nxpi-20250429

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

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NXP Semiconductors N.V.

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NOTICE OF AND AGENDA FOR 2025
ANNUAL GENERAL MEETING OF SHAREHOLDERS

April 29, 2025

Dear Shareholders:

I invite you to attend the 2025 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, June 11, 2025 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 2024 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, 2024
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 EY Accountants B.V. as our independent auditors for the fiscal year ending December 31, 2025
Item 9			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 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 28, 2025. 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 14, 2025. We will begin mailing the proxy materials or Notice of Internet Availability of Proxy Materials, as applicable, to our shareholders on or about May 21, 2025. If you recieve a Notice of Internet Availability but would prefer to recieve printed proxy materials, please follow the instructions included in the notice.

At the Annual General Meeting we will also present the consolidated financial statements and independent auditors’ report for the fiscal year ended December 31, 2024. 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.

As announced in our Form 8-K filed with the SEC on April 28, 2025, on April 23, 2025, Kurt Sievers, our President and CEO, provided notice that he would voluntarily retire as CEO and executive director on October 28, 2025. Following its

CEO succession planning process, the Board unanimously appointed Rafael Sotomayor to succeed Mr. Sievers as President, effective April 28, 2025 and designated Mr. Sotomayor as CEO and temporary executive director of the Company effective as of October 28, 2025, the date of retirement of Mr. Sievers from his CEO and executive director role. Mr. Sotomayor previously served as the Company’s executive vice president and general manager of Secure Connected Edge and a member of the Company’s executive management team since 2020. Upon Mr. Sotomayor’s designation as CEO, Mr. Sievers will serve as a strategic advisor to the Company through December 31, 2025 to assist in the leadership transition.

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 June 11, 2025

This proxy statement, the notice, our 2024 Annual Report on Form 10-K and the 2024 Statutory Annual Report are available on proxyvote.com and 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			13
Health and Safety			13

ITEM 1: ADOPTION OF THE 2024 STATUTORY ANNUAL ACCOUNTS			14

ITEM 2: DISCHARGE OF THE BOARD OF DIRECTORS FOR THEIR RESPONSIBILITIES IN THE 202 4 FINANCIAL YEAR			14

ITEM 3: RE-APPOINTMENT OF DIRECTORS			14
Nominees for Director			16
Nominee Skills and Experience			21
Director Independence			22

HOW OUR BOARD GOVERNS AND IS GOVERNED			22
Rules Governing the Board			22
Board Leadership and Role in Risk Oversight			23
Meetings of NXP’s Board			24
NXP’s Board Committees			24
Audit Committee			25
Human Resources and Compensation Committee			26
Nominating, Governance and Sustainability Committee			26
Setting and Overseeing Strategy			26
Risk Oversight			27
Board Education			29

HOW OUR DIRECTORS ARE SELECTED AND EVALUATED			29
Consideration of Director Nominees			29
Skills and Experience			30
Board Refreshment			30

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			30

HOW OUR DIRECTORS ARE COMPENSATED			30
Non-Executive Director Compensation for 2024			30

ITEM 4: AUTHORIZATION OF THE BOARD TO ISSUE ORDINARY SHARES AND GRANT RIGHTS TO ACQUIRE ORDINARY SHARES			32

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			32


ITEM 6: AUTHORIZATION OF THE BOARD TO REPURCHASE ORDINARY SHARES OF THE COMPANY			33

ITEM 7: AUTHORIZATION OF THE BOARD TO CANCEL THE COMPANY’S ORDINARY SHARES HELD OR TO BE ACQUIRED			33

ITEM 8: RE-APPOINTMENT OF EY A CCOUNTANTS B.V. AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025			34


ITEM 9 : NON-BINDING, ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION			35

EXECUTIVE OFFICERS			36

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			38

EXECUTIVE COMPENSATION			40
Compensation Discussion & Analysis			40
Shareholder Engagement and Results of 202 4 Advisory Vote on Executive Compensation			42
Compensation Philosophy			43
Key Practices in Determining Executive Compensation			44
Key Components of Our Executive Compensation Program			45
Peer Group Analysis and Benchmarking			46
202 4 Compensation Decisions			47






Executive Share Ownership Guidelines			54
Other Practices & Guidelines			54
Employment Arrangements of Named Executive Officers			54
Key Policies and Practices			55
Compensation Practices and Risk			55
Governance			56
Human Resources and Compensation Committee Report			57
Summary Compensation Table			58
Grants of Plan-Based Awards Table			59
Outstanding Equity Awards at Year-End Table			60
Option Exercises and Stock Vested Table			62
Pension Benefits			62
Potential Payments upon Termination or Change of Control			63
CEO Pay Ratio Disclosure			65
Human Resources and Compensation Committee Interlocks and Insider Participation			66
Equity Compensation Plan Information			71
Pay Versus Performance Disclosure			67

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			70
Related Party Transactions			70

REPORT OF THE AUDIT COMMITTEE			70

DELINQUENT SECTION 16(A) REPORTS			71

THE 202 6 ANNUAL GENERAL MEETING			71

OTHER MATTERS			71

APPENDIX A: Reconciliation of Non-GAAP Measures			72
Forward-looking Statements			76

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, June 11, 2025. 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 14, 2025 (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 April 15, 2025, there were 252,801,803 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 June 4, 2025, 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, the notice and NXP’s 2024 Annual Report on Form 10-K for the year ended December 31, 2024, 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 2024 Statutory Annual Accounts as described in Item 1;

•“For” the discharge of the members of the Board for their responsibilities in the financial year 2024 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 EY Accountants B.V. as our independent auditors for the fiscal year ending December 31, 2025, as described in Item 8;

•“For” the approval, on a non-binding, advisory basis, of the compensation of our Named Executive Officers as described in Item 9.

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. To vote by telephone or over the Internet, follow the instructions provided in the Notice of Internet Availability or proxy card. 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 or Notice of Internet Availability.

•Internet—You may vote by proxy on the Internet until 4:00 p.m. Eastern Time (10:00 p.m. Central European Time) on June 10, 2025. 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 June 10, 2025 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.

GENERAL MATTERS

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 deliver sustainable, profitable growth by bringing intelligent systems to the edge in the automotive and industrial & Internet of Things (IoT) end markets. 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.

CORPORATE GOVERNANCE

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 wide 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

NXP has been committed to corporate responsibility and sustainability within our organization and throughout our stakeholder community since our founding in 2006. As we continue to evolve our sustainability programs, we’re emphasizing two aims: expanding the ways our technologies contribute to a more sustainable world and ensuring our sustainability initiatives are effectively integrated into our business.

We report our progress on our sustainability initiatives 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 responsibility in our business and supply chain. 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.

2024 Highlights


Environmental	Social	Governance
Validated Scope 1, 2 and 3 Emission Reduction Targets with SBTi	Certified as a Great Place to Work in 17 Countries	Completed a Living Wage Gap Analysis for All NXP Team Members
39% Decrease in Scope 1 and 2 Emissions Compared to 2021	90% of Team Members are Proud to Work at NXP	50% of Board Directors have Sustainability Experience
44% Renewable Electricity Use	Expanded Targeted Development Programs for All Team Members	100% of Suppliers Signed the Supplier Code of Conduct Statement
Completed Solar Installations at 4 Sites	Turnover Rate Remains Below Competitive Benchmarks	100% Certified Conflict-Free 3TG Smelters
55% Water Recycled	243 Engineers Received “My First Patent Awards”	Reviewed and Updated the NXP Supplier Code of Conduct
89% Waste Recycled	Achieved an All-Time Low Total Case Incident Rate (TCIR) of 0.07	96% of Team Members Feel NXP is Committed to Ethical Practices

SUSTAINABILITY

Our Aspirations

Our sustainability aspiration is to enable a better, safer, more secure and more sustainable world through innovation. That aspiration has given rise to a series of global goals that inform our efforts and enable us to gauge our performance, celebrate our accomplishments and address opportunities for improvement. Our aspirations include the following:


Innovation	Environment	People	Governance

Design and develop manufacturing technologies that positively impact the planet and society	Ensure efficient and responsible use of natural resources1	Foster an inclusive environment and improve representation of women in our global workforce	Work with our supply-chain partners to reduce their environmental footprint


