01—Abstract
Summary
Summary of the 10-K/A filed January 24, 2025. Cited figures are marked; the original filing is the authoritative source.
This Part III filing for Skyworks Solutions, Inc. covers directors, executive officers, executive compensation, security ownership, related-party matters, and auditor fees for fiscal year 2024, which ended September 27, 2024.
Revenue for the year was $4,178 milliona and non-GAAP operating income was $1,137 million. Because the short-term incentive plan's threshold was tied to full-year non-GAAP operating income of at least $1.0 billion, the Compensation Committee paid each Named Executive Officer 73% of target. Emerging revenue reached $772 million, up from $728 million, and the Company achieved approximately 61% of target shares for that metric.
The EBITDA margin metric ranked at the 60th percentile against the peer group, earning 125%b of target shares. Shareholder support for compensation was strong, with approximately 88% of votes cast approving the 2024 say-on-pay proposal. The Company reported outreach to 20 institutional stockholders representing approximately 54% of shares outstanding.
The Compensation Committee made several changes in response, including returning the short-term incentive to a one-year performance period and extending the vesting period for the EBITDA margin metric in fiscal year 2025 awards to three years. The FY22 PSA TSR metric was cancelled after the Company's TSR of -38%c ranked 17th percentile. CEO Liam K.
Griffin's total compensation was $18,096,527,d which the filing estimates at approximately 574 times the median employee's $31,541. As of January 17, 2025, 160,741,022 shares were outstanding.
The Vanguard Group, Inc. (11.6%) and BlackRock, Inc. (10.0%) were the only holders named as 5% beneficial owners. KPMG LLP's total fees rose to $3,746,034 in fiscal 2024 from $2,497,214 in fiscal 2023, driven mainly by tax fees of $818,008.
02—Key points
Key Highlights
- Fiscal 2024 revenue was $4,178 million and non-GAAP operating income was $1,137 million, which produced a short-term incentive award equal to 73% of target for each Named Executive Officer.
- Approximately 88% of votes cast approved the 2024 say-on-pay proposal, and the Compensation Committee made changes after outreach to institutional holders representing approximately 54% of shares outstanding.
- Emerging revenue was $772 million versus $728 million in fiscal 2023, and the Company achieved approximately 61% of target shares for that metric.
- The EBITDA margin percentile ranking metric reached the 60th percentile against peers, earning 125% of target shares, and the 3-year TSR metric for the FY22 PSAs was cancelled after a TSR of -38% ranked 17th percentile.
- CEO Liam K. Griffin's total compensation was $18,096,527, which the filing estimates at approximately 574 times the median employee's $31,541.
- As of January 17, 2025, there were 160,741,022 shares outstanding; The Vanguard Group, Inc. held 11.6% and BlackRock, Inc. held 10.0%.
- KPMG LLP's total fees were $3,746,034 for fiscal 2024, up from $2,497,214 in fiscal 2023, with tax fees of $818,008 and audit fees of $2,622,000.
03—One dollar
Follow one dollar
Of each $1.00 of revenue in FY2024, Skyworks Solutions kept $0.14.
- Revenue$4.18B100.0%
- Cost of revenue−$2.46B58.8%
- Gross profit$1.72B41.2%
- Operating costs−$1.08B25.9%
- Operating income$637.4M15.3%
- Interest, other & tax−$41.4M1.0%
- Net income$596.0M14.3%
Where FY2024 revenue went
$4.18B- Cost of revenue: $2.46B, 59% of revenue
- R&D: $631.7M, 15% of revenue
- Net income: $596.0M, 14% of revenue
- SG&A: $300.8M, 7.2% of revenue
- Other operating costs: $150.9M, 3.6% of revenue
- Interest, other & tax: $41.4M, 1.0% of revenue
Kept 14% as net incomeInterest, other & tax $41.4M · 1.0%
Full revenue history →04—Financials
Financial Highlights
Figures from 10-K/AFY2024filed January 24, 2025Financial Statements
FY2024 against FY2023
| Line item | FY2024FY2023 | Change |
|---|---|---|
| Revenue | $4.18B$4.77B | −12.5% |
| Cost of Revenue | $2.46B$2.67B | −7.8% |
| Gross Profit | $1.72B$2.11B | −18.3% |
| R&D Expenses | $631.70M$606.80M | +4.1% |
| SG&A Expenses | $300.80M$314.00M | −4.2% |
| Operating Expenses | $1.08B$982.30M | +10.3% |
| Operating Income | $637.40M$1.13B | −43.3% |
| Interest Expense | $30.70M$64.40M | −52.3% |
| Net Income | $596.00M$982.80M | −39.4% |
| EPS (Basic) | $3.72$6.17 | −39.7% |
| EPS (Diluted) | $3.69$6.13 | −39.8% |
| Shares Outstanding (Basic) | 160.10M159.40M | +0.4% |
| Shares Outstanding (Diluted) | 161.50M160.30M | +0.7% |
05—Questions
Frequently Asked Questions
How did Skyworks perform against its fiscal 2024 short-term incentive targets?
Revenue of $4,178 million and non-GAAP operating income of $1,137 million resulted in a short-term award equal to 73% of target for each Named Executive Officer. The revenue threshold was $4,000 million and the target was $4,375 million, while the non-GAAP operating income threshold was $1,000 million and the target was $1,311 million.
How did shareholders respond to the executive compensation program?
Approximately 88% of votes cast approved the say-on-pay proposal at the 2024 Annual Meeting. Following that meeting, the Company engaged with 20 institutional stockholders representing approximately 54% of shares outstanding, and many expressed support for the program. The Compensation Committee returned the short-term incentive to a one-year performance period and lengthened the vesting period for the EBITDA margin metric in fiscal 2025 awards to three years.
What are the largest stockholders and how much stock is outstanding?
As of January 17, 2025, there were 160,741,022 shares outstanding. The Vanguard Group, Inc. reported beneficial ownership of 18,656,173 shares, or 11.6%, and BlackRock, Inc. reported 16,129,698 shares, or 10.0%. Directors and executive officers as a group held 642,789 shares, which the filing describes as less than 1%.
What did the CEO earn and how does it compare with the median employee?
Chairman, CEO and President Liam K. Griffin's total compensation for fiscal 2024 was $18,096,527. The median compensated employee's total compensation was $31,541, and the filing estimates the CEO's pay at approximately 574 times that of the median employee.
How much did the Company pay its independent auditor?
KPMG LLP billed total fees of $3,746,034 for fiscal 2024, including audit fees of $2,622,000, audit-related fees of $306,026, and tax fees of $818,008. Total fees for fiscal 2023 were $2,497,214. The Audit Committee preapproved all KPMG services during both years.
06—Continue