Simon Keeton
ON SEMICONDUCTORAbout Simon Keeton
Simon Keeton is Group President, Power Solutions Group (PSG) at onsemi; he joined the company in 2007 and has led multiple divisions, including MOSFET, Integrated Circuit, Consumer Products, and Signals & Interface, with earlier roles at Intel and Vitesse Semiconductor. He holds a BS in Computer Engineering and an MS in Electrical Engineering from Michigan State University and an MBA from Pepperdine, and completed executive business programs at Harvard Business School . He was promoted to Group President on February 22, 2024 , with PSG generating 47% of onsemi’s $7.1B 2024 revenue; company-wide 2024 results included non-GAAP operating margin of 27.9%, $1.2B free cash flow, and GAAP diluted EPS of $3.63 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| onsemi | Group President, Power Solutions Group | 2024–Present | Leads PSG; alignment to automotive/industrial; drives power semiconductor portfolio |
| onsemi | EVP & GM, Power Solutions Group | 2018–2024 | Scaled PSG, including SiC product push and power MOSFETs |
| onsemi | SVP & GM, MOSFET Division | Pre-2018 | Advanced MOSFET portfolio management |
| onsemi | VP & GM, Integrated Circuit Division (former Standard Products Group) | 2012–2016 | Led IC product roadmap under SPG |
| onsemi | VP & GM, Consumer Products Division | 2009–2012 | Managed consumer product lines |
| onsemi | Business Unit Director, Signals & Interface | 2007–2009 | Led SI product strategy |
| Intel | Strategic Planning Manager, Digital Enterprise Group | Pre-2007 | Strategic planning in microprocessor platforms |
| Vitesse Semiconductor | Marketing & Business Management roles | Pre-2007 | Product marketing and business leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Revelation Wellness Foundation | Board Member, CFO | 2011–Present | Non-profit board role (third-party profile) |
Fixed Compensation
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $517,307 | $574,038 | $600,000 |
| All Other Compensation | $34,761 | $37,965 | $35,952 |
| Total Reported Compensation (SCT) | $3,865,798 | $5,666,437 | $8,666,074 |
| Notes | Includes perqs (auto allowance, life insurance enhancement, executive physical, financial planning) | Includes same perqs; detailed breakdown in SCT footnotes | Perqs continued; SCT footnote shows $14,400 car allowance; $2,600 financial planning; other items |
| Target Compensation Structure (2024) | Amount |
|---|---|
| Base Salary | $600,000 |
| Target STI (100% of base) | $600,000 |
| Target LTI (value, 60% PBRSU / 40% RSU) | $4,500,000 |
| Target Total Direct Compensation | $5,700,000 |
| Target Compensation Structure (2023) | Amount |
|---|---|
| Base Salary | $600,000 |
| Target STI (% of base) | 100% |
| Target LTI (value) | $4,500,000 |
Performance Compensation
Short-Term Incentive (STI)
| Metric | 2023 | 2024 |
|---|---|---|
| Corporate Multiplier (Revenue vs. Non-GAAP Op Margin) | 64.1% achieved | 2.9% achieved (committee zeroed payout to 0) |
| Individual Goal Achievement (Keeton) | 78.84% | 57.85% |
| STI Target ($) | $574,038 × 100% = $574,038 | $600,000 |
| STI Actual Payout ($) | $290,099 | $0 (Corporate Multiplier zeroed) |
| 2024 NEO Financial Goals (Keeton – PSG) | Threshold | Target | Actual | Scoring |
|---|---|---|---|---|
| PSG Revenue | $3.811B | $4.012B | $3.348B | 0% |
| PSG Non-GAAP Gross Margin | 41.3% | 42.3% | 41.5% | 50% |
| PSG Non-GAAP Operating Expense | $482M | $483M | Not explicitly shown; PSG scored 50% | 50% |
| Aggregate Financial Goals (Keeton) | — | — | — | 40% |
Long-Term Incentives (PBRSUs/RSUs)
| 2024 Grants (Keeton) | Target Value | Units |
|---|---|---|
| PBRSUs (2024 LTI) | $2,700,000 | 34,785 units at target |
| RSUs (2024 LTI) | $1,800,000 | 23,190 units |
| Value Creation PBRSUs (one-time) | $2,250,000 | 28,988 units at target |
| 2024 PBRSU Performance Goals | Weight | Threshold | Target | Stretch | Actual (2024) | First Tranche Payout % |
|---|---|---|---|---|---|---|
| New Product Revenue (% of total) | 25.0% | 20% | 25% | 30% | 27.2% | 122% |
| Non-GAAP Operating Margin | 25.0% | 26.0% | 29.4% | 32.0% | 27.9% | 56% |
| SiC Product Revenue ($) | 16.7% | $961M | $1,104M | $1,248M | Below threshold | —% (forfeited) |
| Treo New Opportunity Funnel ($) | 33.3% | $69M | $118M | $147M | >$147M | 200% |
