Who leads Skyworks' board and management?

David J. Aldrich is Chairman of the Board and Executive Chairman, Liam K. Griffin is President and Chief Executive Officer and a director, and David J. McLachlan is Lead Independent Director. Kris Sennesael is Senior Vice President and Chief Financial Officer.

How was executive pay tied to performance in fiscal 2017?

Short-term incentive awards were based on revenue and non-GAAP operating margin goals, each weighted 50%. The resulting award for named executive officers equaled 93.6% of their target payment level. Long-term awards were split 20% stock options, 20% restricted stock units and 60% performance share awards.

Who audits Skyworks and what did the firm charge?

KPMG LLP is the independent registered public accounting firm. Total fees billed for fiscal 2017 were $1,858,260, of which $1,741,700 was for audit fees, and the Audit Committee preapproved all services.

Who are the largest shareholders?

As of January 15, 2018, Capital Research Global Investors held 23,024,590 shares (12.62%), The Vanguard Group held 18,427,002 shares (10.10%), and BlackRock, Inc. held 12,036,014 shares (6.60%), out of 182,467,498 shares outstanding.

Do executives face stock ownership requirements?

Yes. The CEO and Executive Chairman must hold shares worth six times and the CFO and Senior Vice President, Sales and Marketing two and one-half times base salary, subject to share caps. As of January 15, 2018, all named executive officers were in compliance except Mr. Sennesael, who has until the third anniversary of assuming his role to comply.

SWKS 10-K Filed Jan 26, 2018

01—Abstract

Summary

Summary of the 10-K/A filed January 26, 2018. Cited figures are marked; the original filing is the authoritative source.

This Part III amendment-style filing from Skyworks Solutions, Inc. (SWKS) covers governance and compensation matters for fiscal year 2017 (ended September 29, 2017) rather than financial results.

It lists the directors and executive officers as of January 15, 2018, including David J. Aldrich as Chairman and Executive Chairman, Liam K. Griffin as President and Chief Executive Officer, and Kris Sennesael as Senior Vice President and Chief Financial Officer.

The Audit Committee is chaired by Robert A. Schriesheim, and KPMG LLP served as independent auditor with total fees of $1,858,260^a for fiscal 2017. Compensation disclosures show Mr. Griffin's fiscal 2017 total compensation at $8,701,858 and Mr. Aldrich's at $7,924,788.

The short-term incentive award for named executive officers was equal to 93.6%^b of target, and approximately 95% of votes cast at the 2017 Annual Meeting approved the named executive officer compensation. Executive stock ownership guidelines were stated as met by all named executive officers except Mr. Sennesael, who has until the third anniversary of his assumption of his current role to comply.

For shareholders, the filing's key governance points are the separation of Executive Chairman and CEO roles, a majority-independent Board, a Compensation Committee that uses an Aon/Radford peer group of 12 semiconductor companies, and change-in-control and severance arrangements for named executive officers. Beneficial ownership tables show Capital Research Global Investors at 12.62%^c, The Vanguard Group at 10.10%, and BlackRock at 6.60% of 182,467,498 shares outstanding as of January 15, 2018.

02—Key points

Key Highlights

Board leadership: David J. Aldrich serves as Chairman and Executive Chairman; Liam K. Griffin serves as President, CEO and director; David J. McLachlan is Lead Independent Director.
Fiscal 2017 short-term incentive awards were 93.6% of target payment level for named executive officers, with revenue and non-GAAP operating margin goals weighted equally.
Mr. Griffin's fiscal 2017 total reported compensation was $8,701,858; Mr. Aldrich's was $7,924,788.
Approximately 95% of votes cast at the 2017 Annual Meeting approved named executive officer compensation.
KPMG LLP total fees were $1,858,260 for fiscal 2017, with audit fees of $1,741,700 representing 93.7% of the total.
Largest beneficial owners were Capital Research Global Investors (12.62%), The Vanguard Group (10.10%) and BlackRock (6.60%) as of January 15, 2018.
Change-in-control and severance agreements provide enhanced benefits and accelerated equity vesting for named executive officers under specified circumstances.

03—Questions

Frequently Asked Questions

Who leads Skyworks' board and management?
David J. Aldrich is Chairman of the Board and Executive Chairman, Liam K. Griffin is President and Chief Executive Officer and a director, and David J. McLachlan is Lead Independent Director. Kris Sennesael is Senior Vice President and Chief Financial Officer.
How was executive pay tied to performance in fiscal 2017?
Short-term incentive awards were based on revenue and non-GAAP operating margin goals, each weighted 50%. The resulting award for named executive officers equaled 93.6% of their target payment level. Long-term awards were split 20% stock options, 20% restricted stock units and 60% performance share awards.
Who audits Skyworks and what did the firm charge?
KPMG LLP is the independent registered public accounting firm. Total fees billed for fiscal 2017 were $1,858,260, of which $1,741,700 was for audit fees, and the Audit Committee preapproved all services.
Who are the largest shareholders?
As of January 15, 2018, Capital Research Global Investors held 23,024,590 shares (12.62%), The Vanguard Group held 18,427,002 shares (10.10%), and BlackRock, Inc. held 12,036,014 shares (6.60%), out of 182,467,498 shares outstanding.
Do executives face stock ownership requirements?
Yes. The CEO and Executive Chairman must hold shares worth six times and the CFO and Senior Vice President, Sales and Marketing two and one-half times base salary, subject to share caps. As of January 15, 2018, all named executive officers were in compliance except Mr. Sennesael, who has until the third anniversary of assuming his role to comply.

04—Continue

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