the IPCC 2006 methodology to calculate carbon emissions.

SUSTAINABILITY

Human Capital Management

Our People: The Heart of NXP

Our diverse and talented team members drive the innovation that sets our company apart and fuels our success in the market.

Our Purpose

Our purpose is to bring together bright minds to create breakthrough technologies that make the connected world better, safer and more secure.

Our Values

Our values are our fundamental beliefs and guiding principles. They speak about how we operate, how we engage with and develop our team members and how we push the boundaries of creativity and innovation. Our values rest on a strong foundation of trust and respect. We hold ourselves accountable to these values by ensuring they are reflected in our talent programs, including talent acquisition, enabling performance, rewards and recognition, climate, communications, development, assessment and succession.

We have a long history of empowering our team members to develop their skill sets and expand their capabilities. We want our team members to grow, progress, and advance across job types, functions, organizations, geographies, and levels — all at a pace that is unique to the individual.

Our Policies and Programs

Across the globe, we have policies and programs to find and retain the best talent possible with a specific focus on team member engagement, thought leadership, diversity, equality and inclusion, compensation and benefits, development and growth, future talent; team member retention and community outreach.

Workforce Demographics

NXP’s workforce includes direct labor (“DL”) and indirect labor (“IDL”). DL are those team members directly involved in manufacturing our products and typically work in our factories, while IDL consists of individual contributors, managers, and executives in other functions such as research and development (“R&D”) and selling, general and administrative (“SG&A”). At December 31, 2023, we had approximately 34,200 employees, which includes approximately 1,500 employees in our joint venture. Our NXP global workforce spans three regions encompassing 30+ countries and includes approximately 12,000 team members dedicated to the research and development of our products and solutions.

SUSTAINABILITY

Team Member Retention

NXP aims to retain team members and minimize turnover. The graph below shows our turnover rate from the past six years.

During calendar year 2023, our voluntary attrition rate was 4.1% for IDL, 10.4% for our DL population and 6.5% of the total population, a significant year over year reduction. We continue to drive programs centered around retention actions for strategic roles and top-performing talent, as well as programs targeting all team members.

Team Member Engagement

Engaging, developing, and valuing our team members is how we create long-term value for our stakeholders.

To assess and improve team-member engagement, we regularly conduct our global Winning Culture Survey. We invite NXP team members to share their feedback on a variety of factors, including engagement, strategy, culture, leadership, innovation, growth, continuous improvement, collaboration, ownership, work environment, ethics, sustainability and diversity, equality and inclusion. Surveys are administered by a third party to ensure confidentiality.

In our 2023 survey, we solicited input from all NXP team members. Ninety percent of team members participated in the survey with Ethics, Collaboration, Engagement and DE&I being the four categories with the highest favorability ratings. The survey results showed an increase in team-member engagement, with 70% of our team members being

SUSTAINABILITY

highly engaged. The results also show NXP’s commitment to shape the organization’s culture through our values, with 89% believing that NXP is a great place to work.


Response Rate	Engagement	Great Place to Work	Proud	Valued
90%	88%	89%	91%	85%

Year-over-year, NXP saw improvements in more than 50% of the survey items. The third-party administrator of the survey reported that 85% of the survey items scored more positively than the 75th percentile benchmark, composed of companies operating in the technology sector.

Insights from our survey equip us to improve the team-member experience as well as our policies and processes. Using team-member feedback, we have created and improved company and/or country-specific programs and made updates to our tools and resources. This includes focusing on talent growth and development as well as initiatives to support the balance of work with life commitments.

External Awards & Recognition

NXP is honored to have received external awards and recognition around the globe in acknowledgement of our ongoing commitment to the engagement, development and success of our team members in 2023. Some of the honors received include the following:

•In 2023, NXP partnered with a third-party vendor to launch the Great Place to Work Survey, inviting team members to share insight that speaks to the Company’s workplace culture and team-member experience. A great place to work is one where employees trust their managers and leaders, are proud of their work, like collaborating with their colleagues, and experience a consistent workplace environment. The survey launched in four countries and culminated with NXP being certified as a 2023 Great Place to Work in China, India, Mexico and the United States.

•For the fifth year in a row (2019 – 2023), NXP received the Leading Employer Award in Austria, and was rated the number-two semiconductor company in Austria by the Leading Employer Institute.

