Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
ONNN > SEC Filings for ONNN > Form 8-K on 12-Feb-2013All Recent SEC Filings

Show all filings for ON SEMICONDUCTOR CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ON SEMICONDUCTOR CORP


12-Feb-2013

Change in Directors or Principal Officers


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain 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.


  Add ONNN to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for ONNN - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2013 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.