on-20240403

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 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)

Payment of Filing Fee (Check all boxes that apply):


☒						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 16, 2024

TIME

8:00 a.m.

Local Time

LOCATION

Principal Executive Offices at

5701 North Pima Road

Scottsdale, Arizona 85250

RECORD DATE

March 19, 2024



		Board Recommendation	Page Reference
1	To elect 10 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	25
3	To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2024	FOR	54

Stockholders will also transact such other business as may properly come before the ON Semiconductor Corporation (the Company) 2024 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 19, 2024 (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 60 of the proxy statement.

Sincerely yours,

Hassane El-Khoury

President and Chief Executive Officer

April 4, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE STOCKHOLDER MEETING TO BE HELD ON MAY 16, 2024.

Our proxy statement for the 2024 Annual Meeting of Stockholders and our annual report

to stockholders for the fiscal year ended December 31, 2023 are available at

www.onsemi.com/annualdocs.

ON SEMICONDUCTOR CORPORATION

Proxy Statement

TABLE OF CONTENTS


PROXY STATEMENT SUMMARY			1
202 4 Annual Meeting of Stockholders			1
Matters to be Voted On			1
202 3 Performance Highlights			1
Proxy Voting Roadmap			2
THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			4
Proposal No. 1: Election of Directors			4
Director Nominees at a Glance			5
Overview of our Corporate Governance Practices			12
Board Diversity and Director Qualifications			14
Board Independence and Related Party Transactions			15
Board and Committee Meetings and Attendance			16
Committees of the Board			16
Annual Board and Committee Self-Evaluations			19
Majority Voting for Directors			20
Role of the Board in Risk Oversight			20
Ethics and Compliance Program			21
Environmental, Social and Governance Initiatives			21
Legal Compliance			23
202 3 Compensation of Directors			24
COMPENSATION OF EXECUTIVE OFFICERS			26
Proposal No. 2: Advisory Vote to Approve Named Executive Officer Compensation (Say-on-Pay)			26
Compensation Discussion and Analysis			27
Compensation Committee Report			43
Summary Compensation Table			44
Grants of Plan-Based Awards in 202 3			45
Other Material Factors — Summary Compensation Table and Grants of Plan-Based Awards in 202 3 Table			45
Outstanding Equity Awards at Fiscal Year-End 202 3			46
202 3 Stock Vested			47
Employment Agreements			48
Potential Payments upon Termination of Employment or Change in Control			50
onsemi 202 3 Pay Ratio Disclosure			51
202 3 Pay versus Performance			52


AUDIT COMMITTEE MATTERS			55
Proposal No. 3 : Ratification of Selection of Independent Registered Public Accounting Firm			55
Audit Committee Report			56
Independent Registered Public Accounting Firm

SEC Form DEF 14A filed by ON Semiconductor Corporation