•NXP Taiwan was selected as a 2023 Best Companies to Work for in Asia, honoring the Company’s unwavering dedication to employee satisfaction, well-being and development, and to fostering a positive work environment that promotes growth and excellence.

Thought Leadership

Investing in R&D

NXP's breakthrough technologies help create a connected world that is better, safer and more secure – targeting edge devices for the automotive, industrial, smart home, communications, infrastructure and mobile markets.

Developing Thought Leaders

Our commitment to developing thought leaders is evidenced by the around 12,000 team members representing 36% of our NXP workforce and 57% of our indirect labor workforce who are specifically dedicated to R&D. Through broad exposure to job-based development activities, we were able to advance 12% of these team members in 2023 through internal promotions. In addition, we hired more than 1,493 new R&D team members in 2023 and named eight program directors, five program senior directors, 71 technical directors, nine fellows and two senior fellows.

Diversity, Equality, and Inclusion

At NXP, inclusion is key to living our values, which are built on a foundation of trust and respect. We recognize the importance of representation, value diversity, equality, and inclusion, and respect the unique talents, experiences, backgrounds, cultures, and ideas of our team members. We invite everyone to be their authentic selves at work. This is what makes us who we are at NXP. As an ongoing demonstration of our commitment, we invest in initiatives and resources to drive cultural awareness across the Company, spearheaded by our Vice President and Head of Diversity, Equality and Inclusion (DE&I).

In 2023, we continued making progress on our DE&I journey. We started the year by reflecting on our year-over-year progress towards achieving our 2025 aspirational representation goals and our efforts to embed inclusion deeper within the organization. Some key highlights for the year include: unconscious bias training for people managers; focused on diverse hiring practices; and grew our ERG global representation. NXP now has nine primary ERGs, with 27 chapters represented in Asia, Europe, Mexico, and the United States. In September 2023, NXP was recognized as one of the three finalists for the Global Semiconductor Alliance (GSA) Women’s Leadership Initiative (WLI) Designing the Difference Award. This award recognizes companies who are making a significant and measurable impact on advancing the industry through diversity and inclusion.

Approach

NXP’s approach to diversity, equality and inclusion is centered around leadership commitment and ownership; building and sustaining a qualified, diverse talent pipeline and equitable processes; and fostering an inclusive

SUSTAINABILITY

culture and a sense of belonging to attract and retain the best talent by welcoming and embracing our team members’ diversity and fostering respect for everyone’s differences, leveraging the diversity of thought and life experiences and cultivating a collaborative work environment where team members feel valued and are comfortable being their true selves. We have a NXP Diversity, Equality and Inclusion Policy that outlines our key belief that every team member should be treated with respect.

We also support and adhere to all diversity-related legal and compliance requirements, which vary by country.

Representation Goals

To support our diversity, equality and inclusion approach and demonstrate our commitment to transparency and accountability, we have established the aspirational 2025 diversity, equality and inclusion goals listed below to improve gender representation globally and minority race and ethnicity representation in the United States. We saw an increase in the representation of women in R&D positions, but remained flat or slightly under the prior year results in the other categories. We continue to focus on hiring, developing, and retaining team members across all global sites to meet our 2025 representation goals. While we present gender representation data by men and women, we acknowledge this is not fully encompassing of all gender identities.

2025 Diversity, Equality and Inclusion Goals

40% Women in Overall Global Workforce

30% Women in Global IDL Workforce

20% Women in Executive Positions

25% Women in R&D Positions

50% Minority Representation in the United States

2023 Diversity, Equality and Inclusion Performance

36%
Women in Overall Global Workforce

25%
Women in Global IDL Workforce

16%
Women in Executive Positions4

20%
Women in R&D Positions

52%
Minority Representation in the US5

Gender Representation

At NXP, women represent 36% of our global workforce as of December 31, 2023, and we continue to strive for noticeable improvements in hiring women across all global sites. Additionally, we are committed to increasing, developing and promoting more women into technical and leadership positions within our organizations.

To that end, subject to applicable law, we monitor gender statistics globally, across all roles, and look for continuous improvements, which include an evaluation of the practices at the country level. Each country's leadership team ensures focus on how to ensure we are striving to make improvements, where needed.

Race and Ethnicity Representation

In the United States, we monitor race and ethnicity representation to ensure we are attracting, retaining and developing diverse team members.

A breakdown of NXP’s United States population, as of December 31, 2023 and detailed information related to NXP's team member population demographics can be found in NXP's 2023 Corporate Sustainability Report. The Corporate Sustainability Report is expressly not part of this proxy statement.

