Christopher Jensen - Executive Vice President and Chief People Officer | NXP Semiconductors (NXPI) Executive Profile & Compensation

About Christopher Jensen

Christopher Jensen (born 1969, American) is Executive Vice President and Chief People Officer at NXP Semiconductors, serving in this role since June 2020; he oversees global human resources, people strategy, and culture, and was integral to the cultural integration following NXP’s merger with Freescale in 2015 . He holds a B.S. in organizational behavior from the University of San Francisco and an MBA from Baylor University (Beta Gamma Sigma) . Company performance context for 2024: revenue $12.61B (-5% YoY), GAAP gross margin 56.4% (-50 bps), operating margin 27.1% (-50 bps), diluted EPS $9.73, cash from operations $2.78B; non-GAAP gross margin 58.1% (-40 bps), operating margin 34.6% (-50 bps), non-GAAP FCF $2.09B, capital return $2.4B (TTM) . NXP’s pay program is heavily at-risk: on average, other NEOs (including Jensen) had ~86% of target compensation at risk and ~64% directly linked to performance in 2024 .

Past Roles

Organization	Role	Years	Strategic Impact
NXP Semiconductors	Executive VP, Chief People Officer	Since June 2020	Leads global HR, people strategy, culture; integral to post-merger cultural integration
NXP (post-Freescale merger)	Senior HR leadership	Since 2015	Drove cultural integration after 2015 merger
Freescale Semiconductor	Executive HR positions	Not disclosed	Led HR functions including change management and comp/benefits; M&A experience
Applied Materials	Executive HR positions	Not disclosed	HR leadership (change management, comp/benefits)
Tandem Computers	Executive HR positions	Not disclosed	HR leadership roles

Fixed Compensation

Component	Detail
Annualized Base Salary (as of Dec 31, 2024)	$540,000; 6% YoY increase
Annual Incentive Plan (AIP) Target	80% of base salary

Multi-year salary (from SCT):

Metric	FY 2022	FY 2023	FY 2024
Salary ($)	$490,154	$510,000	$525,000

Performance Compensation

AIP structure and outcomes:

AIP components and weights (2024): 1H Revenue (20%), 1H Adjusted Gross Margin (20%), 2H Revenue (20%), 2H Adjusted Gross Margin (20%), Annual Sustainability Scorecard (20%); sustainability portion only pays if non-GAAP operating margin ≥32%; overall AIP payout capped at 200% of target .
2024 AIP target and payout for Jensen: target $432,000; payout $265,248 (61.4% of target) .

Metric	Weighting	Target / Thresholds	Actual / Notes	Payout Impact
1H Revenue	20%	Set by HRCC vs AOP (not disclosed)	Not disclosed	Included in 61.4% overall payout
1H Adjusted Gross Margin	20%	Set by HRCC vs AOP (not disclosed)	Not disclosed	Included in 61.4% overall payout
2H Revenue	20%	Set by HRCC vs AOP (not disclosed)	Not disclosed	Included in 61.4% overall payout
2H Adjusted Gross Margin	20%	Set by HRCC vs AOP (not disclosed)	Not disclosed	Included in 61.4% overall payout
Annual Sustainability Scorecard	20%	No payout if non-GAAP Op Margin <32%	Detailed achievements below	Included in 61.4% overall payout

2024 Sustainability Scorecard achievements:

Goal	Achievement
Retention	3/3 points; retention met stretch goal
Team Member Engagement	2/3 points; IDL engagement index between 75th–90th percentile
Women in the Workforce (IDL)	1/3 points; below 2024 aspiration
Energy Efficiency	2/3 points; 5% emissions reduction
Water Efficiency	3/3 points; recycled water at stretch goal
Scope 3 Emissions Program	1/3 points; below pre-established goal

Long-Term Incentive (LTI) program and grants:

Design: 70% PSUs (RTSR vs peer group), 30% RSUs; PSUs cliff-vest 3 years, pay 0–2x shares based on RTSR; RSUs vest 1/3 annually over 3 years .
2024 LTI target (granted 11/5/2024, grant-date close $224.65): total $3,000,000; PSUs $2,100,000 (9,348 target units); RSUs $900,000 (4,007 units) .
PSU historical realizations: 2018 grant vested 2021 at 135.29%; 2019→2022 at 84.21%; 2020→2023 at 173.68%; 2021→2024 at 76.32% .

