on-20250403

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

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Filed by a Party other than the Registrant ☐

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☒						Definitive Proxy Statement

☐						Definitive Additional Materials

☐						Soliciting Material under §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)

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

DATE

Thursday,

May 15, 2025

TIME

8:00 a.m.

Local Time

LOCATION

Principal Executive Offices at

5701 North Pima Road

Scottsdale, Arizona 85250

RECORD DATE

March 18, 2025



		Board Recommendation	Page Reference
1	To elect eight directors nominated by our Board of Directors	FOR each director nominee	4
2	To vote on an advisory (non-binding) resolution to approve the compensation of our named executive officers	FOR	24
3	To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2025	FOR	51

Stockholders will also consider such other business as may properly come before the ON Semiconductor Corporation (the Company) 2025 Annual Meeting of Stockholders (including any adjournment or postponement thereof, the annual meeting). Only stockholders of record as of the close of business on March 18, 2025 (the record date) are entitled to notice of, and to vote at, 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 57 of the proxy statement.

Sincerely yours,

Hassane El-Khoury

President and Chief Executive Officer

April 3, 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE STOCKHOLDER MEETING TO BE HELD ON MAY 15, 2025.

Our proxy statement for the 2025 Annual Meeting of Stockholders and our annual report

to stockholders for the fiscal year ended December 31, 2024 are available at

www.onsemi.com/annualdocs.

ON SEMICONDUCTOR CORPORATION

Proxy Statement

TABLE OF CONTENTS


PROXY STATEMENT SUMMARY			1
202 5 Annual Meeting of Stockholders			1
Matters to be Voted On			1
202 4 Performance Highlights			1
Proxy Voting Roadmap			2
THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			4
Proposal No. 1: Election of Directors			4
Our Director Nominees			5
Overview of our Corporate Governance Practices			10
Board Composition and Director Qualifications			12
Board Independence and Related Party Transactions			13
Board and Committee Meetings and Attendance			14
Committees of the Board			14
Annual Board and Committee Self-Evaluations			17
Role of the Board in Risk Oversight			18
Ethics and Compliance Program			18
Environmental, Social and Governance Initiatives			19
202 4 Compensation of Directors			21
COMPENSATION OF EXECUTIVE OFFICERS			24
Proposal No. 2: Advisory Vote to Approve the Compensation of Our Named Executive Officers (Say-on-Pay)			24
Compensation Discussion and Analysis			25
Compensation Committee Report			40
Summary Compensation Table			41
Grants of Plan-Based Awards in 202 4			42
Other Material Factors — Summary Compensation Table and Grants of Plan-Based Awards in 202 4 Table			42
Outstanding Equity Awards at Fiscal Year-End 202 4			43
202 4 Stock Vested			44
Employment Agreements			45
Potential Payments upon Termination of Employment or Change in Control			46
onsemi 202 4 Pay Ratio Disclosure			47
202 4 Pay versus Performance			48


AUDIT COMMITTEE MATTERS			51
Proposal No. 3: Ratification of Selection of Independent Registered Public Accounting Firm			51
Audit Committee Report			52
Independent Registered Public Accounting Firm			53
STOCK OWNERSHIP			54
Principal Stockholders			54
Share Ownership of Directors and Executive Officers			55
Insider Trading Policy			55
Hedging and Pledging Restrictions			5 5
Director and Officer Stock Ownership and Retention Guidelines			56
Equity Compensation Plan Information			57
Delinquent Section 1 6(a) Reports			57
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS, ANNUAL MEETING AND VOTING			57
MISCELLANEOUS INFORMATION			61
Annual Report/Form 10-K			61
Stockholders Sharing the Same Address			61
Stockholder Communications with the Board of Directors			61
Stockholder Nominations and Proposals (Non-Proxy Access)			62
Proxy Access Nominations			63
APPENDIX — Reconciliation of Non-GAAP Financial Information			64

onsemi 2025 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 expectations, forecasts, estimates and assumptions as of the date of this proxy statement, 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, 2024, filed with the SEC on February 10, 2025 (Form 10-K). Many of the assumptions upon which such forward-looking statements are based are likely to change after the date on which 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 speaks only as of the date made, except as may be required by law. This proxy statement also contains non-GAAP financial measures. 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
AI			Artificial Intelligence
AMG			Analog and Mixed-Signal Group
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., independent compensation consultant to our HCC Committee
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
ISG			Intelligent Sensing Group
LTI			Long-term incentive
Nasdaq			Nasdaq Global Select Market LLC
PCAOB			Public Company Accounting Oversight Board
PSG			Power Solutions Group
PwC			PricewaterhouseCoopers LLP, our independent registered public accounting firm
SCT			Summary Compensation Table
SEC			Securities and Exchange Commission
SIP			ON Semiconductor Corporation Amended and Restated Stock Incentive Plan
SiC			Silicon carbide
STI			Short-term incentive
Securities Act			Securities Act of 1933, as amended

ii onsemi 2025 Proxy Statement

PROXY STATEMENT SUMMARY

This summary highlights selected information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. For more information regarding our 2024 performance, please review our 2024 annual report to stockholders, which is being made available to stockholders together with these proxy materials on or about April 3, 2025.