Compensation and Benefits

NXP’s competitive compensation and benefits programs are designed to attract the best talent as well as drive and reward the best performance across all areas of our diverse workforce.

Compensation

NXP provides team members with total rewards packages consisting of base salary and short-term incentives for all team members as well as equity-based long-term incentives for team members where long-term retention is appropriate.

Rewarding performance is a critical element of our overall program. NXP is committed to managing all reward-based compensation programs, including merit increases, Annual Incentive Program (AIP) payouts, Sales Incentive

4 Executive positions are defined as individuals at the level of Vice President and above.

5 Minority representation includes employees who self-identify as Asian, Hispanic or Latino, Black or African American, American Indian or Alaska Native, Pacific Islander or two or more races. We also include within minority representation employees who have not self-identified an ethnicity.

SUSTAINABILITY

Program (SIP) payments and long-term incentive awards, to deliver on our pay-for-performance philosophy. Since 2022, we have linked a portion of our executive and team-member compensation to our ESG goals.

NXP has policies and procedures in place to promote pay equity. We perform pay reviews twice a year, alongside NXP's rewards processes, to ensure we are delivering pay decisions with an appropriate focus on fairness. We developed this proactive process to evaluate each reward-based compensation program in real time, to provide leaders with feedback to create more visibility into fair and equitable compensation while decisions are being made. We also analyze potential compensation recommendations or changes within functional areas and departments in order make appropriate adjustments and promote pay equity. Summarized results of this analysis are presented to our CEO and Chief Human Resources Officer, reflecting our commitment to evaluate compensation-related decisions based on a variety of factors, including, where applicable, gender, race and ethnicity. 

We believe that pay decisions should be made based on three factors: external considerations (i.e., market conditions), employee performance/contributions and internal equity. NXP utilizes third-party data to formulate compensation and benefits programs that are fair, equitable and competitive. We then empower leaders to recognize both individual and team accomplishments through a variety of compensation programs. Each year, we conduct a formal assessment of the individual's specific achievements and the demonstrated behaviors – consistent with our values – to deliver those achievements through our Enabling Performance process.

Benefits

In 2023, NXP introduced Wellbeing@NXP, aimed at helping our team members maintain their physical health, mental health and financial well-being through our various programs offered at the local level. Through an app-based portal, we support challenges throughout the year and provide daily tips, journeys and online programs for employees to maintain their well-being.

NXP offers a wide range of global benefits that may include an employee stock-purchase plan (where eligible team members can purchase NXP shares through payroll deductions at 85% of fair market value), life insurance, business-travel accident insurance, personal accident insurance, paid maternity and paternity leave, personal time off, tuition reimbursement, certain local allowances and other employee-assistance programs.

We also offer a global Flexible Work Arrangement program, which offers eligible team members the ability to work a combination of onsite and remotely. Although our way of working focuses on meaningful face-to-face interactions, we have incorporated flexibility into our work arrangements in a way that allows us to maintain the focus on strong and effective teamwork, collaboration, and community.

In some countries, we also support part-time work schedules, helping to support the overall well-being—and greater work-life balance—for our team members.

Talent Development & Growth Opportunities

NXP has a long history of empowering our team members to develop their skill sets and expand their capabilities.

NXP is committed to continuous learning, including mechanisms for learning through on-the-job development experiences (70%), through others (20%), and through formal education (10%). We believe that by utilizing the 70/20/10 model, team members can achieve new levels through experience, collaboration, and education. Using a blend of internally designed and externally sourced courses and learning resources, we offer our team members around the globe a variety of training programs that provide real-time learning opportunities in support of key business processes, requirements, and initiatives. We also provide a library of on-demand skills development and microlearning resources to all our team members.

Future Talent

NXP’s strong commitment to our new-in-career and internship programs is a key contributor to developing the next generation of talent, including engineers, in our industry and our company. In addition to recruiting interns, working students and new college graduates for engineering roles, the Company also hires for general and administrative positions in Finance, Human Resources, Sales and other areas.

Interns

Our internship programs focus on the technical advancement and skills development students need as they prepare to enter the professional workforce. In 2023, we continued to welcome university students to NXP. We granted more than 1,380 internships to university students and converted 48% of our interns into NXP team members as new college graduates.

