Philip Carter
About Philip Carter
Philip Carter, 47, is Senior Vice President and Chief Financial Officer of Skyworks Solutions, appointed by the Board on August 23, 2025 with a start date of September 8, 2025; he is a CPA, holds a B.S. in Accounting from CSU Fullerton, and an MBA from USC, and previously served as Skyworks’ Corporate Controller (2017–Nov 2024) and AMD’s Chief Accounting Officer (Nov 2024–Aug 2025) . He executed Sarbanes-Oxley Section 302 and 906 certifications for Skyworks’ FY2025 Form 10-K as Principal Financial and Accounting Officer on November 7, 2025, underscoring his responsibility for disclosure controls and internal control over financial reporting . Skyworks’ incentive framework emphasizes pay-for-performance with metrics including revenue, non-GAAP operating income and multi-year TSR/EBITDA margin percentile rankings; FY2024 company results used in compensation context included $4.2B revenue, 15.3% GAAP operating margin (27.2% non-GAAP), and $1.825B operating cash flow .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Skyworks Solutions | Vice President, Corporate Controller | Feb 2017 – Nov 2024 | Led corporate controllership and financial reporting functions |
| Advanced Micro Devices (AMD) | Corporate Vice President, Chief Accounting Officer | Nov 2024 – Aug 2025 | Principal accounting oversight for a leading computing company |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships or external board roles disclosed |
Fixed Compensation
| Component | Terms | Vesting/Timing |
|---|---|---|
| Base Salary | $600,000 annualized | Reviewed annually in November by Compensation Committee |
| Target Bonus (EIP) | 100% of base salary; maximum 200% of base | FY2026 participation subject to EIP terms; payment contingent on continued employment through payment date |
| Signing Bonus | $800,000 one-time; deemed earned on the 24-month anniversary of start date, contingent on continued employment | Advanced in second regular payroll post start; earned at 24 months |
| Work Location | Irvine, California; travel as appropriate | — |
Performance Compensation
| Incentive Type | Metric | Target/Value | Actual/Payout | Vesting |
|---|---|---|---|---|
| FY2026 EIP (cash) | Corporate operating metrics set by Comp Committee (established Nov 2025) | Target 100% of base; max 200% | Not yet disclosed | Earned only if employed through payment date |
| Inducement RSUs | Time-based | Grant value $3,000,000; shares = $3,000,000 ÷ closing price on start date | — | Four-year vesting, 25% per year commencing on start date anniversary |
| Inducement PSAs | Absolute TSR (three fiscal years) | Grant value $3,800,000; shares = $3,800,000 ÷ closing price on start date | — | Performance period Oct 4, 2025–Sep 29, 2028; vests Nov 11, 2028 subject to continued employment |
Notes: Company’s broader annual PSAs (for executives in FY2024) used three metrics (emerging revenue growth, 2-year EBITDA margin percentile ranking vs peer group, 3-year TSR percentile ranking); target levels at 10% growth, 55th percentile EBITDA margin, 55th percentile TSR, with vesting aligned to 2–3 year horizons. Carter’s specific inducement PSA is based solely on absolute TSR over three years .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | Not disclosed for Carter as of his appointment; 8-K indicates no Item 404 related-party transactions |
| Stock Ownership Guidelines (CFO) | Must hold lower of 2.5× salary or 21,000 shares; unvested RSUs/PSAs and unexercised options do not count |
| Pledging/Hedging | Prohibited for directors and employees; hedging and short/margin transactions banned |
| Clawback | Section 16 officers subject to compensation recovery for restatements under Exchange Act Section 10D; separate 2022 policy addresses misconduct-linked recoupment |
Employment Terms
| Provision | Non-CIC Terms | Change-in-Control (CIC) Terms |
|---|---|---|
| Severance Cash | 12 months salary paid biweekly; plus any cash bonus payments then due | Lump sum 1.5× (salary + greater of 3-year average bonus or target bonus) |
| Health Benefits | Company COBRA contributions for 12 months | Company COBRA contributions for 18 months |
| Equity/Options | Extension of time to exercise vested options (if any) | Acceleration of vesting of certain outstanding equity awards; extension to exercise vested options (if applicable) |
| Trigger | Termination without cause (non-CIC) | Double trigger: CIC plus termination without cause or resignation for good reason, within 3 months before to 2 years after CIC |
| Non-Solicit | NEO agreements include 12-month non-solicit covenants post-termination (company-wide practice) | |
| Tax Gross-Ups | Company does not provide excise tax gross-up in CIC | |
| Offer Acceptance | Accepted Aug 22, 2025 | |
| Certifications | SOX 302/906 certifications signed Nov 7, 2025 as PFO/PAO |
Compensation Program Context (Peer Group, Governance, Say-on-Pay)
- Compensation peer group used for FY2024 benchmarking included 17 semiconductor/related companies (e.g., AMD, ADI, MCHP, QCOM, ON, TXN, QRVO, MPS, NXP, KLA, Lam, Marvell, Micron, Teradyne, Entegris, Seagate, Western Digital), blended with Aon survey data .
- Governance highlights: robust stock ownership requirements; prohibition on pledging; independent compensation committee; clawback policies; no option repricing; no excise tax gross-ups .
- Say-on-pay support: 88% approval at the 2024 Annual Meeting; stockholder feedback led to longer performance/vesting periods for EBITDA margin metrics in FY2025 awards .
Investment Implications
- Retention alignment is strong: a 24‑month signing bonus earn date, four-year RSU vesting, and a three‑year absolute TSR PSA (vesting Nov 2028) create staggered retention hooks and reduce near-term departure risk .
- Insider selling pressure is likely to concentrate around annual RSU anniversaries and the November 2028 PSA vest date; note company prohibits pledging/hedging, which limits leverage-driven selling dynamics .
- Change-in-control economics feature double-trigger protection with 1.5× salary+bonus, COBRA, and equity acceleration; absence of excise tax gross-ups and presence of clawbacks are governance positives that align with shareholder interests .
- As CFO and principal financial/accounting officer, Carter’s control certifications elevate execution risk sensitivity to financial reporting quality; future EIP metrics (set Nov 2025) and TSR outcome on the inducement PSA will be key performance signal levers .