ON SEMICONDUCTOR CORP (ON)
Sector: Information Technology
2026 Annual Meeting Analysis
ON SEMICONDUCTOR CORP · Meeting: May 14, 2026
Directors FOR
0
Directors AGAINST
7
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Carter has served since 2020, giving her full overlap with the 3-year underperformance period; ON's 3-year return of -22.1% trails the compensation peer group median of +47.4% by 69.5 percentage points, far exceeding the 20pp trigger for negative absolute TSR, and the 5-year gap of -71.9pp vs the peer median also exceeds the applicable threshold, so the 5-year mitigant does not apply.
Deitrich has served since 2020, giving him full overlap with the 3-year underperformance period; ON's 3-year return trails the peer group median by 69.5 percentage points, well above the 20pp trigger, and the 5-year relative gap also exceeds the applicable threshold, so no mitigant applies.
El-Khoury has served as CEO and director since December 2020, giving him full overlap with the underperformance period; as an executive director he is subject to the same TSR trigger as all other directors, and ON's -69.5pp gap versus the peer group median far exceeds the 20pp threshold, with the 5-year gap similarly exceeding the applicable threshold so no mitigant applies — this AGAINST vote on his director seat is independent of the Say on Pay assessment.
Kiddoo has served since 2020, giving him full overlap with the 3-year underperformance period; the 69.5pp gap versus the peer group median far exceeds the 20pp trigger for negative absolute TSR, and the 5-year relative performance also exceeds the applicable threshold, so the mitigant does not apply.
Mascarenas has served since 2014, giving him the longest tenure on the board and full overlap with the underperformance period; ON's -69.5pp gap versus the peer group median far exceeds the 20pp trigger, and the 5-year relative gap also exceeds the applicable threshold so no mitigant applies.
Waters has served since 2020, giving him full overlap with the 3-year underperformance period; the 69.5pp gap versus the peer group median far exceeds the 20pp trigger for negative absolute TSR, and the 5-year relative performance also exceeds the applicable threshold, so the mitigant does not apply.
Yan has served since 2018, giving her full overlap with the 3-year underperformance period; ON's 3-year return trails the peer group median by 69.5 percentage points, well above the 20pp trigger for negative absolute TSR, and the 5-year relative gap also exceeds the applicable threshold so no mitigant applies.
For Analysis
All seven director nominees are recommended AGAINST. ON's stock has lost roughly 22% over the past three years while the compensation peer group rose nearly 47% on average — a gap of 69.5 percentage points that far exceeds the policy's 20-point trigger for companies with negative absolute returns. The 5-year check (ON trails peers by 71.9pp over five years, exceeding the same threshold) provides no mitigating relief. Every nominee has served at least since 2020 and thus has meaningful overlap with the full underperformance period.
Say on Pay
✓ FORCEO
Hassane El-Khoury
Total Comp
$17,678,866
Prior Support
86%%
The CEO's total reported compensation of approximately $17.7 million is within a reasonable range for a semiconductor CEO at a $25 billion company, and the prior year say-on-pay vote received 86% support, well above the 70% threshold that would require demonstrated response. The compensation structure is heavily performance-oriented — roughly 93% of the CEO's pay is variable, with 65% tied to measurable performance goals (performance stock awards) and TSR modifiers already cut first-tranche payouts by 50% due to poor relative stock performance, demonstrating that the incentive mechanics are working as intended to reduce executive pay when shareholders suffer. While ON's stock has significantly underperformed peers over three years, the committee proactively froze pay levels since 2023, the CEO voluntarily forfeited his entire 2025 cash bonus, and the performance stock awards already reflect the TSR penalty — so the pay-for-performance linkage is functioning, and a FOR vote is warranted.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PwC is a Big 4 firm appropriate for a $25 billion market cap technology company; the proxy excerpt provided does not include the fee breakdown table in machine-readable form, so the non-audit fee ratio trigger cannot be evaluated, and auditor tenure is not disclosed — per policy, both the fee trigger and the tenure trigger require confirmed data to fire, so the default FOR vote applies; absence of tenure disclosure is noted as a minor negative factor.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Majority Vote Standard
John Chevedden is a well-known individual governance activist with a long track record of submitting shareholder-friendly structural governance proposals; eliminating supermajority voting requirements is a mainstream governance improvement that directly benefits shareholders by ensuring that ordinary majorities can prevail on important matters rather than a small blocking minority. The board itself declined to recommend against the proposal and acknowledged it would support the concept if shareholders approve it, which signals that management has no strong principled objection — making a FOR vote clearly appropriate.
Overall Assessment
ON Semiconductor's 2026 annual meeting presents a challenging ballot for shareholders: all seven directors are recommended AGAINST due to severe and sustained stock underperformance versus the semiconductor peer group (-69.5pp over three years with no 5-year mitigant), while Say on Pay receives a FOR given the CEO voluntarily forfeited his bonus, pay levels have been frozen since 2023, and performance award mechanics already reduced payouts by 50% to reflect poor relative TSR. The majority-vote-standard shareholder proposal from governance activist John Chevedden also earns a FOR, supported by the board's own neutral stance on the ask.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing