William Betz

About William Betz

Executive Vice President and Chief Financial Officer of NXP Semiconductors since October 2021; joined NXP in 2013 after finance leadership roles at Fairchild Semiconductor, LSI Logic and Agere Systems. Holds an MBA from the University of Chicago Booth School of Business and a BS in Business Administration from West Virginia University; born 1977 (American). As CFO, he oversees treasury, IR, audit, tax and M&A; NXP delivered 2024 revenue of $12.61B (-5% YoY), GAAP gross margin 56.4%, GAAP operating margin 27.1%, diluted EPS $9.73, cash from operations $2.78B, and non-GAAP FCF $2.09B . Prior PSU realizations tied to relative TSR have ranged widely (2018 grant: 135.29%; 2019: 84.21%; 2020: 173.68%; 2021: 76.32%), evidencing cyclicality in long-term pay-for-performance outcomes .

Past Roles

External Roles

No public company directorships or external board roles disclosed for Betz .

Fixed Compensation

• 2024 target bonus percent ≈ 104% of base (650,000 / 625,000), based on disclosed AIP target and salary .
• 2024 perquisites include tax preparation, 401(k) contributions ($17,250) and a tax gross-up only for tax prep services; company does not provide excise tax gross-ups for change-in-control .

Performance Compensation

Annual Incentive Program (AIP)

• Structure and metrics: Company-wide AIP focused on absolute revenue, non-GAAP gross margin, and an annual sustainability scorecard (20% weighting). 2024 targets set semi-annually to reflect market dynamics .
• 2024 sustainability scorecard outcomes: retention (stretch achieved), IDL engagement (75th–90th percentile), women in IDL (below aspiration), carbon emissions (-5%), water recycling (stretch achieved), Scope 3 methodology (below goal) .
• 2024 payout: AIP paid 61.4% of target for NEOs; for Betz, target $650,000 and payout $399,100 .

Long-Term Incentive (LTI)

• Mix and metrics: 70% PSUs and 30% RSUs at grant; PSU performance based on 3-year relative TSR vs peer group; payout 0–200%, capped at 100% if absolute TSR is negative; RSUs vest ratably over 3 years .
• Betz’s 2024 LTI (grant date 11/5/2024): PSUs (target) 10,906; RSUs 4,674; grant-date closing price $224.65; PSU fair value modeling details disclosed (Monte Carlo; vol 38.60%; initial TSR 5.67%) .

Equity Ownership & Alignment

• Beneficial ownership: 8,670 common shares (includes 365 held via custodial account); based on 252,801,803 shares outstanding (ex-treasury) as of April 15, 2025; represents <1% of outstanding, consistent with proxy presentation .
• Stock ownership guidelines: Section 16 officers must hold 3x base salary; compliance window 5 years; Betz and all NEOs are in compliance .
• Hedging and pledging: Company prohibits hedging, short selling, use of derivatives, margin accounts, and pledging of company stock by executives/directors .
• Options: No options outstanding for NEOs as of 12/31/2024; company does not reprice or buy out options without shareholder approval .

Vested vs Unvested/Unearned Equity (as of 12/31/2024; closing price $207.85)

• Near-term vesting cadence: 2024 RSUs vest 1,558 units per year on each anniversary of 11/5/2024, subject to continued employment .

Employment Terms

• Role/tenure: CFO since October 2021; employment agreement sets base salary, AIP target, LTI participation, ownership requirements, and includes non-compete and non-solicit provisions; detailed agreement description in proxy employment arrangements section .
• Clawbacks: Dodd-Frank-compliant policy; company may recover incentive compensation after accounting restatements and under Dutch law if payouts were based on incorrect data; no recoveries disclosed to date .
• Change-of-control policy (double trigger): minimum 24 months base pay and 2x target bonus (or higher if local statutory program), accelerated vesting of outstanding unvested equity, 12 months benefits continuation for U.S. executives; no excise tax gross-ups .

Potential Payments (Hypothetical as of 12/31/2024)

Investment Implications

• Pay-for-performance alignment: Heavy weighting to PSUs (70%) with stringent RTSR caps (including 100% cap if absolute TSR is negative) aligns long-term incentives with shareholder returns; 2024 AIP paid at 61.4% of target, reflecting disciplined near-term targets and ESG integration (20% of AIP), supporting balanced risk-taking .
• Insider selling pressure: Material RSU tranches vest annually (e.g., 1,558 shares/year from the 2024 grant) and prior RSUs outstanding, creating predictable potential supply near vest dates; however, hedging/pledging prohibitions, ownership guidelines (3x salary) and clawbacks moderate alignment risk .
• Retention and change-of-control economics: Double-trigger severance (min. 24 months base + 2x target bonus) and accelerated vesting under CoC provide retention stability through transactions; no single-trigger cash or excise tax gross-ups reduces shareholder-unfriendly optics .
• Ownership alignment: Direct beneficial ownership is modest vs. shares outstanding (8,670 shares), but significant unvested/unearthed equity exposure and required ownership multiple support continued alignment; company’s say‑on‑pay support was ~96% in 2024, indicating broad shareholder approval of program design .

Say‑on‑Pay & Governance Notes

• 2024 say‑on‑pay support ≈ 96%; HRCC uses Mercer as independent consultant; compensation balanced across cash/equity with capped payouts and annual risk reviews; prohibitions on hedging, pledging, short sales and options repricing .

Appendix: Additional Compensation Detail

Grants of Plan‑Based Awards (2024)

AIP Targets and Payments (2024)

Beneficial Ownership (as of 4/15/2025)

Note: All vesting is subject to continued employment and plan terms; PSUs depend on certified RTSR vs peer group at the end of the 3-year performance period .