New College Graduates

Our internship programs build a highly capable and energetic pipeline of new college graduates. In 2023, we were pleased to welcome more than 910 IDL new college graduates, a slight decrease compared to the 1,070 new college graduates we hired in 2022. These hires represent 44% of our overall IDL hiring activity, in which 36% of new college graduate hires were women and 76% were underrepresented minorities in the US.

SUSTAINABILITY

University Partnerships and Engagement

Through our partnerships with universities across the world, we fund and support advanced research programs and projects that demonstrate our commitment to invest in people as well as technology. Quite often, these partnerships translate into new and exciting solutions for our customers and markets. 

To drive deeper awareness and engagement with our university partnerships, NXP maintains a University Relations Council, which has the goal of driving a coherent and aligned approach toward university partnerships by linking recruitment, global sales and marketing and R&D programs. In 2023, we strengthened this global and local collaboration and successfully implemented many initiatives and activities.

In 2023, we took a diversified approach to university funding and support. This allowed us to support advanced research programs and sponsorships as well as encourage innovation that helps to make a difference. For example, the NXP Foundation gave major donations to the Graz University of Technology (Austria), the Eindhoven University of Technology (Netherlands), Arizona State University (Arizona), Maricopa Community College (Arizona), Prairie View Agricultural and Mechanical University (Texas) and Austin Community College (Texas).

Community Outreach

We believe in making a positive difference in the communities where we live and work. We are committed to supporting these efforts worldwide and encourage our team members to give generously of their time, resources and talents to impact our communities. Many major NXP sites have their own volunteer and donation programs focusing on topics such as education, poverty, hunger, health and well-being within their respective communities.

Social Responsibility

NXP recognizes that our operations can impact the human rights of our team members, workers in our supply chain and the people in our host communities. We respect human rights through our own actions and decision-making and we expect our suppliers and partners to do the same.

In 2023, to identify potentially adverse human-rights impacts and put in place prevention and mitigation measures, NXP reviewed and updated its Human Rights Due Diligence Management System. The management system helps ensure NXP implements a human-rights and environmental due-diligence program that will continually identify and address the salient human-rights risks of NXP’s business and operations, as well as the risks of our value chain.

Supply Chain Due Diligence

NXP works collaboratively with suppliers to help them achieve and maintain our standards and expectations. Our preference is to work with suppliers to address potential deficiencies by helping them develop and implement a corrective action plan. In 2023, we completed 15 supplier audits and two labor-agent audits. From our supplier audits, we identified a total of 537 nonconformances. We closed 427 of those nonconformances, yielding a closure rate of 80%.

Since 2013, when we began our Corporate Social Responsibility and Human Rights Audit Program, we have conducted 201 supplier audits. That includes labor-agent audits as well as verification audits, which began in 2014.

Health and Safety

We continuously assess safety risks to ensure they are mitigated where possible. We are certified to ISO 45001, the Occupational Health and Safety Management System, and have developed robust Health and Safety programs and initiatives to safeguard our team members, partners and visitors.

We maintained a low Total Case Incident Rate (TCIR) of 0.10 in 2023 and remain well below the semiconductor-industry averages published by the Semiconductor Industry Association (SIA) and the European Semiconductor Industry Association (ESIA), which, based on the latest data available, ranges from 0.35 to 1.56. NXP's low injury rate is attributed to the robust Health and Safety programs and training we have in place at all our manufacturing sites and our EHS awareness initiatives at many of our office and R&D sites.

ITEM 1: ADOPTION OF THE 2023 STATUTORY
ANNUAL ACCOUNTS

The Company has prepared two sets of financial statements, one based on accounting principles generally accepted in the United States of America (“US GAAP”) and filed with the SEC in the 2023 Annual Report on Form 10-K, and one based on Dutch law and International Financial Reporting Standards as adopted by the European Union (the “2023 Statutory Annual Accounts”).

For internal and external reporting purposes, the Company prepares financial statements based on US GAAP. However, as a public limited liability company incorporated under the laws of the Netherlands, the Company is required by Dutch law to prepare the 2023 Statutory Annual Accounts and submit them to the Annual General Meeting for adoption. The report of Ernst & Young Accountants LLP (“E&Y”) for the fiscal year ended December 31, 2023 and the 2023 Statutory Annual Accounts are included in the 2023 statutory annual report (the “2023 Statutory Annual Report”), which is published on the Company’s investor relations website (http://investors.nxp.com) and available at the principal offices of the Company.

