Robert Terry
Senior Vice President, General Counsel and Secretary at SWKS
Executive
About Robert Terry
Robert J. Terry is Senior Vice President, General Counsel and Secretary at Skyworks Solutions (SWKS). He is 58, joined the company in 2003, and has served as SVP, General Counsel and Secretary since November 2017 (previously VP roles from 2011–2017) . Company performance driving his incentives includes FY2024 revenue of $4,178 million and non-GAAP operating income of $1,137 million (short-term plan payout at 73% of target), and PSA metrics such as emerging revenue growth of 6% (61% of target shares), EBITDA margin of 38% ranking at the 60th percentile (125% of target shares), while TSR under the FY2022 PSA 3-year period was -38% (17th percentile; no shares earned) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Skyworks Solutions, Inc. | Senior Vice President, General Counsel and Secretary | Nov 2017–present | Chief legal officer and corporate secretary; signs SEC filings and corporate certificates |
| Skyworks Solutions, Inc. | Vice President, General Counsel and Secretary | Nov 2016–Nov 2017 | Led legal and governance functions |
| Skyworks Solutions, Inc. | Vice President, Associate General Counsel and Assistant Secretary | Jun 2011–Nov 2016 | Corporate/securities, M&A, governance support |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Day Software, Inc. | General Counsel and Secretary | Jul 2001–Feb 2003 | Legal leadership at enterprise software company |
| Private Practice | Attorney (Corporate/securities, M&A, litigation) | Prior to 2001 | Corporate and transactional practice |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $518,885 | $538,200 | $559,800 |
| Base Salary (Committee-set reference) ($) | — | — | $562,000 |
| Target Short-Term Incentive (% of Salary) | Other NEO: 80% | Other NEO: 80% | Other NEO: 80% |
| Actual Short-Term Incentive ($) | $559,858 | $346,887 | $327,703 |
| All Other Compensation ($) | $22,731 | $27,150 | $34,457 (includes $13,800 401(k) and $15,136 financial planning) |
Performance Compensation
Equity Grants (Grant date: Nov 7, 2023)
| Component | Target Value ($) | PSAs Target Shares (#) | RSUs Shares (#) | Notes |
|---|---|---|---|---|
| FY2024 Stock-Based Award | $3,300,000 | 22,158 | 14,771 | RSUs vest 25% annually over 4 years from grant date |
Short-Term Incentive (FY2024)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout/Vesting |
|---|---|---|---|---|---|---|
| Revenue (USD bn) | 50% | $4.000 | $4.375 | $4.775 | $4.178 | Overall plan paid 73% of target; paid Nov 2024 upon certification |
| Non-GAAP Operating Income (USD bn) | 50% | $1.000 | $1.311 | $1.605 | $1.137 | Overall plan paid 73% of target; paid Nov 2024 upon certification |
PSA Metrics and Vesting Structure (FY2024 awards)
| Metric | Weighting (of PSA target shares) | Performance Period | Target | Vesting | Status/Outcomes |
|---|---|---|---|---|---|
| Emerging Revenue Growth (%) | 25% | FY2024 | 10% | 100% vest at 2-year anniversary | Achieved 6% (61% of target shares); earned shares issuable Nov 2025 |
| EBITDA Margin Percentile (Peer) | 25% | FY2024–FY2025 | 55th percentile | 100% vest at 2-year anniversary | As of Jan 19, 2025: between threshold and target; FY2023–FY2024 analogous metric achieved 125% of target (issued Nov 2024) |
| 3-year TSR Percentile (S&P 500 peers) | 50% | FY2024–FY2026 | 55th percentile | 100% vest at 3-year anniversary | As of Jan 19, 2025: below threshold; prior FY2022 3-year TSR was -38% (17th percentile; 0% earned) |
Grants of Plan-Based Awards (FY2024)
| Grant | Threshold Cash ($) | Target Cash ($) | Max Cash ($) | PSA Target (#) | PSA Grant-Date Fair Value ($) | RSUs (#) | RSU Grant-Date Fair Value ($) |
|---|---|---|---|---|---|---|---|
| Robert J. Terry (11/07/2023) | $224,800 | $449,600 | $899,200 | 22,158 | $2,339,109 | 14,771 | $1,599,991 (committee table shows officer RSU values at $89.36/share; Terry RSU fair value disclosed in grants table narrative) |
Stock Awards Vested (FY2024)
| Metric | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| Robert J. Terry | 20,183 | $1,807,159 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 17,266 shares; percent of class “(*)” (less than 1%) as of March 1, 2025; shares outstanding 156,828,070 |
| Stock Ownership Guidelines (Executives) | SVP and General Counsel required to hold the lower of 2.5× salary or 18,600 shares; all NEOs in compliance as of Jan 24, 2025 |
