Jennifer Wuamett - Executive Vice President, General Counsel, Corporate Secretary and Chief Sustainability Officer | NXP Semiconductors (NXPI) Executive Profile & Compensation

About Jennifer Wuamett

Jennifer B. Wuamett (born 1965) is Executive Vice President, General Counsel, Corporate Secretary, and Chief Sustainability Officer at NXP. She has served on NXP’s management team since 2018, overseeing worldwide legal, governance, compliance, intellectual property, and sustainability/risk programs, and signs shareholder communications in her capacity as Secretary . Prior roles include Senior Vice President, General Counsel and Secretary at Freescale, and various positions at Motorola dating back to 1997 . Company performance under the executive team in 2024: revenue $12.61B (-5% y/y), GAAP gross margin 56.4% (-50 bps y/y), GAAP operating margin 27.1% (-50 bps y/y), diluted EPS $9.73, and cash from operations $2.78B; shareholder say‑on‑pay received ~96% approval in 2024, and pay-versus-performance disclosures highlight TSR and CAP linkages .

Past Roles

Organization	Role	Years	Strategic Impact
NXP Semiconductors N.V.	EVP, General Counsel; Corporate Secretary; Chief Sustainability Officer	Since 2018	Oversees worldwide legal, governance, compliance, IP; leads sustainability and risk programs; corporate Secretary signing Board materials
Freescale Semiconductor	Senior VP, General Counsel & Secretary	Beginning 1997	Senior legal and corporate governance leadership
Motorola	Various legal roles	Beginning 1997	Legal roles building foundation for later GC responsibilities

External Roles

Organization	Role	Years	Strategic Impact
Plexus Corp.	Director	Current	Board-level oversight at an electronics manufacturer

Fixed Compensation

Multi-year NEO compensation (USD):

Year	Salary ($)	Stock Awards ($)	Non-Equity Incentive ($)	All Other Compensation ($)	Total ($)
2024	583,750	3,283,800	289,808	20,834	4,178,192
2023	563,750	3,009,558	566,412	19,600	4,159,320
2022	532,635	2,776,173	632,720	18,644	3,960,172

Key fixed pay and perquisites:

Annualized base salary as of Dec 31, 2024: $590,000; target AIP bonus 80% of base .
Perquisites included in 2024 “All Other Compensation”: executive physical and Company 401(k) contributions ($17,250) .

Performance Compensation

Annual Incentive Program (AIP) framework (2024):

Metrics and weights: 1H Revenue (20%), 1H Adjusted Gross Margin (20%), 2H Revenue (20%), 2H Adjusted Gross Margin (20%), Annual Sustainability Scorecard (20%); sustainability payout requires non‑GAAP operating margin ≥32% .
Payout mechanics: single annual payout capped at 200% of target; paid in Q2 of the following year .

AIP outcome (2024):

Metric	Weighting	Target	Actual	Payout	Vesting/Payment
AIP (overall)	—	$472,000	—	$289,808 (61.4% of target)	Paid Q2 2025

2024 Sustainability Scorecard results incorporated in AIP:

Goal	Why Chosen	Achievement
Retention (voluntary attrition)	Continuity of talent drives innovation/productivity	3 of 3 points (met stretch goal)
IDL Engagement ≥75th percentile (tech benchmark)	Engagement supports long-term value	2 of 3 points (between 75th–90th percentile)
Increase women in IDL	Improve representation	1 of 3 points (below aspiration)
Carbon emissions reduction (load‑adjusted)	Efficiency and emissions reduction roadmap	2 of 3 points (5% reduction)
Water recycling in manufacturing	Conserve/withdraw less water via recycling	3 of 3 points (met stretch goal)
Scope 3 emissions (sold products)	Address full value-chain impact	1 of 3 points (below goal)

Long-Term Incentive (LTI) program design:

70% PSUs; 30% RSUs; PSUs vest 100% after 3 years based on Relative TSR vs peer group (linear schedule: 0% <25th percentile, 25% at 25th, 100% at 50th, 200% at ≥75th; PSU payout capped at 100% if absolute TSR is negative) .
RSUs vest 1/3 per year on each grant anniversary .