Develop higher-performing, more energy-efficient products	35% reduction in Scope 1 and 2 emissions by 2027 and 55% by 2030; Carbon neutrality by 2035	Zero tolerance of forced labor and human-rights abuses	Integrate sustainability into our business strategy


	35% reduction in Scope 3 by 2033	Zero workplace injuries


	50% renewable electricity by 20272


	60% wastewater recycled by 2027


	90% waste recycled by 2027

Sustainability Scorecard for 2024

We have, since 2022, connected our sustainability efforts to employee remuneration by adding a sustainability component to our short-term Annual Incentive Plan (AIP). The sustainability component of the AIP contains multiple aspirations that support year-on-year progress toward our long-term environmental and people-related aspirations. The target weighting of the sustainability component is set at 20% of our AIP.

Please reference the "Executive Compensation—Compensation Discussion and Analysis—2024 Compensation Decisions—Annual Incentive Program" section of this proxy statement for a list of our specific 2024 annual sustainability scorecard goals, why we chose them and the progress we made toward meeting those goals over the past twelve months.

Sustainability 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 sustainability matters. The full Board focuses on significant sustainability matters, with Board Committees undertaking oversight of sustainability issues relevant to their responsibilities. NXP has had third-party consultants with sustainability expertise present to the Board of Directors to help the Board make business decisions that best align with sustainable development.

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

•Nominating, Governance and Sustainability Committee – Oversight of policies and practices relating to significant sustainability issues Oversee policies and practices related to sustainability initiatives

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

1 NXP’s 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. This carbon neutrality goal is not aligned with SBTi.

2 We aim to achieve our renewable electricity goal through the use of unbundled renewable energy certificates, power purchase agreements and, in select cases, self-generation. This goal is not aligned with SBTi.

SUSTAINABILITY

◦Review and approve the annual Corporate Sustainability Report as well as other sustainability-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 sustainability reporting

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

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

•Human Resources and Compensation Committee – Oversight of human-capital policies and programs, including the alignment of sustainability goals to incentive-pay programs

◦Oversee alignment of sustainability strategy with compensation programs

◦Assist the Nominating, Governance and Sustainability Committee in setting strategic sustainability aspirations

◦Incorporate sustainability goals into compensation programs and design such programs

The Nominating, Governance and Sustainability Committee receives quarterly updates from representatives of the Sustainability 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 aspirations.

NXP's Sustainability 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 Sustainability 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 People Officer and Chief Operations and Manufacturing Officer. The Sustainability Management Board meets regularly to ensure our sustainability performance is in line with our strategy and aspirations.

SUSTAINABILITY

Environment

As an environmentally responsible manufacturer committed to continuous improvement, we focus on optimizing natural-resource usage, minimizing environmental emissions, enhancing operational efficiency and promoting workplace health and safety. 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

We measure our carbon footprint in accordance with the GHG Protocol, a set of internationally recognized standards for quantifying and reporting GHG emissions. Our reporting encompasses all three of the protocols' defined categories: Scope 1 (direct emissions from owned or controlled sources), Scope 2 (indirect emissions, owned) and Scope 3 (upstream and downstream emissions across the value chain).

Our manufacturing sites generate Scope 1 (direct) emissions, including perfluorinated compounds (PFCs) and heat-transfer fluids (HTFs), and Scope 2 (indirect) emissions, primarily from purchased electricity. While these inputs are essential to semiconductor manufacturing and currently cannot be fully eliminated, we have established reduction targets for both Scope 1 and 2 emissions.

In 2024, we reached a significant milestone by completing the Science Based Targets initiative (SBTi) validation process. This validation reflects our commitment to climate action. Our validated targets include:

•55% reduction in Scope 1 and 2 emissions by 2030 (2021 baseline) - aligned with a 1.5°C pathway

•35% reduction in Scope 3 emissions by 2033 (2022 baseline) - aligned with a well-below 2°C pathway

Due to a combination of factors, including increased purchases of renewable electricity, lower factory utilization and targeted emission-reduction projects, our absolute Scope 1 and 2 emissions decreased 20% compared to 2023.

SUSTAINABILITY

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. Additionally, we completed on-site renewable electricity installations at a few select manufacturing locations to supplement the higher carbon-content energy we purchase.

