Paul Dutton
ON SEMICONDUCTORAbout Paul Dutton
Paul Dutton is Senior Vice President, Chief Legal Officer and Secretary of ON Semiconductor (onsemi). As Secretary and CLO, he is the Board’s gatekeeper for stockholder communications and supports Board leadership (the Chair works closely with the CEO and Chief Legal Officer to set agendas and facilitate information flow) . He regularly signs onsemi’s SEC filings (8‑Ks, S‑8, SD) and authored the legal opinion for the company’s S‑8 registering deferred compensation obligations under the new Nonqualified Deferred Compensation Plan (NQDC) . Company context for performance: FY2024 revenue was $7.1B; free cash flow was $1.2B; GAAP operating income was $1.8B; GAAP diluted EPS was $3.63 (non‑GAAP EPS $3.98); GAAP gross margin was 45.4% (non‑GAAP 45.5%) . For 2024 long‑term incentives, onsemi’s relative TSR ranked at the 43rd percentile, producing an 89% adjustment on financial goals and 111% combined payout on the first tranche PBRSUs; the final tranche of 2022 PBRSUs paid at 205% with 80th percentile relative TSR .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ON Semiconductor Corporation | Senior Vice President, Chief Legal Officer and Secretary | Not disclosed | Signs SEC filings, authors legal opinions, oversees legal/compliance; Board liaison for stockholder communications and agendas |
External Roles
- Not disclosed in reviewed filings. (No external directorships or roles for Paul Dutton are referenced in 2023–2025 SEC documents searched.)
Fixed Compensation
- Not disclosed. Paul Dutton is not a Named Executive Officer (NEO) in the proxy; base salary, target bonus, and actual bonus are not provided in the DEF 14A .
Performance Compensation
- Not disclosed for Paul Dutton. The DEF 14A details STI/LTI design and outcomes for NEOs only; it does not report Dutton‑specific metrics, weightings, or payouts .
Equity Ownership & Alignment
| Alignment Mechanism | Policy / Data | Notes |
|---|---|---|
| Officer stock ownership guideline | Senior Vice Presidents who report directly to the CEO: minimum 2x annual base salary; compliance expected within 5 years; only fully‑vested, unrestricted shares count | Applies to the CLO/Secretary role (Senior Vice President tier) |
| Hedging / pledging | Prohibited for insiders (NEOs, directors, specified employees): no short sales, derivatives or monetization strategies; no margin or pledging of company stock | Reduces misalignment and forced selling risk |
| Trading windows & preclearance | Insiders may only trade during quarterly window (opens 2nd trading day after earnings; closes 14 days before quarter end); Preclearance required for certain insiders; event‑specific blackouts may apply | CLO is an “Insider” subject to the policy and procedures |
| Clawbacks | Two policies: Dodd‑Frank restatement policy and broader conduct‑based clawback covering intentional misconduct or material breach of agreements; incentive compensation (including time‑based equity) subject to recovery | Strong recourse framework |
| Nonqualified Deferred Compensation (NQDC) | Plan adopted May 2024 for senior officers; can defer up to 80% of cash comp (salary/STI); payouts lump sum or up to 10 annual installments; onsemi registered $50M of deferred obligations on Form S‑8 (legal opinion authored by Paul Dutton) | Deferral can mitigate forced selling and taxation timing risk |
Ownership Counts
- The proxy’s beneficial ownership table lists directors and NEOs; Paul Dutton’s personal share ownership is not disclosed there (not a director or NEO in that table) .
Pledging/Hedging
- Company explicitly prohibits hedging and pledging for insiders and encourages all employees to adhere to the restriction .
Employment Terms
- Employment Agreements and Severance: The company is party to employment agreements for NEOs, with severance and change‑in‑control protections structured as double‑trigger (no single‑trigger CIC); benefits require release and compliance with restrictive covenants (non‑solicit, confidentiality, non‑disparagement; non‑compete/interference where applicable) . Dutton‑specific employment agreement terms are not disclosed.
- Insider Trading Policy Administration: The Chief Legal Officer serves as Chief Compliance Officer for the Insider Trading Policy, with designated designees; policy details cover material non‑public information, trading restrictions, preclearance, Rule 10b5‑1 plan guidelines, and post‑termination restrictions .
- Board/Secretary Functions: Proxy access nominations and advance notice procedures direct filings to the Secretary (Paul Dutton), with specified windows and deadlines; stockholder communications to the Board are routed through the Secretary .
Investment Implications
- Compensation alignment: While Dutton’s pay mix is not disclosed, officer‑level alignment policies are robust (2x salary ownership for Senior VPs, strict hedging/pledging prohibitions, dual clawbacks). These reduce misalignment and diminish the probability of forced selling/pledging pressure .
- Selling pressure & vesting: No Form 4s or award disclosures for Dutton were identified; insider trading windows, preclearance, and event blackouts curtail opportunistic sales and add procedural friction, lowering near‑term selling risk signals .
- Retention and governance: The NQDC plan (and Dutton’s role authoring its S‑8 opinion) adds a tax‑efficient deferral vehicle for senior officers, potentially improving retention. Company‑wide severance/CIC design is shareholder‑friendly (no single‑trigger; release and covenants required), and clawbacks provide enforcement against misconduct—supportive of governance quality .
- Company performance context: FY2024 results and LTI TSR outcomes show mixed macro‑linked performance but a disciplined incentive framework (STI zeroed; PBRSU payouts tied to absolute and relative performance). This supports a pay‑for‑performance culture across senior leadership, though Dutton‑specific payouts are not disclosed .
Key gaps: No disclosure of Dutton’s base salary, annual/long‑term award values, vesting schedules, personal ownership, or severance change‑in‑control economics. Monitoring future DEF 14A and any 8‑K Item 5.02 filings is recommended for updates .