Sudhir Gopalswamy
Group President, Analog and Mixed-Signal Group and Intelligent Sensing Group at 
ON SEMICONDUCTOR
ON SEMICONDUCTORExecutive
About Sudhir Gopalswamy
Sudhir Gopalswamy is Group President of ON’s Analog & Mixed-Signal Group (AMG) and Intelligent Sensing Group (ISG), promoted on February 22, 2024 after leading AMG and previously serving as Chief Strategy Officer; he joined ON in March 2022. He holds a BS in Electrical Engineering from Purdue and an MBA from Duke; he also attended Stanford Directors’ College, and earlier held senior roles at Cypress/Infineon, Intel, and Conexant; he was EVP and board member of Infineon’s Connected Secure Systems Division until March 2021 . As of February 2024, he was 54 years old . Company performance during 2024 included revenue of $7.082B, non‑GAAP operating margin of 27.9%, and 1‑year relative TSR at the 43rd percentile; the Pay‑versus‑Performance table shows cumulative Company TSR of $259 vs peer group $269 in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ON Semiconductor | Group President, AMG & ISG | Feb 22, 2024 – Present | Combined leadership over AMG and ISG, aligning business units to strategy . |
| ON Semiconductor | SVP & GM, AMG (formerly ASG) | Apr 25, 2023 – Feb 22, 2024 | Led creation of AMG (amalgamating ASG + IC division from PSG) to focus on power management ICs and precision interfaces . |
| ON Semiconductor | SVP & Chief Strategy Officer | Mar 7, 2022 – Apr 25, 2023 | Drove corporate strategy and annual planning; transitioned to lead ASG in Apr 2023 . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Infineon Technologies | EVP & Board Member, Connected Secure Systems Division | 2020 – Mar 2021 | Post‑Cypress acquisition executive leadership; division board member . |
| Cypress Semiconductor | Various leadership roles | 2008 – 2020 | Senior operating roles culminating prior to Cypress’s sale to Infineon . |
| Intel; Conexant Systems | Leadership roles | Pre‑2008 | Progressive scope roles across semis and communications . |
| Shamago Advisors | Principal | Mar 2021 – Mar 2022 | Strategy advisory prior to joining ON . |
| Education | BS (Purdue); MBA (Duke); Stanford Directors’ College | n/a | Technical and governance credentials . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $470,577 | $600,000 (set; target level) |
| Target Bonus (% of Salary) | 85% | 100% |
| Actual STI Paid ($) | $188,091 | $0 (Corporate Multiplier zeroed) |
Performance Compensation
| Metric (2024 LTI PBRSUs) | Weighting | Target | Actual | First Tranche Payout | Vesting / Notes |
|---|---|---|---|---|---|
| New Product Revenue (% of total) | 25.0% | 25% | 27.2% | 122% | Financial goal; TSR adjustment applied per tranche . |
| Non‑GAAP Operating Margin | 25.0% | 29.4% | 27.9% | 56% | Financial goal; TSR adjustment applied per tranche . |
| SiC Product Revenue ($) | 16.7% | $1,104M | < $961M | 0% | Strategic goal (no TSR adjustment) . |
| Treo New Opportunity Funnel ($) | 33.3% | $118M | > $147M | 200% | Strategic goal (no TSR adjustment) . |
| Relative TSR (for financial goals) | n/a | 50–150% factor | 43rd percentile | 100% factor | Applies to tranche payout for financial goals . |
| Combined First Tranche Payout | n/a | n/a | n/a | 111% | Tranches pay in 2025–2027; remaining tranches adjusted by 2‑ and 3‑year TSR . |
Equity Grants and Vesting (Sudhir – 2024)
| Award Type | Grant Date | Target Units (#) | Grant‑Date Fair Value ($) | Vesting Schedule | Notes |
|---|---|---|---|---|---|
| RSUs (time‑based) | Feb 21, 2024 | 23,190 | $1,800,008 | 1/3 annually on each anniversary | Time‑based retention . |
| PBRSUs (annual LTI) | Feb 21, 2024 | 34,785 | $2,851,953 | 3 tranches over 3 years; first tranche vested Feb 11, 2025 | Performance + TSR modifier . |
| Value Creation PBRSUs | Feb 21, 2024 | 28,988 | $3,378,161 | Back‑loaded: three annual installments beginning Year 3 (first vest 2027) | 200% of target possible if TSR ≥ 65th percentile . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Mar 18, 2025) | 41,795 shares; <1% outstanding . Shares outstanding: 422,049,434 . |
