ON Semiconductor management check
ON · Information Technology · Semiconductors
Filings as of
4 good · 0 to watch · 1 flagged, across the seven questions below.
- Flag
Have owners done well?
Trailed its chosen peers$100 invested at the start of fiscal 2021 grew to $165, against $268 for the peer group the company picked itself.
- Good
Does pay follow performance?
Pay rose and fell with returnsOver 5 years, the CEO's pay actually paid (equity valued at the share price) had a correlation of 0.89 with shareholder return. 1 means pay moved in step; below 0, the opposite way.
- n/a
What does the CEO cost owners?
Not enough dataNo pay or net income figure for the latest year.
- n/a
Do they own the stock?
No recent CEO filingLight activity: no buys, $4.2m sold in six months. 2 of 2 sales ran on pre-arranged 10b5-1 plans.
- Good
Are owners being diluted?
Share count shrinkingDiluted shares changed -4.0% a year over the last three fiscal years. Stock-based pay was 2.4% of revenue in the latest year.
- Good
Is leadership stable?
8 leadership filings in 3 years8 filings under 8-K item 5.02 (officers or directors leaving or joining, or new pay arrangements) in the last 3 years.
- Good
Are the books clean?
No red flags on fileNo restatements, auditor changes or late filings since 2021.
Against the S&P 500
Each check's score (0–100) and how it compares: the share of ranked S&P 500 companies it matches or beats, and the median in Information Technology.
| Check | Score | At or above | Sector median |
|---|---|---|---|
| Owner returns | 2 | 33 | |
| Pay for performance | 95 | 87 | |
| CEO cost | — | — | 35 |
| Skin in the game | — | — | 47 |
| Dilution | 100 | 56 | |
| Stable leadership | 85 | 85 | |
| Clean books | 100 | 100 |
Closest peers
Others in Semiconductors, by management score. ON Semiconductor is 14th of 73 in its sector.
- 20NVDANvidia86
- 101ONON Semiconductor76
- 112AVGOBroadcom75
- 117MUMicron Technology75
- 132FSLRFirst Solar73
- 235MRVLMarvell Technology66
- 236QCOMQualcomm65
- 314ADIAnalog Devices60
- 319MPWRMonolithic Power Systems60
- 373TXNTexas Instruments56
Pay versus performance
From the proxy statement filed April 2, 2026. "Actually paid" values stock awards at the share price, so it rises and falls with the stock.
| Fiscal year | CEO | CEO pay | Actually paid | Other executives (avg) | $100 became | Peers | Net income |
|---|---|---|---|---|---|---|---|
| 2025 | — | $17.7m | $5.2m | $6.0m | $165 | $268 | — |
| 2024 | — | $31.1m | $20.1m | $9.6m | $259 | $269 | — |
| 2023 | — | $20.0m | $35.9m | $4.7m | $343 | $226 | — |
| 2022 | — | $16.5m | $20.2m | $3.7m | $256 | $137 | — |
| 2021 | — | $12.8m | $37.8m | $4.0m | $279 | $213 | — |
The board says pay is tied most to Revenue. Its other key measures: Non-GAAP Gross Margin, Non-GAAP Operating Margin, Free Cash Flow, Relative TSR.
Insiders and the CEO's stake
Light activity: no buys, $4.2m sold in six months. 2 of 2 sales ran on pre-arranged 10b5-1 plans.
- SoldTrent ThadExec VP & CFO · 10b5-1 plan$3.0mApr 24, 2026
- SoldSudhir GopalswamyGroup President, AMG & ISG · 10b5-1 plan$1.2mOct 1, 2026
Leadership and governance on file
- May 18, 2026Leadership change8-K 5.02
- Mar 11, 2026Leadership change8-K 5.02
- Nov 5, 2025Leadership change8-K 5.02
- Oct 3, 2024Leadership change8-K 5.02
- May 22, 2024Leadership change8-K 5.02
- Mar 4, 2024Leadership change8-K 5.02
- Feb 26, 2024Leadership change8-K/A 5.02
- Feb 6, 2024Leadership change8-K 5.02
- Sep 14, 2023Leadership change8-K 5.02
- Aug 23, 2023Leadership change8-K 5.02
- Apr 25, 2023Leadership change8-K 5.02
- Jun 2, 2022Leadership change8-K 5.02
Latest shareholder vote results: May 18, 2026, including the say-on-pay vote.
Where the money went
Over 2021–2025: $2.9bn returned to owners in buybacks and dividends, 42% of net income, and $603.6m of pay in stock.
| Fiscal year | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|
| Revenue | $6.7bn | $8.3bn | $8.3bn | $7.1bn | $6.0bn |
| Net income | $1.0bn | $1.9bn | $2.2bn | $1.6bn | $121.0m |
| Stock-based pay | $101.3m | $100.8m | $121.1m | $136.1m | $144.3m |
| Buybacks | $0 | $259.8m | $564.2m | $654.1m | $1.4bn |
| Dividends | — | — | — | — | — |
| Diluted shares | 444m | 448m | 447m | 433m | 412m |
Educational only, not investment advice. Figures are as filed with the SEC: pay from the proxy's pay-versus-performance table, capital allocation from 10-K XBRL data, insider trades from Form 4s over the last six months, events from the last 5 years of filings. The peer group is the one the company chose. See the method.