THE BOARD RECOMMENDS A VOTE “FOR” THE ADOPTION OF THE 2023 STATUTORY ANNUAL ACCOUNTS.

ITEM 2: DISCHARGE OF THE MEMBERS OF THE BOARD
OF DIRECTORS FOR THEIR RESPONSIBILITIES IN THE 2023 FINANCIAL YEAR

It is proposed to discharge the members of the Board, in accordance with Dutch law, for the performance of their respective duties in the financial year 2023. The proposed discharge only covers the matters that are disclosed in the 2023 Statutory Annual Report or otherwise publicly disclosed at the time the resolution to discharge is adopted.

THE BOARD RECOMMENDS A VOTE “FOR” THE PROPOSAL TO DISCHARGE THE MEMBER OF THE BOARD FOR THEIR RESPONSIBILITIES IN THE FINANCIAL YEAR ENDED DECEMBER 31, 2023.

ITEM 3: RE-APPOINTMENT OF DIRECTORS

The Company has a one-tier board structure, consisting of one or more executive directors and non-executive directors. The Board currently consists of ten directors, one executive director and nine non-executive directors. The number of executive and non-executive directors is determined by the Board.

If each nominated director discussed below is appointed at the AGM, the Board will consist of ten directors.

Under our Articles of Association and Dutch corporate law, the directors are collectively responsible for the management, general and financial affairs and policy and strategy of our Company. Our executive director (who serves as our President and Chief Executive Officer) is responsible for the day-to-day management of the Company and for the preparation and execution of Board resolutions, to the extent these tasks are not delegated to a committee of the Board. Our Chief Executive Officer or all directors acting jointly may represent the Company with third parties.

Consistent with our Articles of Association and Dutch law, the executive director and non-executive directors are appointed by the general meeting of shareholders upon a binding nomination by the Board. The Board has nominated the ten directors listed below for re-appointment to serve until their term expires at the end of the 2025 Annual General Meeting, or until their appointment is terminated in accordance with the Articles of Association. The binding nominations by the Board are made in accordance with Section 14.4 of the Articles of Association. The shareholders at an annual general meeting may at all times overrule the binding nature of such a nomination by a resolution adopted by at least a two-thirds majority of the votes cast, provided such majority represents more than half of our issued and outstanding share capital. If the nomination is not overruled, the nominated member of the Board shall be appointed. If the nomination is overruled, the Board may then make a new nomination. If a nomination has not been made or has not been made in due time, this shall be stated in the notice and the general meeting of shareholders shall be free to appoint a member of the Board at its discretion. The latter resolution of the general meeting of shareholders must also be adopted by at least two-thirds majority of the votes cast, provided such majority represents more than half of our issued share capital.

ITEM 3: (RE-)APPOINTMENT OF DIRECTORS

Our directors are appointed for one year and will be, if nominated by the Board, re-electable each year at a general meeting of shareholders. Our directors may be suspended or dismissed at any time by the general meeting of shareholders. A resolution to suspend or dismiss a director must be adopted by at least a two-thirds majority of the votes cast, provided such majority represents more than half of our issued share capital unless the proposal to suspend or dismiss a director is made by the Board, in which case resolutions shall be adopted by a simple majority of votes cast. An executive director can also be suspended by the Board.

If appointed, each director’s term begins at the annual general meeting at which he or she is appointed and, unless such director resigns or is dismissed at an earlier date, his or her term of office ends immediately after the next annual general meeting held after his or her appointment.

The Board and the Nominating, Governance and Sustainability Committee have carefully considered the experience, structure, culture, diversity, operation, interactions, collaboration and performance of the current Board; the talents, expertise and contributions of individual directors; the growth and creation of shareholder and other stakeholder value under the Board’s leadership; the continued evolution of the Company; the Board’s critical role in continuing to develop and lead the strategic direction of the Company; the continued change and consolidation in the semiconductor industry; anticipated future challenges and opportunities facing the Company; and the Board’s ongoing commitment to ensuring the long-term sustainability of the Company to the benefit of shareholders and other stakeholders.

The Board and the Nominating, Governance and Sustainability Committee also believe that, at the current time, fostering continuity on the Board by nominating ten current directors for re-appointment is instrumental to the ongoing execution of our mission and strategy as well as the delivery of sustainable long-term value to shareholders while also serving the interests of our other stakeholders. Based on these considerations, among others, NXP’s Board recommends a vote “FOR” the appointment of each director. The persons named as proxies intend to vote the proxies for the election of these nominees to the Board.

