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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Skyworks Solutions Inc | NASDAQ:SWKS | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 90.30 | 91.59 | 91.84 | 720 | 12:06:03 |
☑
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
04-2302115
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
20 Sylvan Road,
|
Woburn
|
Massachusetts
|
01801
|
|
(Address of principal executive offices)
|
(Zip Code)
|
|||
|
|
|
|
|
(781)
|
376-3000
|
|
||
(Registrant’s telephone number, including area code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
Common Stock, par value $0.25 per share
|
SWKS
|
Nasdaq Global Select Market
|
Large accelerated filer
|
þ
|
Accelerated filer ☐
|
Non-accelerated filer ☐
|
Smaller reporting company
|
☐
|
Emerging growth company
|
☐
|
Name
|
|
Title
|
David J. Aldrich
|
|
Chairman of the Board
|
Christine King
|
|
Lead Independent Director
|
Liam K. Griffin
|
|
President, Chief Executive Officer and Director
|
Alan S. Batey
|
|
Director
|
Kevin L. Beebe
|
|
Director
|
Timothy R. Furey
|
|
Director
|
Balakrishnan S. Iyer
|
|
Director
|
David P. McGlade
|
|
Director
|
Robert A. Schriesheim
|
|
Director
|
Kimberly S. Stevenson
|
|
Director
|
Carlos S. Bori
|
|
Senior Vice President, Sales and Marketing
|
Kari A. Durham
|
|
Senior Vice President, Human Resources
|
Kris Sennesael
|
|
Senior Vice President and Chief Financial Officer
|
Robert J. Terry
|
|
Senior Vice President, General Counsel and Secretary
|
•
|
Liam K. Griffin, President and Chief Executive Officer;
|
•
|
Kris Sennesael, Senior Vice President and Chief Financial Officer;
|
•
|
Carlos S. Bori, Senior Vice President, Sales and Marketing;
|
•
|
Robert J. Terry, Senior Vice President, General Counsel and Secretary; and
|
•
|
Peter L. Gammel, Former Chief Technology Officer (retired as Chief Technology Officer and as an executive officer effective as of November 19, 2019).
|
•
|
ensuring that our executive compensation program is competitive with a group of companies in the semiconductor industry with which we compete for executive talent;
|
•
|
providing a base salary that serves as the foundation of a compensation package that attracts and retains the executive talent needed to achieve our business objectives;
|
•
|
providing short-term variable compensation that motivates executives and rewards them for achieving Company financial performance targets;
|
•
|
providing long-term stock-based compensation that aligns the interest of our executives with stockholders by rewarding them for long-term increases in stockholder value; and
|
•
|
ensuring that our executive compensation program is perceived as fundamentally fair to our employees.
|
*Advanced Micro Devices
|
*KLA-Tencor
|
*Microchip Technology
|
*Qorvo
|
*Analog Devices
|
*Lam Research
|
*Micron Technology
|
*QUALCOMM
|
*Applied Materials
|
*Marvell Technology
|
*NVIDIA
|
*Texas Instruments
|
*Broadcom Limited
|
*Maxim Integrated Products
|
*ON Semiconductor
|
*Xilinx
|
|
FY2019
Base Salary ($) |
FY2018
Base Salary ($) |
Liam K. Griffin
|
980,000
|
900,000
|
Kris Sennesael
|
500,000
|
460,000
|
Carlos Bori
|
431,000
|
403,000
|
Robert J. Terry
|
446,000
|
413,000
|
Peter L. Gammel
|
410,000
|
402,000
|
|
Threshold
|
Target
|
Maximum
|
Chief Executive Officer
|
80%
|
160%
|
320%
|
Chief Financial Officer
|
50%
|
100%
|
200%
|
Other Executive Officers
|
40%
|
80%
|
160%
|
Company Metric
|
Threshold
|
Target
|
Maximum
|
Revenue
|
$3,868
|
$4,000
|
$4,120
|
Non-GAAP Operating Income
|
$1,450
|
$1,500
|
$1,555
|
•
|
If the level of achievement for the performance goal falls below the “threshold” level, then the executive will not earn any short-term incentive compensation with respect to that performance goal.
