Andrew Micallef
Executive Vice President and Chief Operations and Manufacturing Officer at 
NXP Semiconductors
NXP SemiconductorsExecutive
About Andrew Micallef
Andrew Micallef (born 1965) is Executive Vice President, Chief Operations and Manufacturing Officer at NXP (NXPI). He joined NXP in May 2021 and leads end-to-end manufacturing, quality, and supply chain strategy, building on 20+ years in semiconductor operations across manufacturing, procurement, logistics, quality, test engineering, IT, and facilities . NXP’s incentive design ties his pay to company performance using revenue, adjusted gross margin, and a sustainability scorecard in the annual plan, and three-year relative TSR in PSUs; 2024 AIP payout was 61.4% of target and PSU realizations for prior cycles ranged from 76.32% (2021 grant vesting in 2024) to 173.68% (2020 grant vesting in 2023) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Marvell | Chief Operations Officer | Not disclosed | Led global operations transformation and execution as COO |
| Intersil Corporation | Operations leadership | Not disclosed | Oversaw manufacturing, supply chain, and quality functions |
| Audience | Operations leadership | Not disclosed | Managed operations across supply chain and product/test engineering |
| LSI Corporation | Operations leadership | Not disclosed | Led manufacturing and logistics initiatives |
| Agere Systems | Operations leadership | Not disclosed | Led operations and facilities programs |
External Roles
No external directorships or committee roles disclosed for Mr. Micallef .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $517,635 | $535,000 | $547,500 |
| Annualized Base Salary (as of Dec 31, 2024) | — | — | $560,000; +5% YoY |
| AIP Target (% of Base Salary) | — | 80% | 80% |
| Nonequity Incentive Plan Compensation ($) | $615,464 | $524,728 | $275,072 |
| Stock Awards ($) (RSUs+PSUs grant-date fair value) | $2,544,850 | $2,954,875 | $3,283,800 |
| All Other Compensation ($) | $37,260 | $43,843 | $42,304 |
| Total ($) | $3,715,209 | $4,058,446 | $4,148,676 |
| AIP Payout Factor (Company-wide NEOs) | 143.8% of target | 122.6% of target | 61.4% of target |
| Key Perquisites (2024) | — | — | Home office allowance, tax preparation, 401(k) contributions, and tax gross-up for tax return preparation services |
Performance Compensation
Annual Incentive Program (AIP) Design and 2024 Structure
| Component | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| 1H Revenue | 20% | Not disclosed | Not disclosed | Included in overall 61.4% payout factor (NEOs) | Cash paid in 2Q following year |
| 1H Adjusted Gross Margin | 20% | Not disclosed | Not disclosed | Included in overall 61.4% payout factor (NEOs) | Cash paid in 2Q following year |
| 2H Revenue | 20% | Not disclosed | Not disclosed | Included in overall 61.4% payout factor (NEOs) | Cash paid in 2Q following year |
| 2H Adjusted Gross Margin | 20% | Not disclosed | Not disclosed | Included in overall 61.4% payout factor (NEOs) | Cash paid in 2Q following year |
| Annual Sustainability Scorecard | 20% | Not disclosed; payout gated by ≥32% non-GAAP op margin threshold | Not disclosed | Included in overall 61.4% payout factor (NEOs) | Cash paid in 2Q following year |
AIP targets: 2024 AIP target remained unchanged at 80% of base salary for Micallef .
2024 Grants of Plan-Based Awards (Andrew Micallef):
| Plan | Grant Date | Threshold ($) | Target ($) | Maximum ($) | PSUs Target (#) | RSUs (#) | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|---|---|
| 2024 AIP | — | $22,400 | $448,000 | $896,000 | — | — | — |
| 2019 OIP PSUs | 11/5/2024 | — | — | — | 9,348 | — | $2,413,560 (weighted fair value; PSU per-share fair value $258.19) |
| 2019 OIP RSUs | 11/5/2024 | — | — | — | — | 4,007 | $870,240 (RSU per-share fair value $217.18) |
PSU performance realizations (Company program history):
| Grant Year | Vest Year | Realization (% of target PSUs earned) |
|---|---|---|
| 2018 | 2021 | 135.29% |
| 2019 | 2022 | 84.21% |
| 2020 | 2023 | 173.68% |
| 2021 | 2024 | 76.32% |
2021 hire and annual grants (Andrew Micallef):
| Award Type | Grant Date | Shares/Units | Notes |
|---|---|---|---|
| New hire RSU | 8/3/2021 | 4,750 RSUs; $978,738 grant-date fair value | Vests 1/3 per year on 1st, 2nd, 3rd anniversary |
| Annual PSUs (target) | 11/2/2021 | 6,439 PSUs | Cliff vests at 3 years; 0–2 shares per unit based on relative TSR |
| Annual RSUs | 11/2/2021 | 2,760 RSUs | Vests 1/3 per year |
Vesting schedules:
- RSUs: Equal installments on the first, second, and third anniversaries of grant (e.g., 2024 grant vests on Nov 5, 2025/2026/2027) .