Each of the proposed appointments is considered a separate voting item under Dutch law. Information concerning each of the ten nominated directors is set forth below. All nominees have consented to act as directors if appointed at the AGM. This Item 3 comprises the “explanatory notes” to the agenda of the Annual General Meeting as referred to in Section 25.5 of the Articles of Association.

In accordance with the recommendation of the Nominating, Governance and Sustainability Committee, the Board has unanimously adopted resolutions to nominate the persons set forth below for director. Our nominees for director, their ages, principal occupations or positions, experience and the year first elected as a director, are described below. None of the nominees are related by blood, marriage or adoption to each other or to any other director or to any executive officer of NXP or its subsidiaries. Except for Mr. Kurt Sievers, who is currently executive director, president and chief executive officer, no nominee for director has been an employee of the Company within the past five years.

Board Diversity Matrix

(As of April 15, 2024)


Country of Principal Executive Offices:	The Netherlands
Foreign Private Issuer	No
Disclosure Prohibited under Home Country law	No
Total Number of Directors	10
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	4	6	0	0
Part II: Demographic Background
African American or Black	0	1	0	0
Asian	0	1	0	0
White	4	4	0	0

ITEM 3: (RE-)APPOINTMENT OF DIRECTORS

Note that the table above, in accordance with NASDAQ disclosure requirements, describes the board diversity characteristics of the members of the Board as of the date of this proxy statement.

Nominees for Director

THE BOARD RECOMMENDS A VOTE "FOR" THE APPOINTMENT OF EACH NOMINEE FOR DIRECTOR LISTED BELOW.

Kurt Sievers

Executive Director, President & CEO of NXP


			Kurt Sievers (1969, German) is executive director, president and chief executive officer since May 2020, after a successful track record as the president of NXP, overseeing all the company’s business lines, since 2018. Mr. Sievers joined NXP in 1995, and rapidly moved through a series of Marketing & Sales, Product Definition & Development, Strategy and General Management leadership positions across a broad number of market segments. He has been a member of the executive management team since 2009, where he has been instrumental in the definition and implementation of the NXP High-Performance Mixed Signal strategy. In 2015, Mr. Sievers was influential in the merger of NXP and Freescale Semiconductor. Mr. Sievers serves on the board of the German National Electrical and Electronics Industry Association (ZVEI), the Global Semiconductor Alliance (GSA) and Capgemini S.E. Mr. Sievers served as president of ESIA (European Semiconductor Industry Association) from December 2021 until December 2023. He chaired the advisory board of the international trade-fair Electronica until June 2021. He is also president of AENEAS, an industrial association for application and technology research in Europe on nano-electronics. Mr. Sievers serves as a member of the Asia-Pacific-Committee of German Business (APA) and as a member of the board at the German Asia-Pacific Business Association (OAV), acting as the spokesperson for the Republic of Korea. Mr. Sievers earned a master’s degree in physics and information technology from Augsburg University, Germany.
Executive Director Director since 2020 Age 55 Other Current Public Boards: •Capgemini S.E. Key Qualifications and Expertise: •International Experience •Executive Leadership •Industry and Technology Experience •Strategic Planning, Growth, Mergers & Acquisition •Manufacturing and Operations •Human Capital/Talent Development •IT and Cybersecurity

