on-20230406

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 Pursuant to §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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

DATE

Thursday,

May 18, 2023

TIME

8:00 a.m.

Local Time

LOCATION

Principal Executive Offices at

5701 North Pima Road

Scottsdale, Arizona 85250

RECORD DATE

March 21, 2023



		Board Recommendation	Page Reference
1	To elect nine directors nominated by our Board of Directors	FOR	4
2	To vote on an advisory (non-binding) resolution to approve the compensation of our named executive officers	FOR	25
3	To vote on the frequency of future advisory votes on executive compensation	1 YEAR	26
4	To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2023	FOR	59

Stockholders will also transact such other business as may properly come before the ON Semiconductor Corporation (the Company) 2023 Annual Meeting of Stockholders (the annual meeting) and any adjournment or postponement of the annual meeting. Only stockholders of record as of the close of business on March 21, 2023 (the record date) are entitled to notice of, and to vote at, the annual meeting or any adjournment or postponement of the annual meeting.

Your vote is very important to us. As in prior years, most stockholders will receive a notice with information on how to access our proxy materials and vote online. You may vote online or by phone as described in your proxy card or voting instruction form. If you receive a paper copy of our proxy materials, you may also vote by returning the proxy card or voting instruction form included in those materials. Even if you plan to attend the annual meeting in person, we encourage you to vote your shares in advance by any of the below methods to ensure that your vote will be represented.

Proxy Voting

ONLINE

Go to www.proxyvote.com

PHONE

Call toll-free 1-800-579-1639

within the U.S., U.S. territories and Canada

MAIL

Sign, date, detach and return a proxy card in the postage-paid

envelope provided

We recommend that you review further information on the process for, and deadlines applicable to, voting, attending the meeting and appointing a proxy under “Questions and Answers About the Proxy Materials, Annual Meeting and Voting” beginning on page 64 of the proxy statement.

Sincerely yours,

Hassane El-Khoury

President and Chief Executive Officer

April 6, 2023

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE STOCKHOLDERS MEETING TO BE HELD ON MAY 18, 2023.

Our proxy statement for the 2023 Annual Meeting of Stockholders and our annual report

to stockholders for the fiscal year ended December 31, 2022 are available at

www.onsemi.com/annualdocs.

ON SEMICONDUCTOR CORPORATION

Proxy Statement

TABLE OF CONTENTS


PROXY STATEMENT SUMMARY			1
2023 Annual Meeting of Stockholders			1
Matters to be Voted On			1
2022 Performance Highlights			1
Proxy Voting Roadmap			2
THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			4
Prop osal No. 1: Election of Directors			4
Our Board at a Glance			5
Overview of our Corporate Governance Practices			11
Board Diversity and Director Qualifications			13
Board Independence and Related Party Transactions			14
Board and Committee Meetings and Attendance			14
Committees of the Board			15
Annual Board and Committee Self-Evaluations			18
Majority Voting for Directors			19
Role of the Board in Risk Oversight			19
Ethics and Compliance Pr o gram			20
Environmental, Social and Sustainability Initiatives			20
Legal Compliance			22
2022 Compensation of Directors			23
COMPENSATION OF EXECUTIVE OFFICERS			25
Proposal No. 2: Advisory Vote to Approve Named Executive Officer Compensation (Say-on-Pay)			25
Proposal No. 3: Advisory Vote on Frequency of Future Say-on-Pay Votes			26
Compensation Discussion and Analysis			26
Human Capital and Compensation Committee Interlocks and Insider Participation			41
Compensation Committee Report			41
Summary Compensation Table			42
Grants of Plan-Based Awards in 2022			43
Other Material Factors — Summary Compensation Table and Grants of Plan -Based Awards in 2022 Table			44
Outstanding Equity Awards at Fiscal Year-End 2022			44
2022 Stock Vested			46
Employment, Severance and Change in Control Agreements			46
Potential Payments upon Termination of Employment or Change in Control			50