2025 Annual Meeting of Stockholders

Date and Time: Thursday, May 15, 2025, at 8:00 a.m., local time

Location: 5701 North Pima Road, Scottsdale, Arizona 85250

Record Date: March 18, 2025

Matters to be Voted On


Items of Business
		Board Recommendation	Page
1	To elect eight directors nominated by our Board of Directors	FOR each nominee	4
2	To vote on an advisory (non-binding) resolution to approve the compensation of our named executive officers	FOR	24
3	To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2025	FOR	51

2024 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.

Key highlights for onsemi in fiscal year 2024 include:

Financial

■ Revenue of $7.1 billion, with PSG, AMG and ISG generating 47%, 37% and 16% of revenue, respectively

■ Automotive and industrial end-markets represent 80% of total revenue

■ AI data center and aerospace and defense revenue grew over 40% and 50%, respectively, year-over-year

■ Generated $1.2 billion of free cash flow* and returned 54% to stockholders through stock repurchases

■ GAAP operating income of $1.8 billion and non-GAAP operating income of $2.0 billion*

■ GAAP gross margin of 45.4% and non-GAAP gross margin of 45.5%*

■ GAAP diluted EPS of $3.63 and non-GAAP diluted EPS of $3.98*

Strategic

■ Launched Treo, an advanced analog and mixed-signal platform built on BCD process technology on a 65nm node

■ Introduced our latest-generation SiC technology platform, EliteSiC M3e MOSFETs

■ 300mm fabrication facility in East Fishkill, New York accredited as a Trusted Foundry by U.S. Department of Defense

■ Announced acquisition of SiC Junction Field-Effect Transistor business to expand AI data center revenue

■ Announced partnerships with Volkswagen Group (next-generation EVs) and Subaru (sensor technology)

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

onsemi 2025 Proxy Statement 1

Proxy Statement Summary

Proxy Voting Roadmap

PROPOSAL NO. 1:

Our Board recommends

a vote FOR each of our

eight 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

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 Ingersoll Rand plc (now Trane Technologies 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 L. 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

l Member µ Committee Chair

2 onsemi 2025 Proxy Statement

Proxy Statement Summary

PROPOSAL NO. 2:

Our Board recommends

a vote FOR say-on-pay.

Advisory Vote to Approve the Compensation of
Our Named Executive Officers (Say-on-Pay)

(page 24)

Our Board recommends that stockholders vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement.

PROPOSAL NO. 3:

Our Board recommends

a vote FOR ratification of PwC as our auditor for 2025.

Ratification of Selection of Independent Registered Public Accounting Firm

(page 51)

The Audit Committee appointed PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for 2025. The Audit Committee and the Board believe that the continued retention of PwC as our independent registered public accounting firm is in the best interests of onsemi and our stockholders.

onsemi 2025 Proxy Statement 3

THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Proposal No. 1: Election of Directors

Our Board recommends a vote “FOR” each of the eight director nominees named below.

Our directors are elected annually as provided in our bylaws. Once elected, directors hold office until their terms expire at the next annual meeting of stockholders and their successors are elected (or, if earlier, upon the director’s death, resignation or removal).

The Board regularly assesses its size and composition and the skill sets of each director to ensure an appropriate diversity of perspectives, viewpoints, backgrounds and skills in light of our current and future business objectives and the evolving nature of our product offerings and technology in the highly competitive semiconductor industry.

As of the record date, our Board had nine directors, each of whom was elected at our 2024 annual meeting of stockholders. Considering the Company’s recently-announced restructuring and cost-cutting efforts, and upon the recommendation of its GS Committee, our Board has decided to decrease the number of Board seats from nine to eight effective as of the annual meeting, renominating eight of our current directors — Messrs. Campbell, Deitrich, El-Khoury, Kiddoo, Mascarenas and Waters, Ms. Carter and Ms. Yan — for election to a new term. lf elected, each of these eight nominees will serve a term beginning at the annual meeting and expiring at our 2026 annual meeting of stockholders and until the election of his or her successor.

Each nominee has consented to being named as a nominee in this proxy statement and to serve as a director if elected. The designated proxies intend to vote your proxy for the election of each such nominee, unless otherwise directed. If, contrary to our expectations, any nominee is unable to serve or for good cause will not serve, your proxy will be voted for a substitute nominee designated by the Board, or the Board may choose to reduce its size.

4 onsemi 2025 Proxy Statement


			The Board of Directors and Corporate Governance

Our Director Nominees

Information about our Director Nominees

Set forth below is biographical information about each director nominee, which is intended to highlight each nominee’s particular strengths. An individual director nominee may have other skills, experiences and personal attributes not highlighted. Our Board believes that it is important that the following qualifications, attributes, skills and experience are represented on our Board because of their particular relevance to our business. In addition to the specific qualifications described below, we believe that each director nominee has the business acumen and sound judgment required for the proper functioning of our Board and the integrity, honesty and adherence to high ethical standards necessary to set the “tone at the top.” Most of our directors also have significant experience on other public company boards, which we believe broadens their knowledge of board processes, issues and solutions.

Key to
Relevant Skills and Qualifications

Semiconductor /Technology

SEC Form DEF 14A filed by ON Semiconductor Corporation