| Relative TSR (first-year modifier) | Applies to Financial goals only | 25th–75th percentile: 50–150% | 43rd percentile actual | Fixed 100% at 25–50th percentile | 43rd percentile | Financial payout × 100% |
| Combined First Tranche Payout | — | — | — | — | — | 111% |
| Vesting & Adjustments | Details |
|---|---|
| PBRSUs | Pay out over 3 years in equal tranches; financial-goal tranches adjusted by relative TSR for 1-, 2-, 3-year periods (50–150%) |
| 2024 First Tranche Certified | Financial goals: 89% combined; TSR at 43rd percentile → 100% modifier; Strategic goals: 133% → Overall first tranche 111% |
| Future Tranches (indicative) | Second/third tranches range 89–133% depending on 2-/3-year TSR |
| Value Creation PBRSUs (2024) | Vest in 3 annual installments over 5 years; first vest in 2027; per tranche may pay 100% or 200% at ≥65th percentile TSR (current tracking 100% after weak 2024 TSR) |
2024 Stock Vested (Realized)
| Shares Vested | Value Realized ($) |
|---|---|
| 75,772 | $5,865,508 |
Equity Ownership & Alignment
| Ownership Metric | Figure |
|---|---|
| Beneficial Ownership (Keeton) | 144,193 shares |
| Shares Outstanding (Record Date) | 422,049,434 |
| Ownership % of Outstanding | ~0.034% (144,193 ÷ 422,049,434) |
| Hedging/Pledging | Prohibited for insiders under onsemi’s Insider Trading Policy |
| Ownership Guidelines (Officers) | CEO 6x base; EVPs 3x; SVPs reporting to CEO 2x; 5-year grace to comply |
| Compliance Status | NEOs either compliant or within grace period as of record date |
Employment Terms
| Provision | Keeton Terms |
|---|---|
| Employment Agreement | Yes; severance/change-in-control defined |
| Severance (no change in control) | 1x annual base salary + 1x target STI; PBRSUs pro rata based on actual performance; RSUs forfeited; benefits continuation up to 2 years; outplacement up to $25,000 |
| Double-Trigger Change-in-Control (termination without cause or good reason within 2 years of CIC) | 1.2x base salary + 1.2x target STI; full vest of RSUs; PBRSUs vest at target; benefits continuation up to 2 years; outplacement up to $25,000 |
| Single-Trigger CIC Cash/Acceleration | None; no automatic cash or equity acceleration solely on CIC |
| Non-Compete | 1 year post-termination (competitor list scope) |
| Non-Solicit | 2 years post-termination |
| Clawbacks | Dodd-Frank compliant clawback; broader conduct-based clawback covering misconduct and material agreement breaches |
| Hedging/Pledging | Prohibited for insiders |
| Non-Qualified Deferred Compensation Plan | Adopted May 2024; NEO participation optional; as of 12/31/2024 none of the NEOs elected to participate |
| Perquisites | Monthly auto allowance; enhanced life insurance; executive physical; financial planning (≤$10,000/yr) |
Investment Implications
- Incentive alignment: Keeton’s pay mix emphasizes equity (2024 LTI $4.5M plus one-time Value Creation $2.25M), with PBRSU metrics tightly linked to new product revenue, margin discipline, SiC growth, and TSR, supporting long-term value-creation goals in PSG .
- Near-term selling pressure: 2024 STI zeroed despite a 2.9% corporate multiplier, indicating rigorous pay-for-performance; RSUs and PBRSUs vest over multi-year schedules, which moderates immediate selling pressure but creates predictable vest events (first tranche of 2024 PBRSUs vested Feb 2025) .
- Retention risk mitigated: Double-trigger CIC protections, back-loaded Value Creation PBRSUs (first vest in 2027), and stock ownership guidelines promote retention and alignment; hedging/pledging bans and dual clawbacks reduce governance risk .
- Execution risk: 2024 PSG revenue missed targets (0% score), margin/opex goals only partially met (50% scores), and SiC revenue underperformed (PBRSU component forfeited), highlighting cyclical and execution risks in power/SiC markets; however, strong Treo funnel performance (200% payout) supports medium-term growth visibility .
- Shareholder views: Say-on-pay support remained high (~92% in 2025, ~94% in 2024), indicating investor acceptance of program rigor and design .
Education and biography details sourced from onsemi’s leadership page; compensation, ownership, incentives, and governance terms sourced from 2025 and 2024 DEF 14A proxy statements.
Leadership bio:
2025 Proxy:
2024 Proxy: