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ONNN > SEC Filings for ONNN > Form 8-K/A on 21-Aug-2013All Recent SEC Filings

Show all filings for ON SEMICONDUCTOR CORP



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) Second Half of 2013 Cash Bonus Program for Named Executive Officers - On August 14, 2013, the Compensation Committee (the "Committee") of the Board of Directors of the Corporation determined specific bonus plan parameters for the Corporation's semi-annual cash incentive program for the second half of 2013 (the "Bonus Program") for possible cash bonus awards to certain of our employees, including certain of our "named executive officers" identified in the Corporation's 2013 annual meeting of stockholders proxy statement (the "2013 Proxy Statement"), namely: Keith Jackson, President and Chief Executive Officer; Bernard Gutmann, Executive Vice President, Chief Financial Officer and Treasurer; George Cave, Senior Vice President, General Counsel, Chief Compliance & Ethics Officer and Secretary; William M. Hall, Senior Vice President and General Manager, Standard Products Group; and Robert Klosterboer, Senior Vice President and General Manager, Applications Products Group. 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 organic earnings per share, including stock compensation expense (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 organic earnings per share, including stock compensation expense (weighted 80%) and (2) organic revenue growth over second half 2012 numbers (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 second 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.

Officer                                  Title                Award Opportunity
Keith Jackson                  President and Chief         Threshold (0%)
                               Executive Officer
                                                           Target (150%)

                                                           Maximum (300%)

Bernard Gutmann                Executive Vice President,   Threshold (0%)
                               Chief Financial Officer
                               and Treasurer               Target (80%)

                                                           Maximum (160%)

George H. Cave                 Senior Vice President,      Threshold (0%)
                               General Counsel, Chief
                               Compliance & Ethics         Target (70%)
                               Officer and Secretary
                                                           Maximum (140%)

William M. Hall                Senior Vice President and   Threshold (0%)
                               General Manager, Standard
                               Products Group              Target (65%)

                                                           Maximum (130%)

Robert Klosterboer             Senior Vice President and   Threshold (0%)
                               General Manager,
                               Application Products        Target (65%)
                                                           Maximum (130%)

(f) Not applicable.

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