ITEM 3: (RE-)APPOINTMENT OF DIRECTORS

Annette Clayton

Chairwoman, Schneider Electric North America


			Annette Clayton (1964, American) was appointed a non-executive director of our board of directors effective May 2021. Ms. Clayton is the chairwoman of Schneider Electric North America, a region of Schneider Electric, a multinational firm specializing in energy management and automation solutions. From 2016 through December 2023, Ms. Clayton was the chief executive officer of Schneider Electric North America. Through December 2019, Ms. Clayton also held the title of chief supply chain officer for Schneider Electric and led the transformation of its $13 billion global supply chain operation for seven years, and from 2011 to 2016 led the environmental and social governance function. She is also a member of the Schneider Electric’s executive committee. From 2006 to 2011, Ms. Clayton led Dell Inc.’s supply chain transformation and oversaw the global manufacturing and fulfillment operation. She was also responsible for the Americas’ commercial order management and customer care operations. From 1983 to 2006, Ms. Clayton worked at General Motors Corporation in senior management roles in engineering and production, including president, at Saturn Corporation. Ms. Clayton is a member of the board of directors of the National Electrical Manufacturers Association and the National Association of Manufacturers. She serves on the board of Duke Energy Corporation, Nordson Corporation and the boards of Schneider Electric’s Energy-as-a-Service joint ventures, AlphaStruxure, GreenStruxure, Uplight Inc., QMerit, EVConnect, EnergySage, and Autogrid. Ms. Clayton has been nominated to serve on the board of directors of Oshkosh Corporation, subject to shareholder approval in May 2024. She previously served on the board of Polaris Inc. until April 2021.
Independent Non-Executive Director Director since 2021 Age 60 Board Committees: •Audit Committee •Human Resources and Compensation Committee Other Current Public Boards: •Duke Energy Corporation •Nordson Corporation •Oshkosh Corporation (subject to shareholder approval May 2024) Key Qualifications and Expertise: •International Experience •Executive Leadership •Industry and Technology Experience •Strategic Planning, Growth, Mergers & Acquisition •Corporate Governance, Legal, Global Compliance Experience •Manufacturing and Operations •Risk Management •Human Capital/Talent Development •IT and Cybersecurity •ESG Expertise

Anthony Foxx

Former United States Secretary of Transportation


			Anthony Foxx (1971, American) was appointed a non-executive director of our board of directors effective May 2021. Since 2023, Mr. Foxx serves as the Emma Bloomberg Professor of the Practice of Public Leadership at the Harvard Kennedy School. From October 2018 to January 2022, Mr. Foxx served as the chief policy officer and senior advisor to the president and chief executive officer of Lyft. Prior to joining Lyft Inc., he served as a managing partner of related infrastructure, the infrastructure development group of Related Companies, a real estate firm, from December 2017 to October 2018. From July 2013 to January 2017, Mr. Foxx served as the seventeenth United States Secretary of Transportation. He served as the mayor of Charlotte, North Carolina from 2009 to 2013 and as a Charlotte City council member at-large representative from 2005 to 2009. Mr. Foxx also has held a variety of legal positions in the public and private sectors. Mr. Foxx serves on the board of directors of Martin Marietta Materials Inc. and CDW Corporation. He holds a Doctor of Law (J.D.) from New York University School of Law, and a Bachelor of Arts (B.A.), History, from Davidson College.
Independent Non-Executive Director Director since 2021 Age 52 Board Committees: •Nominating, Governance and Sustainability Committee (Chair) Other Current Public Boards: •CDW Corporation •Martin Marietta Materials Inc. Key Qualifications and Expertise: •Executive Leadership •Industry and Technology Experience •Strategic Planning, Growth, Mergers & Acquisition •Financial, Audit & Accounting Expertise •Risk Management •ESG Expertise

ITEM 3: (RE-)APPOINTMENT OF DIRECTORS

Moshe Gavrielov

Former President and CEO of Xilinx, Inc.


			Moshe Gavrielov (1954, United States and Israel) was appointed a non-executive director of our board of directors effective May 2023. Mr. Gavrielov served as president and CEO of Xilinx Inc. from January 2008 to January 2018, and as director of Xilinx Inc. from February 2008 to January 2018. Prior to that, he served at Cadence Design Systems Inc. as executive vice president and general manager of the verification division from April 2005 to November 2007, and CEO of Versity Ltd. from March 1998 to April 2005. He also served at a variety of executive management positions in LSI Logic Corp. for nearly 10 years, and engineering and engineering management positions in National Semiconductor Corporation and Digital Equipment Corporation. Since 2019, Mr. Gavrielov has served on the board of Taiwan Semiconductor Manufacturing Company Limited. In addition, Mr. Gavrielov is the chair of SiMa Technologies Inc. and Foretellix Ltd. He holds a bachelor's degree in electrical engineering and a master's degree in computer science from Technion-Israel Institute of Technology.
Independent Non-Executive Director Age 69 Board Committees: •Human Resources and Compensation Committee •Nominating, Governance and Sustainability Committee Other Current Public Boards: •Taiwan Semiconductor Manufacturing Company Limited Key Qualifications and Expertise: •International Experience •Executive Leadership •Industry and Technology Experience •Strategic Planning, Growth, Mergers & Acquisitions •Corporate Governance, Legal, Global Compliance Experience •Financial, Audit

SEC Form DEF 14A filed by NXP Semiconductors N.V.