01—Abstract
Summary
Summary of the 8-K filed December 13, 2024. Cited figures are marked; the original filing is the authoritative source.
Skyworks Solutions, Inc. (SWKS) filed this Form 8-K on December 13, 2024 under Item 5.02, disclosing compensatory arrangements for executive officers.
On December 12, 2024, the Compensation Committee of the Board of Directors approved the Fiscal Year 2025 Executive Incentive Plan, which provides cash incentive awards to senior management, including the named executive officers, based on achievement of corporate performance metrics during fiscal 2025. The plan sets minimum performance thresholds that must be met before any incentives are paid. Its annual corporate goals, approved in advance by the Compensation Committee, are based on revenue and non-GAAP operating income.
Upon completion of the fiscal year, the Compensation Committee will determine the extent to which these metrics were attained, review the CEO's recommended payouts, and approve any awards. The committee may also approve settling all or part of an award in company common stock instead of cash. Target awards are set as a percentage of base salary.
The CEO and the Senior Vice President and Chief Financial Officer are eligible for aggregate awards of 160%a and 100% of base salary, respectively, at target performance. The other named executive officers, the Senior Vice Presidents of Technology and Manufacturing, Sales and Marketing, and the General Counsel and Secretary, are eligible for 80% of base salary at target. For all of these officers, the maximum payout is two times target if performance exceeds the target metrics.
02—Key points
Key Highlights
- Compensation Committee approved the Fiscal Year 2025 Executive Incentive Plan on December 12, 2024.
- Incentive awards are tied to revenue and non-GAAP operating income goals for fiscal 2025, with minimum performance thresholds that must be met before any payout.
- CEO target incentive is 160% of base salary; the Senior Vice President and CFO target is 100% of base salary.
- Other named executive officers (SVP Technology and Manufacturing, SVP Sales and Marketing, SVP General Counsel and Secretary) have a target of 80% of base salary.
- All eligible executives can earn up to two times their target award if the company exceeds its target performance metrics.
- The Compensation Committee has discretion to pay awards in company common stock in lieu of cash.
- Final payouts depend on Compensation Committee determination after fiscal 2025 results and review of the CEO's recommended payouts.
03—Questions
Frequently Asked Questions
What is the Fiscal Year 2025 Executive Incentive Plan?
It is a cash incentive program approved by the Compensation Committee on December 12, 2024, for senior management, including the named executive officers. Awards are earned based on the company's achievement of corporate performance metrics during fiscal 2025.
What metrics determine whether executives earn incentive awards?
The annual corporate goals, approved in advance by the Compensation Committee, cover revenue and non-GAAP operating income. The plan also sets minimum performance metrics that must be achieved before any awards are paid.
How large are the target incentive awards?
At target performance, the CEO can earn 160% of base salary and the Senior Vice President and Chief Financial Officer can earn 100%. The other named executive officers can earn 80% of base salary. The maximum payout is two times target.
Can incentive awards be paid in stock?
Yes. The Compensation Committee has discretion to approve issuing company common stock in lieu of cash for all or part of an award.
When will the awards be determined?
Upon completion of fiscal year 2025, the Compensation Committee will determine the extent to which performance metrics were attained, review the CEO's recommended payouts, and approve any awards.
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