| Outstanding Equity (12/31/2024) | Unvested RSUs: 6,508 (3/7/2022), 5,718 (2/20/2023), 1,847 (5/26/2023), 23,190 (2/21/2024) . Earned PBRSUs (All Other Stock Awards): 9,956 (3/7/2022 PBRSUs), 8,910 (2/20/2023 PBRSUs), 2,878 (5/26/2023 PBRSUs), 28,328 (2/21/2024 PBRSUs first tranche) . PBRSUs Subject to Future TSR/Performance (Equity Incentive Plan Awards): 3,720 (2023 third tranche assumption), 1,201 (2023, assumption), 15,478 (2024 PBRSUs future tranches), 28,988 (Value Creation PBRSUs future) . |
| Shares Pledged/Hedged | Prohibited for insiders under ON’s policy (no pledging; no hedging) . |
| Ownership Guidelines | Officers: CEO 6x salary; EVPs 3x; SVPs reporting to CEO 2x; 5‑year compliance window; all NEOs in compliance or within grace period . |
| 2024 Stock Vested (realized) | 51,732 shares; $3,577,875 value realized . |
Employment Terms
| Provision | Term |
|---|---|
| Employment Start at ON | March 2022; Chief Strategy Officer initially . |
| Non‑Compete / Non‑Solicit | 1‑year non‑compete; 2‑year non‑solicit; confidentiality/non‑disparagement indefinite . |
| Clawbacks | Dodd‑Frank restatement clawback + broader conduct‑based clawback covering misconduct and contractual breaches . |
| Severance (no Change in Control) | Termination without cause or resignation for good reason: cash severance = 1× base salary ($600,000); STI payment = 1× target STI ($600,000); PBRSUs pro‑rata based on actual performance; benefits continuation up to 2 years; outplacement up to $25,000 . |
| Change‑in‑Control (Double Trigger) | Cash severance = 1.2× base ($720,000); STI payment = 1.2× target ($720,000); RSUs full vest; PBRSUs full vest at target; benefits continuation up to 2 years; outplacement up to $25,000 . |
| Single Trigger CIC | No single‑trigger cash payments or automatic equity acceleration (Board retains discretion under plan) . |
| Tax Gross‑Ups | None; ON does not provide excise tax gross‑ups . |
Compensation Program Features (Context)
- 2024 STI: Corporate Multiplier based on correlated revenue and non‑GAAP operating margin ended at 2.9% of target; HCC exercised discretion to zero it out; individual goal achievements for NEOs ranged 57.85–82.50% (Sudhir 68.39%) but paid $0 due to Corporate Multiplier decision .
- Long‑term incentives: 60% PBRSUs and 40% RSUs in annual program; 2024 Value Creation PBRSUs add longer‑term, back‑loaded TSR‑driven awards beginning in 2027 .
- No stock options; equity awards are full‑value RSUs/PBRSUs .
Risk Indicators & Red Flags
- Pledging/hedging prohibited (alignment positive) .
- No tax gross‑ups; double‑trigger CIC only (shareholder‑friendly) .
- Section 16 timeliness: One Form 4 for Mr. Gopalswamy was filed one day late due to administrative error on May 30, 2024 .
- 2024 STI zero payout reflects macro downturn and HCC discretion; PBRSU first tranche payout at 111% shows mixed execution (strong Treo funnel; weak SiC revenue) .
Peer Groups and Shareholder Feedback
- Compensation peer group (2024): AMD, Analog Devices, Applied Materials, First Solar, Lam Research, Marvell, Microchip, Micron, Monolithic Power, NXP, Qorvo, Skyworks, Texas Instruments, Wolfspeed; ON’s revenue/EBITDA approximated peer median; market cap near 25th–50th percentile .
- TSR performance peer companies include Broadcom, TI, STMicroelectronics, NXP, Infineon, ADI, Skyworks, Lattice, Microchip, Qorvo, and others; 2024 TSR percentile was 43rd .
- Say‑on‑pay approval: ~92% of votes cast in favor in 2024 .
Investment Implications
- Retention risk appears mitigated: significant back‑loaded Value Creation PBRSUs (first vest 2027), double‑trigger CIC protections, and strict non‑compete/non‑solicit terms support continuity through ON’s strategic pivot (AMG/ISG integration) .
- Pay‑for‑performance alignment: zero 2024 STI payout and performance‑weighted PBRSU outcomes (111% first tranche, with TSR modifiers ahead) signal discipline; however, SiC revenue miss and 43rd percentile TSR may temper near‑term realizable pay, potentially increasing focus on execution in SiC and new product revenue .
- Selling pressure watch: February vesting cycles (PBRSUs tranches) and annual RSU vesting create predictable supply; 2024 stock vested 51,732 shares for Sudhir, with additional tranches in 2026–2027—monitor Form 4s around February and anniversary dates for flow‑through into the market .
- Alignment positive: no options or repricing, prohibitions on hedging/pledging, robust ownership guidelines and clawbacks reduce governance risk and align incentives with longer‑term TSR and strategic milestones .