Thad Trent
ON SEMICONDUCTORAbout Thad Trent
Thad Trent is Executive Vice President, Chief Financial Officer and Treasurer of onsemi, appointed on February 16, 2021, and age 57 as of February 10, 2025 . He holds a B.S. in Business Administration and Finance from San Diego State University and previously served as CFO of Cypress Semiconductor, where revenue grew from $723M to $2.5B and enterprise value increased 5x during his five-year CFO tenure . During his time at onsemi, revenues were $6.74B (FY21), $8.33B (FY22), $8.25B (FY23), and $7.08B (FY24) ; company TSR was $259 vs peer $269 (value of $100 basis from 12/31/2019) for 2024 per pay-versus-performance disclosure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| onsemi | EVP, CFO & Treasurer | 2021–present | Led finance through transformation; public company CFO since Feb 16, 2021 |
| Cypress Semiconductor | CFO | 2014–2020 | Revenue increased from $723M to $2.5B; EV up 5x under tenure |
| Cypress Semiconductor | Finance and strategy leadership | 2005–2014 | Led strategic planning and finance functions |
| Wind River Systems; Wyle Electronics; tech startups | Finance leadership roles | Prior to 2005 | Senior finance roles at public tech companies and startups |
External Roles
| Organization | Role | Years |
|---|---|---|
| Leia Inc. | Director | Current |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 600,000 | 649,038 | 675,000 |
| Target STI (% of Salary) | 100% (CFO) | 125% | 125% |
| Actual STI Paid ($) | 1,185,000 | 440,736 | 0 (program zeroed) |
| Perquisites (not exhaustive) | Car allowance; life insurance; financial planning | Car allowance; life insurance; financial planning | Car allowance $14,400; financial planning $10,000; life insurance imputed income $1,150 |
Performance Compensation
Short-Term Incentive (STI) – Structure and Results
| Year | Corporate Metrics (Matrix) | Target | Actual | Corporate Multiplier | Individual Goals (Trent) | Final STI Outcome |
|---|---|---|---|---|---|---|
| 2024 | Revenue; Non-GAAP Op. Margin | $7.913B; 29.4% | $7.082B; 27.9% | 2.9% (then zeroed at HCC discretion) | 84.75% | 0% payout (committee zeroed) |
| 2023 | Revenue; Non-GAAP Op. Margin | $8.677B; 32.6% | $8.253B; 32.3% | 64.1% | 84.75% | $440,736 paid |
| 2022 | Revenue; Gross & Op. Margin | Matrix at stretch = 200% | $8.33B; 49.4% GM; 35.4% Op. M | 200% | 98.75% | $1,185,000 paid |
Notes:
- 2024: Despite a formulaic combined factor of ~2.39% (Corporate 2.9% × Individual 84.75%), the Human Capital & Compensation (HCC) Committee exercised discretion to zero out the Corporate Multiplier; no STI payout .
- Non-GAAP definitions and reconciliations are in proxy appendices .
Long-Term Incentive (LTI) – Annual 2024 Grants (Granted 2/21/2024)
| Award Type | Grant Date Value ($) | Units/Target (#) | Vesting / Performance |
|---|---|---|---|
| PBRSUs (annual) | 3,802,619 | 46,380 | 3 tranches over 3 years; one-year performance on goals; financial goals subject to TSR modifier |
| RSUs (time-based) | 2,400,010 | 30,920 | 1/3 annually on each anniversary |
| PBRSUs (Value Creation, one-time) | 4,504,139 | 38,650 | 3 annual installments beginning year 3 (2027); each tranche can pay 100% or 200% at >=65th percentile 3/4/5-year relative TSR |
2024 PBRSU Performance Goals and First Tranche Results:
| Goal (Weight) | Threshold | Target | Stretch | Actual 2024 | Payout % (First Tranche) |
|---|---|---|---|---|---|
| New Product Revenue % (25%) | 20% | 25% | 30% | 27.2% | 122% |
| Non-GAAP Op. Margin (25%) | 26.0% | 29.4% | 32.0% | 27.9% | 56% |
| SiC Product Revenue (16.7%) | $961M | $1,104M | $1,248M | < $961M | 0% |
| Treo New Opportunity Funnel (33.3%) | $69M | $118M | $147M | > $147M | 200% |
| Relative TSR Adjustment (Financial half) | 50–150% | 50–150% | 50–150% | 43rd percentile | 100% applied to financial goals |
| Combined First Tranche Payout | 111% |
Historical PBRSU Performance Tranches:
| Award | Tranche | TSR Period | Relative TSR Percentile | Final Payout % |
|---|---|---|---|---|
| 2022 PBRSUs | Third (Final) | 1/1/2022–12/31/2024 | 80th | 205.0% |
| 2023 PBRSUs | Second | 1/1/2023–12/31/2024 | 49th | 132.9% |
| 2024 PBRSUs | First | 1/1/2024–12/31/2024 | 43rd | 111.0% |
Equity Ownership & Alignment
- Beneficial ownership (Record date 3/18/2025): 253,372 shares; under 1% of outstanding .
- Outstanding/Unvested awards at FY-end 2024 (Trent):
- RSUs unvested: 8,935 (2022 grant), 20,182 (2023), 30,920 (2024) .
- PBRSUs (earned tranches + unearned portions):
- 2023 PBRSUs: 31,447 earned/vesting and 13,130 unearned remaining tranche .
- 2024 PBRSUs (annual): 37,770 prelim. earned; 20,639 unearned remaining tranche (subject to future TSR) .
- 2024 PBRSUs (Value Creation): 38,650 target and 38,650 unearned (each tranche 100% or 200% at TSR) .
- Trading policies and alignment:
- Hedging and pledging are prohibited for insiders (including NEOs); no margin pledging permitted .
- Executive stock ownership guidelines: Executive Vice Presidents must hold at least 3× base salary in vested shares; all NEOs in compliance or within five-year grace period .
- 2024 stock vested (realized delivery in 2024): 138,300 shares; $10,700,845 value for Trent .
Vesting calendar and potential sell-to-cover windows (subject to blackout policy):
- Time-based RSUs: vest 1/3 annually on each grant anniversary (2025–2027 for 2024 grant) .
- 2024 PBRSUs (annual): second and third tranches vest in February 2026 and 2027, with TSR modifier applied to financial half .
- 2024 Value Creation PBRSUs: first vesting in 2027, then annually (back-weighted) with TSR at or above 65th percentile required for 200% tranches .
Employment Terms
- Employment start date at onsemi: February 16, 2021 (EVP, CFO & Treasurer) .
- Severance (no Change in Control): 78 weeks’ base salary; target STI for cycle of termination; pro rata vesting of PBRSUs (actual performance for annual grants; truncated period for new-hire PBRSUs); benefits continuation up to 2 years; outplacement up to $25,000 .
- Change in Control (Double Trigger): 78 weeks’ base salary; 1.5× target STI; full vesting of RSUs; PBRSUs vest at target; benefits continuation up to 2 years; outplacement up to $25,000 .
- Restrictive covenants: Non-solicitation (2 years), non-compete (1 year, specified competitor list), confidentiality and non-disparagement .
- Clawbacks: Dodd-Frank compliant policy plus broader conduct-based clawback covering misconduct or material breach; applies to incentive compensation and time-based equity .
- No tax gross-ups or single-trigger change-in-control payments .
- Non-qualified deferred compensation plan adopted in 2024; no NEO participation as of 12/31/2024 .
- No pension/SERP plans .
Multi-Year Compensation (Summary Compensation Table)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 600,000 | 649,038 | 675,000 |
| Stock Awards ($) | 4,667,814 | 6,352,386 | 10,706,768 |
| Non-Equity Incentive (STI) ($) | 1,185,000 | 440,736 | — (0) |
| All Other Compensation ($) | 41,567 | 42,832 | 43,213 |
| Total ($) | 6,494,381 | 7,484,992 | 11,424,981 |
Performance Context – Company KPIs during Tenure
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenues ($) | 6,739,800,000 | 8,326,200,000 | 8,253,000,000 | 7,082,300,000 |
| EBITDA ($) | 1,981,800,000* | 3,363,400,000* | 3,223,400,000* | 2,552,000,000* |
Values marked with * retrieved from S&P Global.
Additional TSR context: Value of $100 investment for company TSR was $343 (2023) and $259 (2024); peer group TSR $226 (2023) and $269 (2024) .
Compensation Structure and Metrics (Design Details)
- Pay mix emphasizes at-risk pay; target TDC for CFO in 2024: base $675k, STI target 125%, annual LTI target $6.0M (60% PBRSUs, 40% RSUs), plus one-time Value Creation PBRSUs equal to 50% of 2024 LTI target .
- STI corporate metrics are a matrix of revenue and non-GAAP operating margin aligned to AOP; individual component scored on financial (revenue, gross margin, operating expense) and strategic goals, capped at 100% .
- PBRSU design uses one-year operational/financial goals with TSR adjustment applied to financial half, vesting over three years to maintain long-term alignment .
Compensation Peer Group and Say-on-Pay
- 2024 Pay-for-Performance: Say-on-pay approval ~92% .
- 2024 executive compensation peer group (used for benchmarking); key change: added NXP Semiconductors N.V. and Micron Technology, Inc.; removed Maxim Integrated (acquired) .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; no single-trigger CIC; no excise tax gross-ups; no stock options granted (RSUs/PBRSUs only) .
- Related party transactions: none requiring disclosure since Jan 1, 2024 .
- Section 16 compliance: no reported delinquency for Trent; one late filing for another NEO (Gopalswamy) due to administrative error .
Investment Implications
- Pay-for-performance rigor is evident: 2024 STI zeroed despite small formulaic accrual; 2024 PBRSU first tranche paid at 111%, with future tranches contingent on 2- and 3-year TSR, reinforcing long-term alignment .
- Retention risk is mitigated by significant back-weighted equity (Value Creation PBRSUs first vest 2027) and ongoing RSU/PBRSU vesting ladders (2025–2029), but these also create predictable vesting-related liquidity windows that may coincide with sell-to-cover activity .
- Governance safeguards (double-trigger CIC, robust clawbacks, hedging/pledging bans, ownership guidelines) reduce misalignment and downside governance risk .
- Operating backdrop softened in 2024 (revenue down, margin off target), but prior-year LTI outperformance and TSR peers suggest upside sensitivity if execution on NPI mix, SiC scale, and Treo funnel translates to improved TSR in out-years .