SKYWORKS SOLUTIONS, INC. : Change in Directors or Principal Officers (form 8-K)
December 18, 2020 at 04:21 pm EST
Share
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(e)
Approval of Fiscal Year 2021 Executive Incentive Plan
On December 14, 2020, the Compensation Committee (the "Compensation Committee")
of the Board of Directors of Skyworks Solutions, Inc. (the "Company"), approved
the Fiscal Year 2021 Executive Incentive Plan (the "Incentive Plan"). The
Incentive Plan establishes cash incentive awards that may be earned by senior
management approved for participation in the Incentive Plan, including the named
executive officers of the Company, based on the Company's achievement of certain
corporate performance metrics on a semi-annual basis during the Company's 2021
fiscal year (the "Fiscal Year"). The Incentive Plan also establishes minimum
performance metrics that must be achieved before any incentives are awarded
under the Incentive Plan. The Incentive Plan's semi-annual corporate goals,
which are approved in advance by the Compensation Committee, involve achievement
of certain revenue and non-GAAP EBITDA metrics during each of the semi-annual
performance periods, the first consisting of the first half of the Fiscal Year
and the second consisting of the second half of the Fiscal Year.
Under the Incentive Plan, the Company's Chief Executive Officer ("CEO") and its
Senior Vice President and Chief Financial Officer are each eligible to earn cash
incentive awards equaling, in the aggregate, one-hundred and sixty percent
(160%) and one-hundred percent (100%), respectively, of their base salaries for
the Fiscal Year if the Company achieves its target performance metrics in both
performance periods, with the opportunity to earn up to a maximum of two (2)
times their target awards to the extent the Company exceeds its target
performance metrics in both performance periods. The Company's Senior Vice
President, Sales and Marketing, its Senior Vice President, General Counsel and
Secretary, and its Senior Vice President, Human Resources (each a named
executive officer of the Company within the meaning of the rules of the U.S.
Securities and Exchange Commission) are each eligible to earn cash incentive
awards equaling, in the aggregate, eighty percent (80%) of their base salaries
for the Fiscal Year if the Company achieves its target performance metrics in
both performance periods, with the opportunity to earn up to a maximum of two
(2) times their target awards to the extent the Company exceeds its target
performance metrics in both performance periods. Upon completion of the first
six months of the Fiscal Year, the Compensation Committee will determine the
extent to which the Company's performance metrics for the first performance
period were attained, review the CEO's recommended payouts under the Incentive
Plan, and approve any awards made under the Incentive Plan. At that time, the
Compensation Committee will also approve the performance metrics for the second
performance period. Upon completion of the Fiscal Year, the Compensation
Committee will complete the same approval process with respect to awards to be
made for the second performance period. Payments with respect to the first
performance period will be capped at 100% of the target level attributable to
the applicable metric, with any amounts over the target level to be held back
and paid after the end of the Fiscal Year provided that the Company meets its
minimum performance threshold for the Fiscal Year. In addition, the Compensation
Committee has discretion to approve the issuance of the Company's common stock
in lieu of cash for all, or a part of, an award that is made under the Incentive
Plan and to make other adjustments in extraordinary circumstances.
Skyworks Solutions, Inc. specializes in the development, sales and marketing of high-performance, mixed signal semi-conductors. The products are designed for use in the following sectors: consumer electronics, IT, mobile communication systems and network infrastructures. They also provide solutions for automotive, RFID, industrial, medical, military and aerospatial applications to name but a few. The group offers amplifiers, attenuators, detectors, diodes, directional couplers, modules, radio frequency subsystems, isolators, modulators, optocouplers, optoisolators, phase shifters, switches and multiplexers, solutions for food management, etc.
At the end of September 2023, Skyworks Solutions, Inc. had 6 manufacturing sites located in the United States (2), Mexico (2), Japan and Singapore.
Net sales are distributed geographically as follows: the United States (75.5%), China (7.5%), Taiwan (7.2%), South Korea (4.2%), Asia/Pacific (1.3%) and Europe/Middle East/Africa (4.3%).