DEF 14A

DEF 14A 1 d424856ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ 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))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Under Rule 240.14a-12

ON Semiconductor Corporation

(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):


☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders:

The 2022 Annual Meeting of Stockholders of ON Semiconductor Corporation will be held at its principal executive office, located at 5005 East McDowell Road, Phoenix, Arizona 85008, on Thursday, May 26, 2022 at 8:00 a.m., local time, for the following purposes:

Items of Business

To elect ten directors nominated by our Board of Directors

To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2022

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To vote on an advisory (non-binding) resolution to approve the compensation of our named executive officers

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To transact such other business as may properly come before the meeting and any adjournment or postponement of the meeting

Record Date

The Board of Directors of ON Semiconductor Corporation has fixed the close of business on March 29, 2022 as the record date for determination of stockholders entitled to notice of, and to vote at, the 2022 Annual Meeting of Stockholders or any adjournment or postponement thereof. For 10 days prior to the 2022 Annual Meeting of Stockholders, a list of stockholders entitled to vote at such meeting will be available for inspection in the office of the Law Department of ON Semiconductor Corporation, located at 5005 East McDowell Road, Phoenix, Arizona 85008, between the hours of 8:30 a.m. and 5:00 p.m., local time, each weekday. Such list will also be available at the 2022 Annual Meeting of Stockholders. Directions to the meeting location and related information may be found on our website at www.onsemi.com/annualmeeting.

Proxy Voting

Your vote is very important to us. We are providing access to our proxy materials online under the U.S. Securities and Exchange Commission’s “notice and access” rules. As a result, instead of mailing a paper copy of this proxy statement and our 2021 annual report to stockholders, we are mailing a notice to many of our stockholders that contains instructions on how to access documents online and how stockholders can receive a paper copy of our materials, including this proxy statement, our 2021 annual report to stockholders and a proxy card. Those stockholders who do not receive a notice, including stockholders who have previously requested to receive paper copies of our proxy materials, will receive a paper copy of our proxy materials by mail unless they have previously requested delivery of such materials electronically.

Sincerely yours,

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Hassane El-Khoury

President and Chief Executive Officer

April 6, 2022

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE ANNUAL STOCKHOLDERS MEETING TO BE HELD ON MAY 26, 2022.

The Company’s proxy statement for the 2022 Annual Meeting of Stockholders, its annual report

to stockholders for the fiscal year ended December 31, 2021 and the proxy card are available at

www.onsemi.com/annualdocs.

TABLE OF CONTENTS


PROXY STATEMENT			1


2022 Annual Meeting of Stockholders			1


Proxy Materials Are Available on the Internet			1


Voting Your Shares			1


Proof of Ownership Required for Attending Meeting in Person			2


Proposals and Board Recommendations			2


Record Date and Quorum			3


Required Vote			3


Revocation of Proxies			3


MANAGEMENT PROPOSALS			4


Proposal No. 1: Election of Directors			4


Director Nominees			4


Proposal No. 2: Advisory (Non-Binding) Resolution to Approve Named Executive Officer Compensation			10


Proposal No. 3: Ratification of Selection of Independent Registered Public Accounting Firm			11


THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			13


Board Diversity			13


Considerations for Independence Determinations			14


Committees of the Board			16


2021 Compensation of Directors			20


Majority Voting for Directors			21


Other Board Matters			22


Corporate Governance Principles			24


Ethics and Compliance Program			26


Code of Business Conduct			28


Legal Compliance			29


COMPENSATION DISCUSSION AND ANALYSIS			30


COMPENSATION COMMITTEE REPORT			48


COMPENSATION OF EXECUTIVE OFFICERS			49


Summary Compensation Table			49


Grants of Plan-Based Awards in 2021			51


2021, 2020 and 2019 Awards of Equity			52


Other Material Factors — Summary Compensation Table and Grants of Plan-Based Awards in 2021 Table			56


Outstanding Equity Awards at Fiscal Year-End 2021			56


2021 Option Exercises and Stock Vested			57


Employment, Severance and Change in Control Arrangements			57


Potential Payments Upon Termination of Employment or Change in Control			60


ONSEMI 2021 PAY RATIO DISCLOSURE			67


HEDGING RESTRICTIONS			68


HUMAN CAPITAL AND COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			68


AUDIT COMMITTEE REPORT			69


PRINCIPAL STOCKHOLDERS			70


SHARE OWNERSHIP OF DIRECTORS AND OFFICERS			71


SHARE-BASED COMPENSATION PLAN INFORMATION			72


RELATED PARTY TRANSACTIONS			72


MISCELLANEOUS INFORMATION			72


Solicitation of Proxies			72


Annual Report/Form 10-K			73


Stockholders Sharing the Same Address			73


Other Business			73


Stockholder Communications with the Board of Directors			73


Stockholder Nominations and Proposals			73

onsemi 2022 Proxy Statement i

LOGO

5005 East McDowell Road

Phoenix, Arizona 85008

PROXY STATEMENT

This proxy statement and the accompanying notice and proxy card are furnished in connection with the solicitation by the Board of Directors (the “Board” or “Board of Directors”) of ON Semiconductor Corporation (“we,” “onsemi” or the “Company”) of proxies to be used at our 2022 Annual Meeting of Stockholders and at any adjournment or postponement thereof (the “Annual Meeting”).

2022 Annual Meeting of Stockholders

Date and Time: Thursday, May 26, 2022, at 8:00 a.m., local time

Location: 5005 East McDowell Road, Phoenix, Arizona 85008

Record Date: The Board of Directors has fixed the close of business on March 29, 2022 as the record date for determination of stockholders entitled to notice of, and to vote at, the Annual Meeting (the “Record Date”).

Proxy Materials Are Available on the Internet

In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”), we are furnishing proxy materials to our stockholders primarily via the internet instead of mailing printed copies of those materials to each stockholder. Unless you elected to receive printed copies of our proxy materials in prior years, you will receive a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) by mail, or if you so elected, by electronic mail. The Internet Notice will tell you how to access and review our proxy materials and how to vote your shares after you have reviewed our proxy materials. If you received the Internet Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions included in the Internet Notice. The Internet Notice is first being sent, and the proxy statement and form of proxy card relating to the Annual Meeting are first being made available, to stockholders on or about April 6, 2022.

As onsemi is committed to creating a cleaner, smarter world, we would like to emphasize that stockholders may elect to receive proxy materials, annual reports and other stockholder communications via electronic mail (“e-Delivery”). Not only is this a way to mitigate the natural resource consumption, paper waste and cost associated with the printing and mailing of such materials and the Internet Notice, but it also will allow stockholders to receive such items sooner than via regular mail. If you are interested in signing up for e-Delivery, please follow the instructions contained in the Internet Notice.

Voting Your Shares

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SEC Form DEF 14A filed by ON Semiconductor Corporation