onsemi 2022 Pay Ratio Disclosure			55
2022 Pay versus Performance			56
AUDIT COMMITTEE M ATTERS			59
Proposal No. 4: Ratification of Selection of Independent Registered Public Accounting Firm			59
Audit Committee Report			59
Independent Registered Public Accounting Firm			61
STOCK OWNERSHIP			62
Principal Stockholders			62
Share Ownership of Directors and Executive Officers			63
Hedging and Pledging Restrictions			63
Director and Officer Stock Ownership and Retention Guidelines			64
Equity Compensation Plan Information			65
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS, ANNUAL MEETING AND VOTING			65
MISCELLANEOUS INFORMATION			69
Annual Report/Form 10-K			69
Stockholders Sharing the Same Address			69
Stockholder Communications with the Board of Directors			69
Stockholder Nominations and Proposals (Non-Proxy Access)			70
Proxy Access Nominations			71
APPENDIX — Reconciliation of Non-GAAP Financial Information			72

onsemi 2023 Proxy Statement i

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement includes “forward-looking statements,” as that term is defined in Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of historical facts, included or referenced in this proxy statement could be deemed forward-looking statements, particularly statements about our plans, strategies and prospects. Forward-looking statements are often characterized by the use of words such as “believes,” “estimates,” “expects,” “projects,” “may,” “will,” “intends,” “plans,” “anticipates,” “should,” “commitments” or similar expressions, or by discussions of strategy, plans or intentions. All forward-looking statements in this proxy statement are made based on our current expectations, forecasts, estimates and assumptions, and involve risks, uncertainties and other factors that could cause results or events to differ materially from those expressed in the forward-looking statements.

Important factors that can cause our actual results to differ materially from those anticipated in forward-looking statements include, but are not limited to, those described in more detail under the heading “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2022, filed with the SEC. Many of the assumptions upon which such forward-looking statements are based are likely to change after the date the forward-looking statements are made. Further, we may make changes to our business plans that could affect our results. Readers are cautioned not to place undue reliance on forward-looking statements. We assume no obligation to update such information, which speak only as of the date made, except as may be required by law. This proxy statement also contains certain financial measures that are not recognized under GAAP in the United States. Please refer to the Appendix to this proxy statement for our calculation and reconciliation of certain non-GAAP financial measures and for information regarding certain limitations and considerations regarding the use of non-GAAP financial measures.

GLOSSARY OF COMMON TERMS


Abbreviated Term			Defined Term
Board			Board of Directors of ON Semiconductor Corporation
CD&A			Compensation Discussion and Analysis section of this proxy statement
Company, onsemi, we or us			ON Semiconductor Corporation
Exchange Act			Securities Exchange Act of 1934, as amended
ESPP			ON Semiconductor Corporation 2000 Employee Stock Purchase Plan, as amended
FASB ASC			Accounting Standards Codification of the Financial Accounting Standards Board
FW Cook			Frederic W. Cook & Co., Inc., which was appointed to serve as the HCC Committee’s independent compensation consultant beginning August 2022
GAAP			U.S. generally accepted accounting principles
GS Committee			Governance and Sustainability Committee of the Board
HCC Committee			Human Capital and Compensation Committee of the Board
LTI			long-term incentive
Nasdaq			Nasdaq Global Select Market LLC
PCAOB			Public Company Accounting Oversight Board
PwC			PricewaterhouseCoopers LLP, our independent registered public accounting firm
Pearl Meyer			Pearl Meyer & Partners, LLC, which served as the HCC Committee’s independent compensation consultant through July 2022
SCT			Summary Compensation Table
SEC			Securities and Exchange Commission
SIP			ON Semiconductor Corporation Amended and Restated Stock Incentive Plan, as amended
SiC			Silicon carbide
STI			short-term incentive
Securities Act			Securities Act of 1933, as amended

ii onsemi 2023 Proxy Statement

PROXY STATEMENT SUMMARY

This summary highlights selected information contained elsewhere in this proxy statement. This summary does not contain all the information that you should consider, and you should read the entire proxy statement carefully before submitting your proxy and voting instructions. For more information regarding our 2022 performance, please review our 2022 annual report to stockholders, which is being made available to stockholders together with these proxy materials on or about April 6, 2023.