|
•
|
If the level of achievement for the performance goal is equal to the “threshold,” “target,” or “maximum” level, then the executive earns the product obtained by multiplying (i) the “threshold,” “target,” or “maximum” percentage, as applicable, by (ii) the executive’s base salary during the fiscal year, by (iii) the weighting assigned to that performance goal.
|
•
|
If the level of achievement for the performance goal falls in between either the “threshold” and “target” levels or the “target” and “maximum” levels, the executive would earn short-term incentive compensation equal to the short-term incentive compensation payable at the “threshold” or “target” level, as applicable, plus a pro rata amount of the difference between the short-term incentive compensation payable for the performance goal at the “threshold” and “target” levels or the “target” and “maximum” levels, as applicable.
|
•
|
If the level of achievement for the performance goal exceeds the “maximum” level, the executive will only earn the amount payable for achievement at the “maximum” level.
|
Company Metric
|
Threshold
|
Target
|
Maximum
|
1-year Non-GAAP EBITDA Growth (%)
|
0.0%
|
3.3%
|
7.1%
|
3-year TSR Percentile Ranking
|
40th
|
50th
|
90th
|
|
Performance Achieved
|
||
|
Threshold
|
Target
|
Maximum
|
% of Target Level Shares Earned With Respect to Non-GAAP EBITDA Growth Metric
|
50%
|
100%
|
200%
|
% of Target Level Shares Earned With Respect to TSR Percentile Ranking Metric
|
50%
|
100%
|
300%
|
PSA Fiscal Year
|
Grant Date
|
Performance Metric
|
Performance Period
|
Achieved
(% of Target) |
FY18
|
11/7/2017
|
Non-GAAP EBITDA Growth
|
FY18
|
99.8%
|
FY18
|
11/7/2017
|
3-year TSR Percentile Ranking
|
FY18–FY20
|
Performance Period
in Progress (1) |
FY19
|
11/6/2018
|
Non-GAAP EBITDA Growth
|
FY19
|
0%
|
FY19
|
11/6/2018
|
3-year TSR Percentile Ranking
|
FY19–FY21
|
Performance Period
in Progress (2) |
(1)
|
As of January 20, 2020, performance under this metric during the applicable performance period is below the “threshold” level of performance.
|
(2)
|
As of January 20, 2020, performance under this metric during the applicable performance period is slightly above the “target” level of performance.
|
Name and Principal Position
|
Year
|
Salary
($) |
Stock
Awards ($)(1) |
Option
Awards ($)(1) |
Non-Equity
Incentive Plan Compensation ($)(2) |
All Other
Compensation ($)(3) |
Total
($) |
|
Liam K. Griffin
|
2019
|
972,000
|
11,658,937
|
—
|
|
1,011,257
|
18,399
|
13,660,593
|
President and
|
2018
|
894,808
|
7,150,399
|
—
|
|
1,284,664
|
12,242
|
9,342,113
|
Chief Executive Officer
|
2017
|
850,000
|
5,336,603
|
1,230,158
|
|
1,273,055
|
12,042
|
8,701,858
|
Kris Sennesael
|
2019
|
496,000
|
3,264,443
|
—
|
|
322,467
|
15,352
|
4,098,262
|
Senior Vice President and
|
2018
|
456,366
|
2,491,910
|
—
|
|
369,341
|
13,075
|
3,330,692
|
Chief Financial Officer
|
2017
|
425,000
|
1,289,639
|
297,268
|
|
358,047
|
235,494
|
2,605,448
|
Carlos S. Bori
|
2019
|
428,200
|
3,147,860
|
—
|
|
222,373
|
12,561
|
3,810,994
|
Senior Vice President,
|
2018
|
398,535
|
2,491,910
|
—
|
|
251,669
|
12,346
|
3,154,460
|
Sales and Marketing
|
2017
|
356,493
|
1,245,174
|
287,025
|
|
235,890
|
31,244
|
2,155,826
|
Robert J. Terry(4)
|
2019
|
442,700
|
1,981,920
|
—
|
|
230,112
|
15,287
|
2,670,019
|
Senior Vice President,
|
2018
|
409,054
|
1,557,371
|
—
|
|
257,914
|
12,466
|
2,236,805
|
General Counsel and Secretary
|
|
|
|
|
|
|
|
|
Peter L. Gammel(5)
|
2019
|
409,200
|
1,165,835
|
—
|
|
211,538
|
1,140,824
|
2,927,397
|
Former Chief Technology
|
2018
|
400,754
|
1,245,896
|
—
|
|
251,045
|
389,623
|
2,287,318
|
Officer
|
2017
|
389,065
|
978,287
|
225,523
|
|
255,547
|
73,367
|
1,921,789
|
(1)
|
The amounts in the Stock Awards and Option Awards columns represent the grant date fair values, computed in accordance with the provisions of FASB ASC Topic 718—Compensation—Stock Compensation (“ASC 718”), of stock options, PSAs, and RSUs granted during the applicable fiscal year, without regard to estimated forfeiture rates. For fiscal years 2017, 2018, and 2019, assuming the highest level of performance achievement with respect to the PSAs, the grant date fair values of the Stock Awards would be as follows: Mr. Griffin (FY 2017: $7,136,568; FY 2018: $9,216,421; FY 2019: $14,658,935), Mr. Sennesael (FY 2017: $1,724,613; FY 2018: $3,211,920; FY 2019: $4,104,438), Mr. Bori (FY 2017: $1,665,160; FY 2018: $3,211,920; FY 2019: $3,957,856), Mr. Terry (FY 2018: $2,007,357; FY 2019: $2,491,891), and Mr. Gammel (FY 2017: $1,308,264; FY 2018: $1,605,873; FY 2019: $1,465,818). For a description of the assumptions used in calculating the fair value of equity awards in 2019 under ASC 718, see Note 9 of the Company’s financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on November 14, 2019.
|
(2)
|
Reflects amounts paid to the Named Executive Officers pursuant to the executive incentive plan adopted by the Compensation Committee for each year indicated.
|
(3)
|
“All Other Compensation” includes the Company’s contributions to the executive’s 401(k) Plan account, the cost of group term life insurance premiums, relocation expenses, tax equalization payments, and financial planning benefits. For fiscal year 2019, it specifically includes $11,200 in Company contributions to each Named Executive Officer’s 401(k) Plan account, as well as $135,878 in relocation expenses and $989,855 in tax equalization payments for Mr. Gammel in connection with the International Assignment Agreement.
|
(4)
|
Mr. Terry was not a named executive officer prior to fiscal year 2018.
|
(5)
|
Mr. Gammel retired as Chief Technology Officer effective as of November 19, 2019.
