Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On June 16, 2021, the Compensation Committee (the "Committee") of the Board of
Directors of ON Semiconductor Corporation (the "Company") approved interim base
salary increases, cash bonus opportunity targets and equity awards for certain
executive officers of the Company, including Simon Keeton, Executive Vice
President and General Manager, Power Solutions Group and Vince Hopkin, Executive
Vice President and General Manager, Advanced Solutions Group, to better align
compensation for those executives with market levels.
With respect to each of Mr. Keeton and Mr. Hopkin, the Committee approved (i) an
increase in his annual base salary from $450,000 to $500,000, effective as of
July 1, 2021, and (ii) an increase in his target annual cash bonus performance
incentive opportunity from 75% to 85%. In addition, on July 1, 2021, Mr. Keeton
and Mr. Hopkin will receive a grant of (a) restricted stock units ("RSUs")
having an aggregate value on the grant date of $60,000 (with respect to
Mr. Keeton) and $40,000 (with respect to Mr. Hopkin), in each case, with annual
vesting in one-third increments on each anniversary of the grant date and
subject to continued service with the Company, and (b) performance-based
restricted stock units ("PBRSUs" and, together with the RSUs, the "Equity
Awards") having an aggregate value on the grant date of $90,000 (with respect to
Mr. Keeton) and $60,000 (with respect to Mr. Hopkin), in each case, subject to
the satisfaction of the applicable performance criteria set forth in the award
agreement and continued service with the Company.
The number of RSUs and PBRSUs under the Equity Awards will be determined based
on the closing price of the Company's common stock on July 1, 2021. The other
terms and conditions of the Equity Awards are consistent with those set forth in
the Company's forms of RSU award agreement and PBRSU award agreement filed as
exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended
April 2, 2021, which was filed with the Securities and Exchange Commission on
May 3, 2021, except that the PBRSUs granted to Mr. Keeton and Mr. Hopkin by the
Committee on June 16, 2021 do not include any "Upside Unit" components
thereunder.
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