Electricity

We produce increasingly complex devices 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.

Water Efficiency

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 2024, our absolute water withdrawal decreased by 2% compared to 2023. Semiconductor wafer fabrication represents 66% of our total manufacturing water withdrawal, while assembly and test represent 34%. We recycled 55% of our water and have created a task force to identify 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 2024, we recycled 89% of our total waste (hazardous and non-hazardous), an increase of 3 percentage points compared to 2023. 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.

SUSTAINABILITY

Human Capital Management

Our People: The Heart of NXP

At the heart of NXP’s success is our talented global team of over 33,000, whose expertise, creativity and dedication drive the innovation that sets us apart. We are committed to empowering our team members across the globe by fostering a high-performance, growth-oriented, collaborative and inclusive workplace that enables team members to thrive and contribute to our shared performance.

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 the cornerstone of how we operate, develop our teams and foster innovation. Built on trust and respect, these principles guide every aspect of our talent strategy, from acquisition to development to rewards to succession planning. We encourage our team members to grow their skills and expand their potential. Our global team completed over 260,000 online training courses in 2024. By prioritizing engagement and development, we create opportunities for individuals to progress across a variety of roles, functions and locations – tailored to their unique aspirations and pace.

Our Policies and Programs

Globally, we implement policies and programs designed to attract, engage, and retain top talent centered around key priorities including team member engagement, thought leadership, 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, 2024, we had approximately 33,100 employees, which includes approximately 1,400 employees in our joint venture. Our NXP global workforce spans three regions encompassing 30+ countries and includes approximately 11,600 team members dedicated to the research and development of our products and solutions.

SUSTAINABILITY

Team Member Retention

NXP is dedicated to retaining team members and minimizing turnover by fostering a supportive and engaging work environment. Below, you will find an overview of turnover trends over the past six years.

During calendar year 2024, our voluntary attrition rate was 5.5% of the total population. We continue to drive programs centered around retention actions for strategic roles and top-performing talent, as well as programs targeting all team members including global flexible work arrangements, continuous focus on well-being and consistent communications and business updates.

Team Member Engagement

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

To assess and improve engagement, we consistently invite team members to share their feedback through the Winning Culture Survey, which covers various factors such as engagement, ethics and inclusion.

Results have remained high year over year. Ethics remains a key strength, and sentiments around sustainability improved. The majority of the survey items ranked above the seventy-fifth percentile benchmark for the technology sector. Opportunity areas from the results include bolstering confidence in the future, improving communication and addressing barriers in work processes. As we make improvements in these areas and become more transparent, we can build stronger, higher performing teams, thereby strengthening our culture of accountability and performance.

SUSTAINABILITY


Response Rate	Engagement	Great Place to Work	Proud	Valued
87%	86%	86%	90%	85%

External Awards & Recognition

NXP is proud to be recognized globally for our unwavering commitment to engaging, developing, and supporting our team members. These honors underscore our efforts to foster a workplace culture that values trust, collaboration, and growth. Some of the honors received include the following:

•In 2024, NXP continued its partnership with Great Place to Work, inviting team members to share insights that speak to NXP’s workplace culture and team member experience. A great place to work is one where team members trust their managers and leaders, are proud of their work, enjoy collaborating with their colleagues, and experience an engaging workplace environment. To date, NXP holds Great Place to Work awards in all regions: APAC (Greater China, India, Japan, Korea, Malaysia, Taiwan, Thailand); AMER (Mexico, United States); and EMEA (Austria, Belgium, Czechia, France, Germany, Romania, United Kingdom).

•For the sixth year in a row (2019 – 2024), NXP received the Leading Employer Award in Austria

•NXP was selected as a 2024 Top 100 Global Innovators by Clarivate, measuring global innovation

Thought Leadership

Investing in R&D

NXP's investment in R&D aims to enhance the connected world, targeting edge devices for automotive, industrial, smart home, communications, infrastructure and mobile markets.

Developing Thought Leaders

In 2024, NXP promoted 13% of its R&D team members, naming 52 technical directors, four program directors, four program senior directors, 17 fellows and two senior fellows. These team members were recognized and promoted through a stringent technical evaluation process reviewing performance, contribution and competence development, aligning with the high expectations of our organization. with approximately 11,600 team members dedicated to R&D, representing 37% of the NXP workforce.