|
|
|
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(1) |
Estimated Future Payouts
Under Equity Incentive Plan Awards(2) |
All Other
Stock Awards: Number of Stock Or |
Grant
Date Fair Value of Stock and |
||||
Name
|
Grant
Date |
Threshold
($) |
Target
($) |
Maximum
($) |
Threshold
(#) |
Target
(#) |
Maximum
(#) |
Units
(#)(3) |
Option
Awards ($) |
Liam K. Griffin
|
|
784,000
|
1,568,000
|
3,136,000
|
|
|
|
|
|
|
11/6/2018
|
|
|
|
36,302
|
72,604
|
181,510
|
|
7,658,996(4)
|
|
11/6/2018
|
|
|
|
|
|
|
48,402
|
3,999,941(5)
|
Kris Sennesael
|
|
250,000
|
500,000
|
1,000,000
|
|
|
|
|
|
|
11/6/2018
|
|
|
|
10,164
|
20,329
|
50,822
|
|
2,144,506(4)
|
|
11/6/2018
|
|
|
|
|
|
|
13,552
|
1,119,937(5)
|
Carlos S. Bori
|
|
172,400
|
344,800
|
689,600
|
|
|
|
|
|
|
11/6/2018
|
|
|
|
9,801
|
19,603
|
49,007
|
|
2,067,920(4)
|
|
11/6/2018
|
|
|
|
|
|
|
13,068
|
1,079,940(5)
|
Robert J. Terry
|
|
178,400
|
356,800
|
713,600
|
|
|
|
|
|
|
11/6/2018
|
|
|
|
6,171
|
12,342
|
30,855
|
|
1,301,958(4)
|
|
11/6/2018
|
|
|
|
|
|
|
8,228
|
679,962(5)
|
Peter L. Gammel
|
|
164,000
|
328,000
|
656,000
|
|
|
|
|
|
|
11/6/2018
|
|
|
|
3,630
|
7,260
|
18,150
|
|
765,857(4)
|
|
11/6/2018
|
|
|
|
|
|
|
4,840
|
399,978(5)
|
(1)
|
The amounts shown represent the potential value of awards earned under the Incentive Plan. The amounts actually paid to the Named Executive Officers under the Incentive Plan are shown above in the “Summary Compensation Table” under “Non-Equity Incentive Plan Compensation.” For a more complete description of the Incentive Plan, please see description above under “Components of Compensation—Short-Term Incentives.”
|
(2)
|
The amounts shown represent shares potentially issuable pursuant to the FY19 PSAs granted on November 6, 2018, under the Company’s 2015 Long-Term Incentive Plan, as described above under “Components of Compensation—Long-Term Stock-Based Compensation.”
|
(3)
|
Represents shares underlying RSU awards granted under the Company’s 2015 Long-Term Incentive Plan. The RSU award vests over four years at a rate of twenty-five percent (25%) per year commencing one year after the date of grant and on each subsequent anniversary of the grant date for the following three years, provided the executive remains employed by the Company through each such vesting date.
|
(4)
|
Reflects the grant date fair value of the FY19 PSAs, computed in accordance with the provisions of ASC 718, using (a) a Monte Carlo simulation (which weights the probability of multiple potential outcomes) to value the portion of the award related to TSR percentile ranking, and (b) a price of $82.64 per share, which was the closing sale price of the Company’s common stock on the Nasdaq Global Select Market on November 6, 2018, to value the portion of the award related to non-GAAP EBITDA growth, assuming performance at the “target” level. For a description of the assumptions used in calculating the fair value of equity awards granted in fiscal year 2019 under ASC 718, see Note 9 of the Company’s financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on November 14, 2019.
|
(5)
|
Reflects the grant date fair value of the RSUs granted on November 6, 2018, computed in accordance with the provisions of ASC 718 using a price of $82.64 per share, which was the closing price of the Company’s common stock on the Nasdaq Global Select Market on November 6, 2018.
|
|
Option Awards
|
Stock Awards
|
|||||||
Name
|
Number of
Securities Underlying Unexercised Options (#) Exercisable |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
Option
Exercise Price ($) |
Option
Expiration Date |
Number
of Shares or Units of Stock that Have Not Vested (#) |
Market
