🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A). Think of it as the official "shareholder meeting guide" and "report card" for ON Semiconductor (onsemi). Its main job is to inform shareholders about what will be voted on at the upcoming annual meeting and to provide detailed information so they can vote wisely.

• Why it exists: Public companies are required by the SEC to send this to shareholders before their annual meeting.
• What to expect: You'll find details on the board of directors, executive pay, the company's financial performance, and specific proposals for shareholders to vote on.

🏢 What The Company Does

In simple terms, onsemi makes the "brains and muscles" for electronics. They design and manufacture advanced semiconductor chips (like power transistors and sensors) that are essential for:

• Electric Vehicles (EVs): Managing power in the battery and drivetrain.
• Industrial Automation: Powering factory robots and smart grids.
• AI Data Centers: Efficiently delivering power to servers.

👉 Their technology enables electrification, energy efficiency, and automation. About 80% of their revenue comes from the automotive and industrial sectors, making them a key player in the transition to greener technology.

📅 The Annual Meeting Details

Shareholders will gather virtually or in-person to vote and hear from management.

• Date & Time: Thursday, May 14, 2026, at 8:00 a.m. (Local Time)
• Location: 5701 North Pima Road, Scottsdale, Arizona 85250
• Record Date: March 17, 2026. (Only shareholders on the books by this date can vote.)

🗳️ The 4 Key Proposals to Vote On

The board has clear recommendations for most items.

Proposal	What It's About	Board's Recommendation
1. Elect Directors	Vote for seven people to join the board.	FOR each nominee
2. Approve Executive Pay	An advisory vote on top executives' compensation ("Say-on-Pay").	FOR
3. Ratify the Auditor	Confirm PricewaterhouseCoopers (PwC) as the company's auditor for 2026.	FOR
4. Stockholder Proposal	A proposal asking for "simple majority voting" on all matters.	NO RECOMMENDATION

👉 Why it matters: Proposals 1-3 are routine but crucial for governance. Proposal 4 is brought by a shareholder and reflects a desire for simpler voting rules. The board isn't taking a side, so shareholders must decide.

💰 2025 Financial Highlights (The Report Card)

The company calls 2025 a year of solid execution in a tough market.

• Revenue: $6.0 Billion
• Business Mix: Power Solutions Group (47%), Analog & Mixed-Signal Group (38%), Intelligent Sensing Group (15%).
• Cash Flow King: Generated $1.8 Billion in operating cash flow and $1.4 Billion in free cash flow. Record high free cash flow margin of 24%.
• Profitability: GAAP operating income was $84.2 million. On a non-GAAP basis (which excludes certain costs), it was a much higher $1.1 billion.
• Shareholder Returns: Returned 100% of its annual free cash flow to shareholders via stock buybacks.

🚀 Strategic Moves in 2025

Beyond the numbers, here’s where they’re pushing the business forward.

• New Tech Launch: Introduced vertical GaN (vGaN) technology, becoming the first to scale it. This is a next-gen material for more efficient power chips.
• Key Partnerships: Announced collaborations with Nvidia (for AI data center power), Schaeffler (for EV platforms), and others.
• Acquisition: Bought a SiC (Silicon Carbide) JFET business to strengthen its position in power semiconductors for AI and EVs.

👥 Who's Running the Show? (Director Nominees)

The board proposes seven directors, each bringing specific expertise. Here’s a snapshot:

• Hassane El-Khoury (46): President & CEO of onsemi. The only non-independent nominee.
• Thomas L. Deitrich (59): Set to become the new Board Chair (replacing retiring Alan Campbell). CEO of Itron.
• Other Nominees: Experts in finance (Carter, Kiddoo), automotive tech (Mascarenas), international business (Yan), and semiconductor management (Waters).

👉 Key Skill Blend: The board highlights expertise in semiconductors, finance, international manufacturing, and AI as crucial for guiding the company.

⚖️ Governance & Executive Pay

The "How We're Run" and "How We Pay Our Leaders" sections.

• Governance Practices: They have an independent board chair (separating it from the CEO), robust stock ownership rules, and no hedging or pledging of stock by insiders.
• Executive Compensation (Say-on-Pay):
  • The CEO's pay is heavily tied to performance. 70% of his 2025 long-term incentive was in performance-based stock units.
  • 2025 Payouts: Short-term bonuses were reduced because financial targets were missed. Payouts from past long-term awards were also cut by 50% due to the company's relative Total Stockholder Return (TSR) compared to peers. This shows the pay-for-performance model in action.
  • Philosophy: Align pay with stockholder interests, reward strategic goals, and stay competitive.

🔮 What's Next & Risks

• Strategic Focus: Continuing to scale new technologies like vGaN and SiC, leveraging partnerships (like with Nvidia), and focusing on high-margin markets like automotive and AI data centers.
• Key Risks: The company faces the cyclical nature of the semiconductor industry, intense competition, and dependency on the automotive and industrial sectors. The board oversees these risks through its committees.

🧠 The Analogy

Voting on this proxy is like attending a major league team's annual shareholder meeting. You're reviewing the season's stats (2025 financials), voting to keep or change the coaching staff (the board), approving the star players' contracts (executive pay), and deciding on new team rules (the stockholder proposal). The "coaches" (board) give their recommendations, but ultimately, you, as a team owner (shareholder), get the final say.

📇 Key Contacts & People

• Company Contact: ON Semiconductor Corporation, Investor Relations, 5701 North Pima Road, Scottsdale, AZ 85250. Phone: (602) 244-3437. Email: [email protected].
• Key Executives:
  • Hassane El-Khoury - President & Chief Executive Officer
  • Thad Trent - Executive Vice President & Chief Financial Officer
• Proxy Solicitation: If you have questions or need help voting, contact D.F. Queen & Co. at 1-800-829-6655.

🧩 Final Takeaway

This proxy reveals a company navigating a cyclical downturn with a strong focus on cash flow generation and strategic technology bets (GaN, SiC). For shareholders, the key decision is whether to endorse the board's direction and its tightly aligned, performance-driven executive pay structure, while also considering a shareholder proposal aimed at simplifying future voting.