Inclusion

At NXP, inclusion is integral to who we are. We value the unique talents, experiences, and perspectives that each team member brings to the workplace. Our inclusion approach is centered around the following:

•Leadership commitment and ownership;

•Building and sustaining a qualified and talent pipeline and robust processes; and

•Fostering an inclusive culture and a sense of belonging to attract and retain the best talent.

NXP values team member engagement in driving inclusion through our Employee Resource Groups (ERGs). Membership is open to all team members, and each ERG has defined missions and executive oversight. Today, we have nine primary ERGs include representation in Asia, Europe and North America. The Human Resources and Compensation Committee of our Board provides oversight of our policies, programs and initiatives focusing on human capital management, including workforce inclusion.

Representation

NXP aspires to attract, develop and retain the best available talent and strives to improve representation and inclusion in our workforce.


Aspirations
40% Women in Overall Global Workforce	30% Women in Global Indirect Labor Workforce	20% Women in Executive Positions	25% Women in R&D Positions

SUSTAINABILITY


2024 Data
36% Women in Overall Global Workforce	26% Women in Global IDL Workforce	17% Women in Executive Positions3	20% Women in R&D Positions

Gender Representation

Women make up 36% of our global workforce. Women are underrepresented in our broader industry and within NXP, therefore we are committed to increasing representation and to the growth, development and advancement of women in technical and leadership positions across NXP.

We track gender representation globally and assess inclusion practices to seek continuous improvement in accordance with applicable laws.

Race and Ethnicity Representation

A breakdown of NXP’s United States population, as of December 31, 2024 and detailed information related to NXP's team member population demographics can be found in NXP's 2024 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 and retain the best talent as well as drive and reward high performance and meaningful contribution across all areas of our workforce.

Compensation

NXP provides team members with a merit-based total rewards packages, including base salary, short-term incentives and equity-based long-term incentives.

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

NXP has policies and procedures in place to evaluate pay equity. We perform pay equity reviews twice a year, alongside NXP's rewards processes, to ensure we deliver pay decisions with an appropriate focus on fairness. We developed this proactive process to evaluate each 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. The summarized results of this analysis are presented to our CEO and Chief People Officer, reflecting our commitment to making compensation-related decisions based only on performance, tenure and skill-related factors

We believe that pay decisions should be made based on four factors: 1) external considerations (i.e., market conditions), 2) team-member performance/contributions, 3) specific knowledge and skills and 4) 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

NXP is committed to providing a comprehensive benefits package that includes various offerings that support the overall health and well-being of our team members.

Talent Development & Growth Opportunities

NXP empowers team members to develop their skills and capabilities. NXP is committed to a 70/20/10 continuous learning model, including mechanisms for learning through on-the-job experiences (70%), learning through others (20%), and learning through formal education (10%). Using a blend of internally designed and externally sourced courses and learning resources, we offer our global team members a variety of training programs in support of key business processes, requirements and initiatives.

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

SUSTAINABILITY

Future Talent

NXP’s dedication to new-in-career and internship programs plays a vital role in cultivating the next generation of talent, including engineers, for our industry and company. In addition to recruiting engineering interns, working students and new college graduates, we also hire for a variety of roles across general and administrative areas, including Finance, Human Resources and Sales.

Interns

Our internship programs focus on the technical advancement and skills development that students need as they prepare to enter the professional workforce. In 2024, NXP granted 1140 internships to university students and converted 58% of these interns into full-time team members.

New College Graduates

NXP's internship programs build a highly capable and energetic pipeline of new college graduates. In 2024, NXP welcomed over 533 new college graduates.

University Partnerships and Engagement

Through the structure of its global University Recruiting (UR) Councils, NXP collaborates with universities worldwide to support advanced collaboration in education, research programs and tutorial projects. In 2024, NXP funded initiatives like EcoCar, National University Students Intelligent Car Race, Artificial Intelligence in Mobility and the NXP Cup.

