Hassane El-Khoury

President, Chief Executive Officer, and Director at ON SEMICONDUCTOR

Board

Since December 7, 2020

Age

45 years

Education

Holds a Bachelor of Science in Electrical Engineering from Lawrence Technological University and a Master's of Engineering Management from Oakland University.

Tenure

Has served as President, CEO, and Director at ON Semiconductor since December 7, 2020.

Also at ON SEMICONDUCTOR

Simon Keeton

Group President, Power Solutions Group (PSG)

Sudhir Gopalswamy

Group President, Intelligent Sensing Group (ISG) and Analog and Mixed-Signal Group (AMG)

Thad Trent

Executive Vice President, Chief Financial Officer, and Treasurer

About

An accomplished executive in the semiconductor industry, he built a strong foundation with extensive experience at Cypress Semiconductor, where he served in senior roles including CEO, Executive Vice President, Senior Director, and key business development positions.

During his time at Cypress, his leadership was instrumental in transforming the company, driving revenue growth from $723 million to $2.5 billion and increasing enterprise value fivefold, showcasing his expertise in strategic management and industry innovation.

At ON Semiconductor, his transformational leadership and commitment to operational excellence have bolstered the company’s strategic vision, while his active roles on board committees enhance corporate governance and promote sustainable performance. His career demonstrates a blend of technical proficiency and executive acumen that continues to shape the competitive landscape of the semiconductor and automotive sectors.

$ON Performance Under Hassane El-Khoury

Past Roles

Organization	Role	Date Range	Details
Cypress Semiconductor Corporation	President, Chief Executive Officer, and Director	2016–2020	N/A [N/A]**
Cypress Semiconductor Corporation	Executive Vice President, Programmable Systems Division	2012–2016	N/A [N/A]**
Cypress Semiconductor Corporation	Senior Director of Automotive Business Unit	2010–2012	N/A [N/A]**
Cypress Semiconductor Corporation	Senior Business Development Manager	2008–2010	N/A [N/A]**
Cypress Semiconductor Corporation	Staff Application Engineer	2007–2008	N/A [N/A]**

External Roles

Organization	Role	Date Range	Details
Leia Inc.	Chairman of the board of directors	N/A [N/A]**	N/A [N/A]**

Fixed Compensation

Data from FY 2023

Component Name	Amount	Payment Schedule	Additional Details
Base Salary	$1,130,769	Annual	Fixed base salary
Company Contributions Under 401(k) Plan	$13,200	Annual	401(k) contributions
Executive Group Term Life Insurance Imputed Income	$1,150	Annual	Imputed income from group term life insurance
Premiums Paid for Basic Life & AD&D Insurance	$1,380	Annual	Insurance premium payments
Car Allowance	$14,400	Annual	Car allowance provided by company
Financial Planning Services	$10,000	Annual	Fee for financial planning services
Imputed Income for Post-Tax Long-Term Disability Insurance	$540	Annual	Imputed income for LTD benefit payments
Other Amounts	$380	Annual	Personal use electronic equipment

Performance Compensation

Data from FY 2023

STI Program

Metric	Value	Details
Base Salary	$1,130,769	Fixed yearly salary used in payout calculations
Target STI Opportunity	175%	Multiplier applied to base salary for STI calculation
Corporate Multiplier	64.1%	Based on revenue and non-GAAP operating margin performance; scale ranges from 0% to 200%
Individual Goal Achievement	83.58%	Composite of NEO Financial (69.5%, 50% weighting) and NEO Strategic (97.66%, 50% weighting) goals
Combined Payout Percentage	53.57%	Product of Corporate Multiplier and Individual Goal Achievement
Final STI Payment	$1,060,163	Calculated as Base Salary × Target STI Opportunity × Combined Payout Percentage
Payment Type	Cash	STI is paid in cash after performance year

Stock Awards

Award Type	Metric	Value	Target/Threshold/Max	Vesting Schedule	Additional Details
RSUs	Shares Granted	84,511	N/A	3 equal annual installments beginning on the anniversary of the grant date	Time-based vesting contingent on continued employment
PBRSUs	Target Shares	126,766	Maximum of 269,378 (212.5% of target)	3 equal annual installments (2024, 2025, 2026)	Performance-based with metrics and TSR adjustment
PBRSUs	New Product Revenue	N/A	Threshold: 19%, Target: 25%, Stretch: 30%	N/A	Weighting: 25% of PBRSU value
PBRSUs	Non-GAAP Operating Margin	N/A	Threshold: 30.0%, Target: 32.6%, Stretch: 34.0%	N/A	Weighting: 25% of PBRSU value
PBRSUs	SiC Product Revenue Ramp	N/A	Threshold: 2x, Target: 3.8x, Stretch: 4.4x	N/A	Weighting: 33.3% of PBRSU value
PBRSUs	Design Wins Supporting 5-Year Plan	N/A	Threshold: $4.0B, Target: $5.0B, Stretch: $6.0B	N/A	Weighting: 16.7% of PBRSU value
PBRSUs	TSR Adjustment	N/A	Range: 50% to 150%	N/A	Adjusts payouts based on relative Total Shareholder Return performance

This detailed breakdown covers the 2023 performance compensation components, including the STI Program with its cash payout calculation and the Stock Awards comprised of both time-based RSUs and performance-based PBRSUs. The evaluation period for these measures is the 2023 fiscal year, with PBRSU awards vesting over three years.