2024 LTI awards (grant date Nov 5, 2024):

Component	Target Value ($)	Target Units (#)	Grant Date Fair Value ($)	Vesting	Performance Measure
PSUs	2,100,000	9,348	2,413,560	100% on Nov 4, 2027 (cliff)	Relative TSR (0–200% schedule; 100% cap if negative TSR)
RSUs	900,000	4,007	870,240	1/3 per year on grant anniversaries	Time-based

Outstanding PSUs status (as of Dec 31, 2024):

Grant Date	Target PSUs (#)	Scheduled Vest Date	Performance Factor as of 12/31/2024
Nov 1, 2022	11,064	Oct 31, 2025	78.57% (subject to final certification)
Nov 7, 2023	10,361	Nov 6, 2026	35.71% (subject to final certification)
Nov 5, 2024	9,348	Nov 4, 2027	29.95% (subject to final certification)

PSU realization history for NXP’s 2018–2021 grants ranged from 76.32% to 173.68% of target, evidencing a direct connection to relative TSR outcomes .

Equity Ownership & Alignment

Item	Detail
Beneficial ownership	36,220 common shares; <1% of shares outstanding (Company total 252,801,803 as of Apr 15, 2025)
Options	None outstanding for NEOs as of Dec 31, 2024
Unvested RSUs (by grant)	1,582 (11/1/2022), 2,961 (11/7/2023), 4,007 (11/5/2024)
RSU market value (12/31/2024)	$328,819; $615,444; $832,855 respectively
Unearned PSUs (target)	11,064 (2022 grant), 10,361 (2023), 9,348 (2024)
PSU payout value (est. at target)	$2,299,652; $2,153,534; $1,942,982 respectively (subject to performance)
Vesting schedules	RSUs: equal installments annually on grant anniversaries; PSUs: cliff vest on scheduled dates subject to RTSR performance
Ownership guidelines	Executives (Section 16 officers): 3x base salary; 5-year compliance window; retain 100% of net shares until met; all NEOs in compliance
Hedging/pledging	Prohibited for employees/directors; no shorting or margin pledging allowed

Employment Terms

Provision	Details
Employment agreement	With NXP USA, Inc.; sets base salary, AIP target, benefits participation
Termination (without misconduct)	Lump-sum severance equal to one year’s base salary + pro‑rata AIP for period worked (if conditions met), contingent on release of claims
Change-of-control (double trigger)	If involuntary termination without cause or resignation for good reason within 12 months post-CoC: minimum 24 months base pay + 2x target bonus; accelerated vesting per plan; 12 months benefits continuation for US executives; no excise tax gross‑up
Non-compete / non-solicit	12-month non‑competition and non‑solicitation post-termination; confidentiality obligations maintained
Clawbacks	Dodd-Frank compliant clawback adopted in 2023; Dutch law clawbacks also apply to performance-based pay

Investment Implications

Alignment: Significant at‑risk pay via PSUs tied to 3‑year relative TSR; RSUs provide retention; stock ownership guidelines enforced; hedging/pledging prohibited—strong alignment with shareholders and reduced misalignment risk .
Near-term selling pressure: Scheduled RSU vesting across 2025–2027 and potential PSU settlements (2025–2027) can create episodic liquidity events, but prohibitions on hedging/pledging and guideline retention requirements temper forced selling; current PSU performance factors are below target for 2023/2024 grants (35.71%, 29.95%) which may limit near-term realized shares absent improved TSR .
Retention/CoC: Standard severance (1x salary + pro‑rata bonus) and robust double-trigger CoC terms (≥24 months base + 2x bonus with accelerated vesting) reduce retention risk through corporate transitions and align focus during potential M&A without shareholder‑unfriendly excise tax gross‑ups .
Governance/ESG link: Sustainability goals comprise 20% of AIP with explicit outcomes disclosed; 2024 results show mixed achievement (strong retention/water recycling; below aspiration for women in IDL and Scope 3 product emissions), informing ongoing execution risk/opportunity in ESG-linked incentives .

Citations: All facts, figures, and dates above are cited inline using [doc_id:chunk_idx] from NXP’s 2025 DEF 14A and related 8-K.