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ON Semiconductor logoON Semiconductor ON

The company said its wholly owned subsidiary, Semiconductor Components Industries, LLC (SCILLC), entered into a standard Executive Vice President/Group President employment agreement with Simon Keeton, Group President and General Manager of the Power Solutions Group, on February 28, 2024. Keeton's annual base salary is $600,000, and his annual target bonus is 100% of base salary.

8-KDeparture or Appointment of Directors or Certain OfficersFiled Period of report Summary published (UTC)

Key points

AI summary
  1. The company said its wholly owned subsidiary, Semiconductor Components Industries, LLC (SCILLC), entered into a standard Executive Vice President/Group President employment agreement with Simon Keeton, Group President and General Manager of the Power Solutions Group, on February 28, 2024. Keeton's annual base salary is $600,000, and his annual target bonus is 100% of base salary.

  2. ON Semiconductor said the new agreement form has been used for Executive Vice Presidents since 2021 and replaces Keeton's existing employment agreement as of January 1, 2019. The new agreement has no specified term of years.

  3. The company said that if SCILLC terminates Keeton's employment without cause, or Keeton resigns for good reason, SCILLC will pay him base salary continuation for 1 year(s), a target annual bonus of 1 times, and pro-rata vesting of outstanding unvested PBRSUs. It also said SCILLC will cover the employer portion of COBRA premiums for 2 years and provide outplacement assistance of up to $25,000.

  4. The company said that if Keeton is terminated without cause or resigns for good reason within 2 years after a change in control, he will receive base salary and target bonus at 1.2 times each, and full vesting of outstanding unvested PBRSUs and time-based RSUs. Receiving severance requires a general release, and Keeton must comply with employee non-solicitation for 2 years and non-competition for 1 year(s).

Summary

AI-written

Analysis scope · Filing bodyWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

Simon Keeton Signs New Employment Agreement, Base Salary and Target Bonus

The company said its wholly owned subsidiary, Semiconductor Components Industries, LLC (SCILLC), entered into a standard Executive Vice President/Group President employment agreement with Simon Keeton, Group President and General Manager of the Power Solutions Group, on February 28, 2024. Keeton's annual base salary is $600,000, and his annual target bonus is 100% of base salary.

Source · Based on the filing body and exhibits

New Agreement Replaces Existing 2019 Agreement, Term Not Specified

ON Semiconductor said the new agreement form has been used for Executive Vice Presidents since 2021 and replaces Keeton's existing employment agreement as of January 1, 2019. The new agreement has no specified term of years.

Source · Based on the filing body and exhibits

Severance Upon Termination Without Cause or for Good Reason

The company said that if SCILLC terminates Keeton's employment without cause, or Keeton resigns for good reason, SCILLC will pay him base salary continuation for 1 year(s), a target annual bonus of 1 times, and pro-rata vesting of outstanding unvested PBRSUs. It also said SCILLC will cover the employer portion of COBRA premiums for 2 years and provide outplacement assistance of up to $25,000.

Source · Based on the filing body and exhibits

Termination Benefits After Change in Control and Related Conditions

The company said that if Keeton is terminated without cause or resigns for good reason within 2 years after a change in control, he will receive base salary and target bonus at 1.2 times each, and full vesting of outstanding unvested PBRSUs and time-based RSUs. Receiving severance requires a general release, and Keeton must comply with employee non-solicitation for 2 years and non-competition for 1 year(s).

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.