Sector: Information Technology
ON SEMICONDUCTOR CORP · Meeting: May 14, 2026
Directors FOR
0
Directors AGAINST
7
Say on Pay
FOR
Auditor
FOR
Election of Directors
Against Analysis
ON's 3-year stock return of -2.1% trails the compensation peer group median of +104.0% by about 106 percentage points, far exceeding the 20-point trigger for directors with negative absolute returns; however, the 5-year check shows ON's 140.8% 5-year return versus the peer median of +144.7%, a gap of only about 3.9 percentage points, which does NOT exceed the applicable 20pp threshold, so the 5-year mitigant applies and the vote is downgraded to FOR.
ON's 3-year stock return of -2.1% trails the compensation peer group median of +104.0% by about 106 percentage points, far exceeding the 20-point trigger for directors with negative absolute returns; however, the 5-year check shows ON's 140.8% 5-year return versus the peer median of +144.7%, a gap of only about 3.9 percentage points, which does NOT exceed the applicable 20pp threshold, so the 5-year mitigant applies and the vote is downgraded to FOR.
As CEO and director, El-Khoury is subject to the same TSR trigger as all other directors; ON's 3-year return of -2.1% trails the peer median by 106 percentage points, well above the 20-point threshold for negative absolute returns; however, the 5-year gap of only 3.9 percentage points does NOT exceed the 20pp threshold, so the 5-year mitigant applies and the vote is downgraded to FOR.
ON's 3-year stock return of -2.1% trails the compensation peer group median of +104.0% by about 106 percentage points, far exceeding the 20-point trigger for directors with negative absolute returns; however, the 5-year check shows ON's 140.8% 5-year return versus the peer median of +144.7%, a gap of only about 3.9 percentage points, which does NOT exceed the applicable 20pp threshold, so the 5-year mitigant applies and the vote is downgraded to FOR.
Mascarenas has been on the board since 2014, making him the longest-serving nominee and fully accountable for the multi-year underperformance period; ON's 3-year return of -2.1% trails the peer median by 106 percentage points, well above the 20-point threshold; however, the 5-year gap of only 3.9 percentage points does NOT exceed the 20pp threshold, so the 5-year mitigant applies and the vote is downgraded to FOR.
ON's 3-year stock return of -2.1% trails the compensation peer group median of +104.0% by about 106 percentage points, far exceeding the 20-point trigger for directors with negative absolute returns; however, the 5-year check shows ON's 140.8% 5-year return versus the peer median of +144.7%, a gap of only about 3.9 percentage points, which does NOT exceed the applicable 20pp threshold, so the 5-year mitigant applies and the vote is downgraded to FOR.
ON's 3-year stock return of -2.1% trails the compensation peer group median of +104.0% by about 106 percentage points, far exceeding the 20-point trigger for directors with negative absolute returns; however, the 5-year check shows ON's 140.8% 5-year return versus the peer median of +144.7%, a gap of only about 3.9 percentage points, which does NOT exceed the applicable 20pp threshold, so the 5-year mitigant applies and the vote is downgraded to FOR.
For Analysis
The 3-year TSR trigger fires for all seven nominees — ON's 3-year return of -2.1% underperforms the disclosed compensation peer group median of +104.0% by approximately 106 percentage points, far exceeding the 20-point threshold that applies when absolute 3-year returns are negative. However, the 5-year mitigant applies to every nominee: ON's 5-year return of +140.8% trails the peer 5-year median of +144.7% by only about 3.9 percentage points, which is well within the 20pp threshold. Under policy, when the 5-year relative performance does not exceed the applicable threshold, the vote is downgraded from AGAINST to FOR, reflecting that the 3-year trough appears to be a recent development within an otherwise adequate longer-term track record. Accordingly, the vote determination is FOR all seven nominees. No overboarding, attendance, independence, or qualification concerns were identified for any nominee.
CEO
Hassane El-Khoury
Total Comp
$17,678,866
Prior Support
86%%
The CEO's total reported compensation of $17.7 million is within a reasonable range for a semiconductor company CEO at ON's market cap of roughly $35 billion, and the pay structure is heavily performance-based — approximately 93% of the CEO's actual 2025 target pay was variable, with 65% tied to measurable performance goals (performance stock awards) and the remainder tied to the stock price (time-based restricted stock units). Incentive pay was meaningfully reduced by poor relative stock performance: the company's one-year TSR ranked at just the 6th percentile among peers, cutting the first tranche of performance stock awards by 50%, and the CEO voluntarily forfeited his entire cash bonus for 2025, showing real alignment between executive outcomes and shareholder experience. Prior say-on-pay support was 86%, above the 70% threshold that would require a negative vote absent remediation, and the company has robust clawback policies, no excessive perquisites, and no tax gross-ups, so there are no structural concerns that would warrant a NO vote.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The auditor fee table provided in the filing excerpt does not contain the actual dollar amounts for audit fees and non-audit fees, so the non-audit fee ratio test cannot be calculated; per policy, when fee data cannot be determined from the available text, the default vote is FOR. PricewaterhouseCoopers is a Big 4 firm fully appropriate for a $35 billion market cap company, auditor tenure is not explicitly disclosed in the provided filing text so the tenure trigger cannot fire, and no material financial restatements are indicated, so there are no grounds to vote against ratification.
1 proposal submitted by shareholders
Proposal 4
John Chevedden is a well-known individual governance activist with a long track record of submitting legitimate, shareholder-friendly governance proposals, and this proposal asks the company to replace supermajority voting requirements with simple majority voting — one of the most mainstream and widely supported governance improvements in corporate America, adopted at hundreds of large public companies. Supermajority voting thresholds can allow management to block changes that most shareholders support, so eliminating them directly protects shareholder rights. The board itself made no recommendation against this proposal and acknowledged it would support the concept if approved, which further supports a FOR vote.
Meeting held May 14, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Hassane El-Khoury | 99.7% | 340.6M | 1.1M | ✓ Elected |
| Gregory L. Waters | 98.3% | 335.7M | 5.9M | ✓ Elected |
| Susan K. Carter | 96.6% | 329.8M | 11.7M | ✓ Elected |
| Thomas L. Deitrich | 95.8% | 327.3M | 14.3M | ✓ Elected |
| Bruce E. Kiddoo | 95.3% | 325.2M | 16.2M | ✓ Elected |
| Paul A. Mascarenas | 92.6% | 316.2M | 25.2M | ✓ Elected |
| Christine Y. Yan | 92.3% | 315.5M | 26.2M | ✓ Elected |
Say on Pay
For 320.3M · Against 21.1M · Abstain 339,418
Auditor Ratification
For 337.2M · Against 23.7M · Abstain 152,678
Other Proposals
Proposal 4
Stockholder proposal regarding simple majority voting
The 2026 ON Semiconductor annual meeting features four proposals: director elections where the 5-year TSR mitigant saves all seven nominees from an AGAINST vote despite severe 3-year peer underperformance; a say-on-pay vote that passes on the strength of a heavily performance-linked pay structure and the CEO's voluntary bonus forfeiture; an auditor ratification with no fee or tenure red flags visible in the available data; and a shareholder proposal from governance activist John Chevedden to eliminate supermajority voting requirements, which merits support as a straightforward improvement to shareholder rights. The most significant governance concern for shareholders is ON's sharp 3-year stock underperformance relative to semiconductor peers, though the longer 5-year track record remains adequate.
14 companies disclosed in 2026 proxy filing
