ON Semiconductor Corporation (NASDAQ:ON) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.

(e) Second Half of 2017 Cash Bonus Program for Certain Executive Officers — On August3, 2017, the Compensation Committee (the “Committee”) of the Board of Directors of ON Semiconductor Corporation (the “Corporation”) determined specific parameters for incentive compensation under the Corporation’s semi-annual cash incentive program for the second half of 2017 (the “Bonus Program”).

Cash bonuses under the Bonus Program will include two performance components, with 80% of the bonus based on non-GAAP profit before taxes (“Non-GAAP Profit”) and 20% of the bonus based on specified performance measures related to the organizational unit or department within the Corporation for which the award recipient has primary responsibility (the “Organizational Performance Metric”), except that the Organizational Performance Metric for Mr.KeithD. Jackson, President and Chief Executive Officer of the Corporation, and Mr.Bernard Gutmann, Executive Vice President, Chief Financial Officer, and Treasurer of the Corporation, will be the average attainment of all Organizational Performance Metrics. Under the Bonus Program, attainment is capped at 200% and at 20% of Non-GAAP Profit. The specific Organizational Performance Metrics for each listed named executive officer other than Mr.Jackson and Mr.Gutmann are as follows: Mr.Schromm – non-GAAP gross margin (10%)and quality (10%); Mr.Hall – non-GAAP operating income for the Corporation’s Power Solutions Group; and Mr.Rashid – completion of certain strategic business transactions during the second half of 2017.

Award opportunities for the second half of 2017 under the Bonus Program (expressed as a percentage of the officer’s base salary) for each of the named executive officers has the threshold, target, and maximum amounts listed below. The Committee reviews these award opportunities from time-to-time.

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About ON Semiconductor Corporation (NASDAQ:ON)

ON Semiconductor Corporation offers a portfolio of analog, digital and mixed signal integrated circuits (ICs), standard products, image sensors and custom devices for customers to solve their design challenges in advanced electronic systems and products. The Company operates through four segments: Application Products Group, Image Sensor Group, Standard Products Group, and System Solutions Group. The Company’s power management and motor driver semiconductor components control, convert, protect and monitor the supply of power to the different elements within a range of electronic devices. Its custom application specific integrated circuits (ASICs) use analog, digital signal processing (DSP), mixed-signal and advanced logic capabilities for its automotive, medical, military/aerospace, consumer and industrial customers’ products. Its signal management semiconductor components provide clock management and data flow management for precision computing, communications and industrial systems.