2023 Annual Meeting of Stockholders

Date and Time: Thursday, May 18, 2023, at 8:00 a.m., local time

Location: 5701 North Pima Road, Scottsdale, Arizona 85250

Record Date: March 21, 2023

Matters to be Voted On


Items of Business
		Board Recommendation	Page Reference
1	To elect nine directors nominated by our Board of Directors	FOR	4
2	To vote on an advisory (non-binding) resolution to approve the compensation of our named executive officers	FOR	25
3	To vote on the frequency of future advisory votes on executive compensation	1 YEAR	26
4	To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2023	FOR	59

2022 Performance Highlights

onsemi is driving disruptive innovations to help build a better future. With a focus on automotive and industrial end-markets, we are accelerating change in megatrends such as vehicle electrification and safety, sustainable energy grids, industrial automation, and 5G and cloud infrastructure. onsemi offers a highly differentiated and innovative product portfolio, delivering intelligent power and sensing technologies that solve the world’s most complex challenges and leads the way to creating a safer, cleaner, and smarter world.

Fiscal 2022 was a record year for onsemi on several fronts. Key highlights include:

Financial

■ Record revenue of $8.3 billion, representing 24% year-over-year growth

■ Record automotive revenue of $3.4 billion, up 47% year-over-year

■ Record GAAP gross margin of 49.0% and record non-GAAP gross margin of 49.2%, up 880 bps year-over-year

■ Record GAAP EPS of $4.25 and record non-GAAP EPS of $5.33, increasing more than three times faster than revenue

■ Record free cash flow of $1,628 million, representing 20% of revenue

** Reconciliations of GAAP to non-GAAP measures included in the proxy statement are located in the Appendix.

Strategic

■ Expanded SiC production in Hudson, New Hampshire, Roznov, Czech Republic and Bucheon, Korea

■ Focus on automotive and industrial end-markets, which now represent 73% of total revenue

onsemi 2023 Proxy Statement 1

Proxy Statement Summary

■ Exited 2022 with $16.6 billion total committed revenue in long-term supply agreements

■ Divested four sub-scale fabs and closed the acquisition of 300mm fab to improve long-term cost structure

■ Energy infrastructure revenue grew 75% year-over-year

Proxy Voting Roadmap

PROPOSAL NO. 1:

Our Board recommends

a vote FOR each of our

nine director nominees.

Election of Directors

(page 4)

Director Nominees Overview

Committee Memberships

Name and Principal Occupation

Age

Director Since

Independent

Audit Committee

Governance and Sustainability Committee

Human Capital and Compensation Committee

Atsushi Abe

Managing Partner of Advanced Solutions, Inc.

2011

Alan Campbell

Chairman of the Board

Former Chief Financial Officer of Freescale Semiconductor, Inc.

2015

Susan K. Carter

Former Senior Vice President and Chief Financial Officer of Trane Technologies plc (formerly Ingersoll Rand plc)

2020

Thomas L. Deitrich

President and Chief Executive Officer of Itron, Inc.

2020

Hassane El-Khoury

President and Chief Executive Officer

2020

Bruce E. Kiddoo

Former Chief Financial Officer of Maxim Integrated Products, Inc.

2020

Paul A. Mascarenas

Former Chief Technical Officer of Ford Motor Company

2014

Gregory Waters

Former President and Chief Executive Officer of Integrated Device Technology, Inc.

2020

Christine Y. Yan

Former President of Asia, Stanley Black & Decker, Inc.

2018

2 onsemi 2023 Proxy Statement

Proxy Statement Summary

l Member µ Committee Chair

SEC Form DEF 14A filed by ON Semiconductor Corporation