| Hedging/Pledging | Company prohibits hedging, margin, and pledging of Company securities |
| Options | None outstanding for NEOs at FY2024 year-end |
| Unvested RSUs (FY2024 year-end) | 1,876; 4,016; 10,895 (market values $185,443; $396,982; $1,076,971) |
| Unearned PSAs (FY2024 year-end) | 3,012; 10,895; 11,078 (market/payout values $297,736; $1,076,971; $1,095,060) |
| Vesting Cadence (New RSUs) | FY2024 RSUs granted 11/07/2023; vest 25% on 11/07/2024 and on each anniversary through year 4, subject to continued employment |
Employment Terms
| Provision | Terry (CIC Agreement dated May 10, 2023) |
|---|---|
| CIC Qualifying Termination | Cash severance equal to 1.5× (base salary + “CIC Bonus Amount”), options exercisable for 18 months (subject to max term), COBRA up to 18 months; full acceleration of all outstanding equity awards (earned PSAs issued or deemed earned per award terms) |
| Outside CIC – Without Cause | 12 months salary continuation (and any short-term cash incentive then due), options exercisable for 12 months, COBRA up to 12 months |
| Triggers | Company does not provide single-trigger CIC benefits; agreements are double-trigger (termination in connection with change in control) |
| Definitions | “Change in control,” “cause,” and “good reason” defined; includes 40% stock acquisition, unapproved board majority change, reorganization/merger/asset sale, liquidation/dissolution; cause includes dishonesty, moral turpitude, disloyalty, incompetence; good reason includes material diminution and relocation |
| Term and Renewal | Initial 2-year term; auto-renews annually for up to five additional years unless notice of non-renewal; Section 409A compliant/exempt |
| Excise Tax (4999) | Payments subject to potential cutback to maximize after-tax amount (no tax gross-ups) |
| Restrictive Covenants | Non-solicitation during employment and 12 months post-termination; release requirement for benefits |
Potential Payments Upon Termination or Change in Control (as of Sept 27, 2024; $98.85/share assumed)
| Scenario | Salary + STI ($) | Accelerated RSUs ($) | Accelerated PSAs ($) | Medical ($) | Total ($) |
|---|---|---|---|---|---|
| Termination w/o Cause (Outside CIC) | $562,000 | — | — | $30,322 | $592,322 |
| Termination w/o Cause or for Good Reason (After CIC) | $1,517,400 | $3,119,508 | $5,613,098 | $45,483 | $10,295,489 |
| Death/Disability | — | $3,119,508 | $5,613,098 | — | $8,732,606 |
Compensation Structure Analysis
- Mix and rigor: NEO compensation is heavily “at risk” with balanced short/long-term incentives; PSAs are 60% of equity award value, RSUs 40% (FY2024), and half of PSA target tied to 3-year TSR; clawback policies adopted in 2022 and 2023 enhance pay-for-performance .
- STI design: FY2024 targets set below FY2023 performance due to macro challenges; two metrics (revenue and non-GAAP operating income) each weighted 50%; overall payout at 73% of target with no discretionary adjustments .
- PSA trends: EBITDA margin percentile awards have paid above target (e.g., 125% for FY2023–FY2024 period), while multi-year TSR awards frequently did not meet threshold (FY2018, FY2020–FY2022 cycles; FY2022 3-year period at 0%)—indicating sensitivity to stock performance .
- Governance protections: No single-trigger benefits; no excise tax gross-ups; prohibition on pledging/hedging; robust ownership guidelines; independent comp consultant and peer benchmarking .
Investment Implications
- Alignment and retention: Terry’s compensation is meaningfully tied to operational metrics and multi-year equity performance; RSU and PSA vesting schedules (with delayed vest for emerging revenue and EBITDA metrics) support retention and alignment, while prohibitions on pledging/hedging limit misalignment risk .
- Insider selling pressure: Annual RSU tranches vest each November starting one year from grant; FY2024 vesting of 20,183 shares realized $1.81 million, and earned EBITDA PSAs were issued in Nov 2024—implying recurring taxable and potential liquidity events around anniversary dates .
- Change-in-control economics: Double-trigger CIC terms with 1.5× cash multiple and full equity acceleration create meaningful protection; total payout estimate ~$10.3 million as of FY2024 illustrates exposure under M&A scenarios .
- Performance risk: Multi-year TSR components have underperformed in several cycles, capping PSA realizations; conversely, EBITDA margin percentile performance was above median, supporting value creation via profitability discipline .