Value of Shares or Units of Stock that Have Not Vested ($)(1) |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or other Rights that Have Not Vested (#) |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or other Rights that Have Not Vested ($)(1) |
|
Liam K. Griffin
|
21,500
|
10,750(2)
|
|
84.89
|
11/9/2022
|
46,356(5)
|
3,591,199
|
9,290(11)
|
719,696
|
|
18,250
|
18,250(3)
|
|
64.59
|
5/11/2023
|
9,271(6)
|
718,224
|
18,151(12)
|
1,406,158
|
|
13,211
|
26,422(4)
|
|
77.66
|
11/9/2023
|
6,500(7)
|
503,555
|
18,151(13)
|
1,406,158
|
|
|
|
|
|
7,725(8)
|
598,456
|
|
|
|
|
|
|
|
|
18,581(9)
|
1,439,470
|
|
|
|
|
|
|
|
|
48,402(10)
|
3,749,703
|
|
|
|
Kris Sennesael
|
30,000
|
10,000(14)
|
|
75.22
|
8/29/2023
|
11,202(5)
|
867,819
|
3,238(11)
|
250,848
|
|
6,386
|
6,384(4)
|
|
77.66
|
11/9/2023
|
3,231(6)
|
250,306
|
5,082(12)
|
393,703
|
|
|
|
|
|
6,250(15)
|
484,188
|
5,082(13)
|
393,703
|
|
|
|
|
|
|
1,866(8)
|
144,559
|
|
|
|
|
|
|
|
|
6,475(9)
|
501,618
|
|
|
|
|
|
|
|
|
13,552(10)
|
1,049,873
|
|
|
|
Carlos S. Bori
|
1,500
|
—
|
|
60.97
|
11/10/2021
|
10,816(5)
|
837,916
|
3,238(11)
|
250,848
|
|
3,894
|
1,297(2)
|
|
84.89
|
11/9/2022
|
3,231(6)
|
250,306
|
4,900(12)
|
379,603
|
|
3,083
|
6,164(4)
|
|
77.66
|
11/9/2023
|
1,802(8)
|
139,601
|
4,900(13)
|
379,603
|
|
|
|
|
|
6,475(9)
|
501,618
|
|
|
|
|
|
|
|
|
13,068(10)
|
1,012,378
|
|
|
|
Robert J. Terry
|
1,483
|
1,483(2)
|
|
84.89
|
11/9/2022
|
7,904(5)
|
612,323
|
2,023(11)
|
156,722
|
|
2,253
|
4,504(16)
|
|
75.91
|
11/10/2023
|
2,019(6)
|
156,412
|
3,085(12)
|
238,995
|
|
|
|
|
|
1,316(17)
|
101,951
|
3,085(13)
|
238,995
|
|
|
|
|
|
|
4,047(9)
|
313,521
|
|
|
|
|
|
|
|
|
8,228(10)
|
637,423
|
|
|
|
Peter L. Gammel
|
15,000
|
5,000(2)
|
|
84.89
|
11/9/2022
|
8,498(5)
|
658,340
|
1,619(11)
|
125,424
|
|
4,844
|
4,844(4)
|
|
77.66
|
11/9/2023
|
1,615(6)
|
125,114
|
1,815(12)
|
140,608
|
|
|
|
|
|
1,416(8)
|
109,698
|
1,815(13)
|
140,608
|
|
|
|
|
|
|
3,237(9)
|
250,770
|
|
|
|
|
|
|
|
|
4,840(10)
|
374,955
|
|
|
(1)
|
Reflects a price of $77.47 per share, which was the closing sale price of the Company’s common stock on the Nasdaq Global Select Market on September 27, 2019.
|
(2)
|
These options were granted on November 9, 2015, and vested at a rate of twenty-five percent (25%) per year on each anniversary of the grant date until they became fully vested on November 9, 2019.
|
(3)
|
These options were granted on May 11, 2016, and vest at a rate of twenty-five percent (25%) per year on each anniversary of the grant date through May 11, 2020.
|
(4)
|
These options were granted on November 9, 2016, and vest at a rate of twenty-five percent (25%) per year on each anniversary of the grant date through November 9, 2020.
|
(5)
|
Represents shares issuable under the PSAs granted on November 9, 2016 (on November 10, 2016, for Mr. Terry), under the Company’s 2015 Long-Term Incentive Plan (the “FY17 PSAs”). Twenty-five percent (25%) of the shares earned under the FY17 PSAs were issued on each of November 9, 2017, and November 9, 2018, and the remaining fifty percent (50%) of the shares earned were issued on November 9, 2019.
|
(6)
|
Represents shares issuable under the PSAs granted on November 7, 2017, under the Company’s 2015 Long-Term Incentive Plan (the “FY18 PSAs”) with respect to an EBITDA growth performance metric, which was measured over a one-year performance period consisting of the Company’s fiscal year 2018. Fifty percent (50%) of the shares earned under the FY18 PSAs with respect to the EBITDA growth performance metric were issued on November 7, 2018, and the remaining fifty percent (50%) of the shares earned with respect to such metric were issued on November 7, 2019.