Community Outreach

NXP is committed to creating a positive impact in the communities where we live and work. We actively support a range of community and non-profit organizations through initiatives that promote STEM education, provide essential items — such as food, clothing and computer equipment — enhance local environments and contribute to blood drives.

Social Responsibility

NXP respects human rights through our own actions and decision-making and expects our suppliers and partners to do the same.

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 2024, we completed 12 supplier audits and four labor-agent audits. From our supplier audits, we identified a total of 337 nonconformances. Of those nonconformances, 244 reached the 90-day maturity mark. We closed 207 of those 244 nonconformances, yielding a closure rate of 85%.

Since 2013, when we began our Corporate Social Responsibility and Human Rights Audit Program, we have conducted 242 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 0.07 in 2024 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 0.29 to 1.37. 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 2024 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 2024 Annual Report on Form 10-K, and one based on Dutch law and International Financial Reporting Standards as adopted by the European Union (the “2024 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 2024 Statutory Annual Accounts and submit them to the Annual General Meeting for adoption. The report of EY Accountants B.V. (the legal successor of Ernst & Young Accountants LLP) for the fiscal year ended December 31, 2024 and the 2024 Statutory Annual Accounts are included in the 2024 statutory annual report (the “2024 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 2024 STATUTORY ANNUAL ACCOUNTS.

ITEM 2: DISCHARGE OF THE MEMBERS OF THE BOARD
OF DIRECTORS FOR THEIR RESPONSIBILITIES IN THE 2024 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 2024. The proposed discharge only covers the matters that are disclosed in the 2024 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, 2024.

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.

Kurt Sievers is standing for re-election but has announced he will be retiring as executive and CEO director effective October 28, 2025. The Board has appointed Rafael Sotomayor to succeed Mr. Sievers as President, effective April 28, 2025 and designated Mr. Sotomayor as CEO and temporary executive director of the Company in accordance with article 18.7 of our Articles of Association as of the retirement of Mr. Sievers on October 28, 2025. The Board intends to nominate Mr. Sotomayor for appointment by the general meeting of NXP as executive director and member of the Board with effect from the date of the annual general meeting of NXP to be held in 2026.

If each nominated director discussed below is appointed at the AGM, the Board will consist of ten directors, and upon the retirement of Mr. Sievers on October 28, 2025, the Board will consist of nine non-executive directors with Mr. Sotomayor serving as a temporary executive director of the Company as per that date.

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 2026 Annual General Meeting, until their appointment is terminated in accordance with the Articles of Association or until their earlier retirement or resignation. 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

ITEM 3: (RE-)APPOINTMENT OF DIRECTORS

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.

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, 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 and chief executive officer, no nominee for director has been an employee of the Company within the past five years.

ITEM 3: (RE-)APPOINTMENT OF DIRECTORS

Nominees for Director

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

Kurt Sievers

Executive Director & CEO of NXP


			Kurt Sievers (1969, German) is executive director 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. From 2018 until April 28, 2025, Mr. Sievers also served as president of NXP. 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 served as president of AENEAS, an industrial association for application and technology research in Europe on nano-electronics from January 2022 until December 2024. 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 56 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

Annette Clayton

Former Chairwoman, Schneider Electric North America


			Annette Clayton (1963, American) was appointed a non-executive director of our board of directors effective May 2021. Ms. Clayton is the former chairwoman, chief executive officer and president 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 $13.4 billion global supply chain operation based in Hong Kong, including the oversight of Schneider Electric’s customer satisfaction & quality, and safety, environment and real estate organizations. Prior to joining Schneider Electric in 2011, Ms. Clayton served in various executive roles at Dell, including vice president global operations based in Singapore. From 1983 to 2006, Ms. Clayton worked at General Motors Corporation in senior management roles , including president of Saturn Corporation. She serves on the board of Duke Energy Corporation, Nordson Corporation and Oshkosh Corporation. Ms. Clayton graduated from Wright State University with a bachelor’s degree in general engineering and obtained a master’s degree in engineering management from the University of Dayton. She has also completed the London Business School executive development program and many of the National Association of Corporate Directors certification programs specifically for cybersecurity and artificial intelligence.
Independent Non-Executive Director Director since 2021 Age 61 Board Committees: •Audit Committee •Human Resources and Compensation Committee Other Current Public Boards: •Duke Energy Corporation •Nordson Corporation •Oshkosh Corporation 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 •Sustainability Expertise

ITEM 3: (RE-)APPOINTMENT OF DIRECTORS

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, and since July 1, 2024, as the Co-Director of the Harvard Kennedy School Center for Public Leadership. 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 53 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 •Sustainability Expertise

Moshe Gavrielov

Former President and CEO of Xilinx, Inc.