- PSUs: Cliff vest on the third anniversary (e.g., 2024 grant vests on Nov 5, 2027) with 0–2 shares per unit based on three-year relative TSR vs peer group .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Apr 15, 2025) | 8,828 common shares; <1% of outstanding |
| Shares Outstanding Basis | 252,801,803 common shares; excludes 21,717,835 treasury shares |
| Stock Ownership Guideline | 3x base salary for Section 16 officers (NEOs); 5-year compliance window; NEOs in compliance |
| Hedging/Pledging Policy | Prohibits hedging, pledging, hypothecating, short selling; derivatives restricted |
| Options Outstanding | None for NEOs as of Dec 31, 2024 |
Outstanding equity awards at year-end (Dec 31, 2024; closing price $207.85):
| Award Type | Units Not Vested (#) | Market/Payout Value ($) |
|---|---|---|
| RSUs | 1,449 | $301,175 |
| RSUs | 2,907 | $604,220 |
| RSUs | 4,007 | $832,855 |
| PSUs (unearned) | 10,142 | $2,108,015 |
| PSUs (unearned) | 10,173 | $2,114,458 |
| PSUs (unearned) | 9,348 | $1,942,982 |
Employment Terms
| Provision | Detail |
|---|---|
| Employer/Agreement | Employment agreement with NXP USA, Inc. |
| Notice | Either party may terminate; employee can resign with three months’ written notice |
| Severance (no cause) | Lump sum equal to one year’s base salary plus pro-rata AIP for time worked (subject to bonus conditions) |
| Change of Control (double trigger) | Minimum 24 months of base pay and 2x target bonus; accelerated vesting of unvested equity; 12 months benefits continuation for US-based NEOs; no excise tax gross-ups |
| Restrictive Covenants | Non-compete and non-solicit for 12 months post-termination; confidentiality obligations |
| Clawbacks | Dodd-Frank compliant clawback (2023); Dutch law-based clawback for performance awards |
| Insider Trading | Policy prohibits hedging/pledging and derivatives transactions |
Potential Payments upon Termination or Change of Control (as of Dec 31, 2024; assumes $207.85/share):
| Scenario | Cash Payments ($) | Equity-Related Payments ($) | Benefits Continuation ($) | Total ($) |
|---|---|---|---|---|
| Involuntary separation (Company convenience) | $835,072 | $2,105,936 | — | $2,941,008 |
| Death | $275,072 | $4,731,705 | — | $5,006,777 |
| Disability | $275,072 | $2,105,936 | — | $2,381,008 |
| Change of control with termination within 12 months (double trigger) | $2,291,072 | $4,731,705 | $25,487 | $7,048,264 |
| Retirement | — | — | — | — |
| Termination for cause or voluntary resignation | — | — | — | — |
Compensation Structure Analysis
- Mix and trends: Base salary increased to an annualized $560,000 (+5% YoY), while stock awards rose from $2.54M (2022) to $3.28M (2024), keeping equity a dominant pay component .
- At-risk pay: Other NEOs average ~86% target compensation at-risk; programs cap payouts at 200% of target; PSUs are 70% of LTI and subject to RTSR with a 100% cap if TSR is negative .
- AIP rigor: 2024 includes revenue and adjusted gross margin (1H and 2H) plus sustainability metrics; sustainability payout gated by ≥32% non-GAAP operating margin .
- Governance safeguards: Double-trigger CoC, clawbacks (Dodd-Frank and Dutch law), prohibition on hedging/pledging; no excise tax gross-ups .
Risk Indicators & Red Flags
- Pledging/Hedging: Prohibited for executives and directors (reduces alignment risk) .
- Tax Gross-Up: Limited tax gross-up applied to tax preparation services for Micallef in 2024 perquisites (minor, not CoC related) .
- Options Repricing: Not permitted without shareholder approval; no options outstanding (reduces repricing risk) .
Investment Implications
- Alignment: Strong pay-for-performance linkage via RTSR PSUs and revenue/margin AIP metrics; ownership guideline of 3x salary and prohibition on pledging/hedging enhance alignment .
- Retention: Material unvested RSUs/PSUs (e.g., 4,007 RSUs; 9,348 target PSUs from 2024 grant; plus prior cycles) and double-trigger CoC protections suggest moderate retention risk but robust retention hooks .
- Selling pressure: Scheduled RSU vesting on Nov 5, 2025/2026/2027 and PSU cliff vest in 2027 could create periodic supply; no options outstanding mitigates forced exercise pressure .
- Execution focus: Role spans manufacturing and supply chain; AIP weight on revenue and gross margin plus PSU RTSR history (e.g., 76.32% for 2021 grant) tie realized pay to operational and shareholder outcomes .