|
(7)
|
Represents shares issuable under an RSU award granted on May 11, 2016, under the Company’s 2015 Long-Term Incentive Plan. The RSU award vests at a rate of twenty-five percent (25%) per year on each anniversary of the grant date through May 11, 2020.
|
(8)
|
Represents shares issuable under an RSU award granted on November 9, 2016, under the Company’s 2015 Long-Term Incentive Plan. The RSU award vests at a rate of twenty-five percent (25%) per year on each anniversary of the grant date through November 9, 2020.
|
(9)
|
Represents shares issuable under an RSU award granted on November 7, 2017, under the Company’s 2015 Long-Term Incentive Plan. The RSU award vests at a rate of twenty-five percent (25%) per year on each anniversary of the grant date through November 7, 2021.
|
(10)
|
Represents shares issuable under an RSU award granted on November 6, 2018, under the Company’s 2015 Long-Term Incentive Plan. The RSU award vests at a rate of twenty-five percent (25%) per year on each anniversary of the grant date through November 6, 2022.
|
(11)
|
Represents shares issuable under the FY18 PSAs with respect to a TSR percentile ranking performance metric, assuming achievement at the “threshold” level of performance. This portion of the FY18 PSAs, which is subject to a three-year performance period, will be issued on November 7, 2020, to the extent earned and provided that the executive meets the continued employment condition.
|
(12)
|
Represents shares issuable under the FY19 PSAs (awarded on November 6, 2018, as described above under “Components of Compensation—Long-Term Stock-Based Compensation”) with respect to the non-GAAP EBITDA growth performance metric, assuming achievement at the “threshold” level of performance. This portion of the FY19 PSAs, which originally was scheduled to vest in two equal tranches on November 6, 2019, and November 6, 2020, was cancelled upon the Compensation Committee’s determination on November 5, 2019, that the performance condition had not been satisfied.
|
(13)
|
Represents shares issuable under the FY19 PSAs with respect to the TSR percentile ranking performance metric, assuming achievement at the “threshold” level of performance. This portion of the FY19 PSAs, which is subject to a three-year performance period as described above, will be issued on November 6, 2021, to the extent earned and provided that the executive meets the continued employment condition.
|
(14)
|
These options were granted on August 29, 2016, and vest at a rate of twenty-five percent (25%) per year on each anniversary of the grant date through August 29, 2020.
|
(15)
|
Represents shares issuable under an RSU award granted on August 29, 2016, under the Company’s 2015 Long-Term Incentive Plan. The RSU award vests at a rate of twenty-five percent (25%) per year on each anniversary of the grant date through August 29, 2020.
|
(16)
|
These options were granted on November 10, 2016, and vest at a rate of twenty-five percent (25%) per year on each anniversary of the grant date through November 10, 2020.
|
(17)
|
Represents shares issuable under an RSU award granted on November 10, 2016, under the Company’s 2015 Long-Term Incentive Plan. The RSU award vests at a rate of twenty-five percent (25%) per year on each anniversary of the grant date through November 10, 2020.
|
|
Option Awards
|
Stock Awards
|
||||
Name
|
Number of Shares
Acquired on Exercise (#) |
Value Realized
on Exercise ($)(1) |
Number of Shares
Acquired on Vesting (#) |
Value Realized
on Vesting ($)(2) |
||
Liam K. Griffin
|
28,750
|
|
805,931
|
|
53,433
|
4,188,614
|
Kris Sennesael
|
—
|
|
—
|
|
18,175
|
1,414,894
|
Carlos S. Bori
|
—
|
|
—
|
|
12,155
|
964,088
|
Robert J. Terry
|
1,750
|
|
32,743
|
|
8,500
|
669,267
|
Peter L. Gammel
|
4,500
|
|
64,913
|
|
9,681
|
758,289
|
(1)
|
The value realized on exercise is based on the amount by which the market price of a share of the Company’s common stock on the dates of exercise exceeded the applicable exercise price per share of the exercised option.