			Moshe Gavrielov (1954, American and Israeli) 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 management positions in National Semiconductor Corporation and Digital Equipment Corporation. Mr. Gavrielov serves on the boards of Taiwan Semiconductor Manufacturing Company Limited and Cadence Design Systems Inc. In addition, Mr. Gavrielov is the chair of the board of SiMa Technologies Inc. and Foretellix Ltd. Mr. Gavrielov 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 Director since 2023 Age 70 Board Committees: •Human Resources and Compensation Committee •Nominating, Governance and Sustainability Committee Other Current Public Boards: •Taiwan Semiconductor Manufacturing Company Limited •Cadence Design Systems Inc. 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 & Accounting •Manufacturing and Operations •Risk Management •Human Capital/Talent Development •Sustainability Expertise

ITEM 3: (RE-)APPOINTMENT OF DIRECTORS

Chunyuan Gu

Former President of Asia, the Middle East and Africa regions of ABB Ltd


			Chunyuan Gu (1958, Swedish) was appointed a non-executive director of our board of directors effective June 2022. Mr. Gu has over 30 years of experience working at ABB Ltd., a global pioneering technology leader in electrification and automation serving customers in utility, industry, transportation and infrastructure. Mr. Gu began his career at ABB Corporate Research in Sweden in 1989, and has held various roles and functions in R&D, manufacturing operations and general management. Since 2020, Mr. Gu serves in an advisory capacity as chair of the board of ABB (China) Ltd. From 2017 to 2019, Mr. Gu was a member of the ABB group executive committee and president of the Asia, the Middle East and Africa region. From 2014 to 2017, Mr. Gu served as president and CEO of ABB China. Since 2020, Mr. Gu has served as a non-executive director of CLP Holdings Limited. Since 2021, he has served as senior advisor at Blackstone Ltd. Mr. Gu holds a bachelor of engineering from Shanghai Jiao Tong University and a PhD, school of aeronautics from the Royal Institute of Technology, Stockholm. Mr. Gu is a fellow of IVA, the Royal Swedish Academy of Engineering Sciences.
Independent Non-Executive Director Director since 2022 Age 66 Board Committees: •Audit Committee Other Current Public Boards: •CLP Holdings Limited Key Qualifications and Expertise: •International Experience •Executive Leadership •Industry and Technology Experience •Manufacturing and Operations •Risk Management •Human Capital Talent Development •Sustainability Experience

Lena Olving

Former President and CEO of Mycronic AB


			Lena Olving (1956, Swedish) was appointed a non-executive director of our board of directors effective June 2019. Ms. Olving served as president and CEO of Mycronic AB (listed on Nasdaq OMX Stockholm) from 2013 to 2019, a Swedish high-tech equipment company serving the electronics industry. Before that, Ms. Olving worked at Saab AB, a listed Defence and Security company, as deputy CEO and chief operating officer. Her earlier career also includes various managerial positions within Volvo Car Corporation, in total 25 years, of which 5 years in Asia Pacific and 7 years in the executive management team. Ms. Olving is a board member of Assa Abloy AB, Vestas Wind Systems A/S, Investment AB Latour, chair of the board of Nodica Group AB, and board member of Stena Metall AB. She is a fellow of IVA, the Royal Swedish Academy of Engineering Sciences. She holds a Master of Science in Mechanical Engineering from Chalmers in Gothenburg, Sweden. In January 2018, Ms. Olving was presented H.M. The King’s Medal of the 12th size with blue ribbon for outstanding efforts within Swedish business sector. In October 2019, she was awarded IVA’s Gold Medal for pioneering and outstanding leadership within the tech sector, and in 2023 she received the Gustaf Dalén Goldmedal for her contributions to the fields of engineering and technology.
Independent Non-Executive Director Director since 2019

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