LTI Component	Grant Date	Target Value ($)	Units	Vesting	Notes
PSUs (RTSR)	11/5/2024	$2,100,000	9,348	Cliff vest at 3 years (Nov 2027)	0–2x shares based on RTSR vs peer group; per-share fair value $258.19
RSUs	11/5/2024	$900,000	4,007	1/3 per year over 3 years	Time-based retention

Value realized on vesting (2024):

Metric	2024
Shares vested	9,969
Value realized ($)	$2,334,021

Summary Compensation (Jensen only):

Metric	FY 2022	FY 2023	FY 2024
Salary ($)	$490,154	$510,000	$525,000
Stock Awards ($)	$2,776,173	$3,009,558	$3,283,800
AIP (Non-Equity) ($)	$586,704	$500,208	$265,248
All Other Comp ($)	$15,250	$20,233	$20,650
Total ($)	$3,868,281	$4,039,999	$4,094,698

Equity Ownership & Alignment

Beneficial ownership: 6,713 common shares; less than 1% of outstanding shares .
Ownership guidelines: Section 16 officers (including NEOs) must hold 3x base salary; compliance window 5 years; all NEOs are in compliance; count shares owned and unvested time-based RSUs toward guideline; retain 100% of net shares from LTI until guideline met .
Hedging/pledging: Hedging, pledging, hypothecating, short selling prohibited; derivatives transactions disallowed .

Beneficial ownership:

Holder	Shares	% Outstanding
Christopher Jensen	6,713	* (less than 1%)

Outstanding equity (as of Dec 31, 2024; close $207.85):

Award Type	Tranche	Unvested Units (#)	Market Value ($)
RSUs	2022 grant	1,582	$328,819
RSUs	2023 grant	2,961	$615,444
RSUs	2024 grant	4,007	$832,855
PSUs (unearned)	2022 grant	11,064	$2,299,652
PSUs (unearned)	2023 grant	10,361	$2,153,534
PSUs (unearned)	2024 grant	9,348	$1,942,982
Stock Options	—	None outstanding	—

Employment Terms

Employment agreement: US-based executive agreement with NXP USA; 3 months’ notice by either party; immediate termination for misconduct .
Severance (non-CoC): If terminated absent misconduct, lump sum of one year base salary and pro-rata AIP for period worked, contingent on release; 12-month non-compete and non-solicit; confidentiality obligations .
Change-of-control (double-trigger): If terminated without cause or resigns for good reason within 12 months post-CoC, benefits include minimum 24 months base pay and 2x target bonus or higher local program, accelerated vesting per award terms, 12 months benefits continuation for US-based NEOs; no excise tax gross-ups .
Clawbacks: Dodd-Frank compliant clawback adopted in 2023; Dutch law clawbacks for performance-based compensation; no recoveries to date .

Potential payments (assumes event on Dec 31, 2024; stock $207.85):

Scenario	Cash ($)	Equity ($)	Benefits ($)	Total ($)
Involuntary (Company convenience, no cause)	$805,248	$2,245,196	—	$3,050,444
Death	$265,248	$4,934,983	—	$5,200,231
Disability	$265,248	$2,245,196	—	$2,510,444
CoC + termination within 12 months	$2,209,248	$4,934,983	$25,487	$7,169,718

Investment Implications

Strong pay-for-performance alignment: Jensen’s compensation is predominantly at-risk, with AIP tied to revenue/gross margin halves and a rigorous sustainability scorecard; 2024 AIP paid 61.4% of target amid a softer market, evidencing payout sensitivity to operating conditions .
Long-term equity design drives retention and alignment: RSUs vest evenly over three years and PSUs cliff-vest at three years with RTSR gating; historical PSU realizations have varied with market/peer TSR, reducing windfall risk and reinforcing performance linkage .
Limited selling pressure and governance safeguards: EOP requires retention of net shares until guidelines are met, and hedging/pledging is prohibited—mitigating forced selling/pledging risk; clawback policies further strengthen downside accountability .
Defined severance economics: Non-CoC severance is modest (one-year base + pro-rata AIP), while CoC double-trigger economics (2x base + 2x target AIP, accelerated vesting) are competitive but not excessive (no excise tax gross-ups), limiting payout inflation risk .