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Quotes & Info
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| ONNN > SEC Filings for ONNN > Form 8-K on 12-Feb-2013 | All Recent SEC Filings |
12-Feb-2013
Change in Directors or Principal Officers
(a) - (d) Not applicable.
(e) First Half of 2013 Cash Bonus Program for Named Executive Officers - On February 6, 2013, the Compensation Committee ("Committee") of the Board of Directors of ON Semiconductor Corporation ("Corporation") determined specific bonus plan parameters for the Corporation's semi-annual cash incentive program for the first half of 2013 ("Bonus Program") for possible cash bonus awards to certain of our employees, including certain of our "named executive officers" identified in the Corporation's 2012 annual meeting of stockholders proxy statement (the "2012 Proxy Statement"), namely: Keith Jackson, President and Chief Executive Officer; Robert Charles Mahoney, Executive Vice President, Sales and Marketing; and George Cave, Senior Vice President, General Counsel, Chief Compliance & Ethics Officer and Secretary. Although previously identified as named executive officers in the 2012 Proxy Statement, Donald Colvin left employment with the Corporation effective October 26, 2012, and W. John Nelson left employment with the Corporation effective September 28, 2012. The Bonus Program was set up under the previously disclosed terms and conditions of the ON Semiconductor Corporation Amended and Restated Stock Incentive Plan (the "Plan"). The amount and payment of the actual award, if any, to each participant is in the discretion of the Committee.
Cash bonuses under the Bonus Program will be paid only if the Corporation first
achieves a certain minimum non-GAAP earnings per share (the "Minimum Non-GAAP
EPS"). Thereafter, actual bonuses under the Bonus Program will be determined
based on achievement related to two performance metrics: (1) non-GAAP earnings
per share (weighted 80%) and (2) organic revenue growth (weighted 20%). The
Bonus Program includes the impact on the Corporation of the SANYO Semiconductor
acquisition that occurred in January 2011. Under the Bonus Program, the bonus
pool is capped at 11% of non-GAAP net income. Non-GAAP earnings per share will
be calculated by excluding certain items from GAAP net income, such as: gain
(loss) on debt repurchase, debt exchange, early extinguishment of debt, etc.;
restructuring, asset impairment and other charges, net; expensing of inventory
fair market value step up; amortization of acquisition related intangible
assets; non-cash interest expense; adjustment to reflect cash taxes; goodwill
and intangible asset impairment; actuarial gains or losses on pension plans and
other pension benefits; gains and losses on acquisitions; acquisition related
costs; and extraordinary items.
Assuming the attainment of the Minimum Non-GAAP EPS, current award opportunities for the first half of 2013 under the Bonus Program (expressed as a percentage of the officer's base salary) for each of the remaining named executive officers has the threshold, target, and stretch amount listed below. The Committee reviews these officer award opportunities from time-to-time.
Current
Officer Title Award Opportunity
Keith Jackson President and Chief Threshold (0%)
Executive Officer Target (150%)
Maximum (300%)
Robert Charles Mahoney Executive Vice President, Threshold (0%)
Sales and Marketing Target (80%)
Maximum (160%)
George Cave Senior Vice President,
General Counsel, Chief Threshold (0%)
Compliance & Ethics Target (70%)
Officer and Secretary Maximum (140%)
(f) Not applicable.
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