01—Abstract
Summary
Summary of the 10-K/A filed January 26, 2024. Cited figures are marked; the original filing is the authoritative source.
This Part III portion of Skyworks Solutions, Inc.'s Form 10-K (filed January 26, 2024) covers corporate governance, executive compensation, security ownership, related transactions, and auditor fees for fiscal year 2023, which ended September 29, 2023.
It does not contain the financial statements themselves; the filing lists them as Item 15 exhibits, with notes on pages 45 through 63 of the original filing. Investors get the leadership structure, pay design, and ownership data here, but not revenue, earnings, or balance sheet figures. Compensation is tied to performance.
Mr. Griffin's total compensation for fiscal 2023 was $17,261,436,a against a fiscal 2023 short-term incentive program that paid 101% of target for the first half and 59% for the second half. First-half revenue was $2,482 million and non-GAAP operating income was $877 million; second-half revenue was $2,290 million and non-GAAP operating income was $725 million. Emerging revenue growth of 12% reached the maximum performance level, while the three-year total shareholder return ranking of -23% (4th percentile) caused the related performance share awards to be cancelled.
Say-on-pay support was approximately 79%b, down from 86% the prior year. Governance and ownership details: the Board has nine members, eight of whom are independent, and Liam K. Griffin serves as Chairman, CEO and President.
As of January 24, 2024, there were 160,225,891 shares outstanding. The Vanguard Group held 11.4% and BlackRock held 9.2%. KPMG LLP billed total fees of $2,497,214c for fiscal 2023, with audit fees of $2,421,240.
02—Key points
Key Highlights
- Fiscal 2023 short-term incentive payouts were uneven: first-half revenue of $2,482 million and non-GAAP operating income of $877 million paid 101% of target, while second-half revenue of $2,290 million and non-GAAP operating income of $725 million paid 59% of target.
- CEO Liam K. Griffin's total fiscal 2023 compensation was $17,261,436, with a non-equity incentive plan payout of $1,509,604.
- Say-on-pay support at the 2023 Annual Meeting was approximately 79% of votes cast, down from 86% the previous year.
- The fiscal 2021 performance share awards' three-year TSR metric returned -23%, ranking in the 4th percentile of peers, so no shares were earned and those awards were cancelled.
- Emerging revenue growth of 12% in fiscal 2023 (revenue of $2,163 million in key product categories) exceeded the maximum performance level, so that metric paid out at 200% of target.
- As of January 24, 2024, 160,225,891 shares were outstanding, with The Vanguard Group (11.4%) and BlackRock, Inc. (9.2%) as the largest disclosed holders.
- KPMG LLP's total fees for fiscal 2023 were $2,497,214, of which audit fees were $2,421,240.
03—One dollar
Follow one dollar
Of each $1.00 of revenue in FY2023, Skyworks Solutions kept $0.21.
- Revenue$4.77B100.0%
- Cost of revenue−$2.67B55.8%
- Gross profit$2.11B44.2%
- Operating costs−$982.3M20.6%
- Operating income$1.13B23.6%
- Interest, other & tax−$142.2M3.0%
- Net income$982.8M20.6%
Where FY2023 revenue went
$4.77B- Cost of revenue: $2.67B, 56% of revenue
- Net income: $982.8M, 21% of revenue
- R&D: $606.8M, 13% of revenue
- SG&A: $314.0M, 6.6% of revenue
- Other operating costs: $61.5M, 1.3% of revenue
- Interest, other & tax: $142.2M, 3.0% of revenue
Kept 21% as net incomeOther operating costs $61.5M · 1.3%
Full revenue history →04—Financials
Financial Highlights
Figures from 10-K/AFY2023filed January 26, 2024Financial Statements
FY2023 against FY2022
| Line item | FY2023FY2022 | Change |
|---|---|---|
| Revenue | $4.77B$5.49B | −13.0% |
| Cost of Revenue | $2.67B$2.88B | −7.5% |
| Gross Profit | $2.11B$2.60B | −19.1% |
| R&D Expenses | $606.80M$617.90M | −1.8% |
| SG&A Expenses | $314.00M$329.80M | −4.8% |
| Operating Expenses | $982.30M$1.08B | −8.8% |
| Operating Income | $1.13B$1.53B | −26.3% |
| Interest Expense | $64.40M$47.90M | +34.4% |
| Net Income | $982.80M$1.28B | −22.9% |
| EPS (Basic) | $6.17$7.85 | −21.4% |
| EPS (Diluted) | $6.13$7.81 | −21.5% |
| Shares Outstanding (Basic) | 159.40M162.40M | −1.8% |
| Shares Outstanding (Diluted) | 160.30M163.30M | −1.8% |
05—Questions
Frequently Asked Questions
How did Skyworks perform against its incentive plan targets in fiscal 2023?
The first half of fiscal 2023 produced revenue of $2,482 million and non-GAAP operating income of $877 million, earning 101% of target. The second half produced revenue of $2,290 million and non-GAAP operating income of $725 million, earning 59% of target. The Compensation Committee did not exercise discretion to adjust payouts.
How much did the CEO earn in fiscal 2023?
Liam K. Griffin's total compensation in the Summary Compensation Table for fiscal 2023 was $17,261,436. This included salary of $1,170,502, stock awards of $14,554,926, non-equity incentive plan compensation of $1,509,604, and all other compensation of $26,404. The filing also reports a CEO pay ratio of approximately 532 times the median employee's compensation of $32,457.
Did shareholders support the executive compensation program?
Approximately 79% of votes cast approved the say-on-pay proposal at the 2023 Annual Meeting, down from 86% the prior year. The Compensation Committee said that after stockholder outreach it found the overall program appropriate and returned the short-term incentive plan for fiscal 2024 to one annual performance period.
Who are the largest shareholders and how much do insiders own?
As of January 24, 2024, The Vanguard Group, Inc. beneficially owned 18,248,544 shares (11.4%) and BlackRock, Inc. owned 14,750,420 shares (9.2%). All current directors and executive officers as a group beneficially owned 558,919 shares, which is less than 1%.
Is the Board independent?
The Board has nine members. The Board determined that eight of them are independent under Nasdaq Rules: Alan S. Batey, Kevin L. Beebe, Eric J. Guerin, Christine King, Suzanne E. McBride, David P. McGlade, Robert A. Schriesheim, and Maryann Turcke. Liam K. Griffin, who is also Chairman, CEO and President, is the only employee director.
06—Continue