Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On January 28, 2022, the Human Capital and Compensation Committee (the "Committee") of the Board of Directors of ON Semiconductor Corporation ("onsemi") reviewed and approved the attainment by onsemi and its applicable employees of the performance metrics under onsemi's previously-disclosed 2021 short-term cash incentive program (the "Bonus Program"). As a result of onsemi's record financial results for fiscal year 2021 and the Committee's commitment to a pay-for-performance philosophy, the Committee determined to exercise its discretion to allocate an additional 20% achievement to the individual goal achievement percentage for each employee who participates in the Bonus Program under the formula for the Bonus Program (as previously disclosed in onsemi's proxy statement in respect of its 2021 Annual Meeting of Stockholders). As a result, the individual goal achievement attainment levels were 170% for each of Hassane El-Khoury, Thad Trent and Simon Keeton and 165% for Vince Hopkin, in each case, subject to the attainment results not materially changing prior to the filing of onsemi's Annual Report on Form 10-K for fiscal year 2021. Any bonus amounts resulting from this additional individual goal achievement attainment level allocation would be payable in July 2022.

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