|
(2)
|
The value realized upon vesting is determined by multiplying (a) the number of shares underlying the stock awards that vested, by (b) the closing price of the Company’s common stock on the Nasdaq Global Select Market on the applicable vesting date.
|
•
|
termination without cause outside of a change in control;
|
•
|
termination without cause or for good reason in connection with a change in control; and
|
•
|
in the event of a termination of employment because of death or disability.
|
Name
|
Benefit
|
Termination
w/o Cause Outside Change in Control ($)(1) |
Termination
w/o Cause or for Good Reason, After Change in Control ($) |
Death/
Disability ($) |
|||
Liam K. Griffin(2)
|
Salary and Short-Term Incentive
|
5,096,000(3)
|
|
6,370,000(4)
|
|
—
|
|
|
Accelerated Options
|
235,060
|
|
235,060
|
|
235,060
|
|
|
Accelerated RSUs
|
6,291,184
|
|
6,291,184
|
|
6,291,184
|
|
|
Accelerated PSAs
|
11,373,526
|
|
11,373,526
|
|
11,373,526
|
|
|
Medical
|
21,612
|
|
25,934
|
|
—
|
|
|
TOTAL
|
23,017,382
|
|
24,295,704
|
|
17,899,770
|
|
Kris Sennesael(2)
|
Salary and Short-Term Incentive
|
500,000(5)
|
|
1,500,000(6)
|
|
—
|
|
|
Accelerated Options
|
—
|
|
22,500
|
|
22,500
|
|
|
Accelerated RSUs
|
—
|
|
2,180,238
|
|
2,180,238
|
|
|
Accelerated PSAs
|
—
|
|
3,194,708
|
|
3,194,708
|
|
|
Medical
|
18,853
|
|
28,280
|
|
—
|
|
|
TOTAL
|
518,853
|
|
6,925,726
|
|
5,397,446
|
|
Carlos S. Bori(2)
|
Salary and Short-Term Incentive
|
431,000(5)
|
|
1,163,700(6)
|
|
—
|
|
|
Accelerated Options
|
—
|
|
—
|
|
—
|
|
|
Accelerated RSUs
|
—
|
|
1,653,597
|
|
1,653,597
|
|
|
Accelerated PSAs
|
—
|
|
3,108,561
|
|
3,108,561
|
|
|
Medical
|
18,853
|
|
28,280
|
|
—
|
|
|
TOTAL
|
449,853
|
|
5,954,138
|
|
4,762,158
|
|
Robert J. Terry(2)
|
Salary and Short-Term Incentive
|
446,000(5)
|
|
1,204,200(6)
|
|
—
|
|
|
Accelerated Options
|
—
|
|
7,026
|
|
7,026
|
|
|
Accelerated RSUs
|
—
|
|
1,052,895
|
|
1,052,895
|
|
|
Accelerated PSAs
|
—
|
|
2,038,391
|
|
2,038,391
|
|
|
Medical
|
18,853
|
|
28,280
|
|
—
|
|
|
TOTAL
|
464,853
|
|
4,330,792
|
|
3,098,312
|
|
Peter L. Gammel(2)
|
Salary and Short-Term Incentive
|
410,000(5)
|
|
1,476,000(7)
|
|
—
|
|
|
Accelerated Options
|
—
|
|
—
|
|
—
|
|
|
Accelerated RSUs
|
—
|
|
735,423
|
|
735,423
|
|
|
Accelerated PSAs
|
—
|
|
1,596,734
|
|
1,596,734
|
|
|
Medical
|
18,853
|
|
28,280
|
|
—
|
|
|
TOTAL
|
428,853
|
|
3,836,437
|
|
2,332,157
|
|
(1)
|
For Mr. Griffin, includes amounts payable pursuant to a termination for good reason outside of a change in control.
|
(2)
|
Excludes the value of accrued vacation/paid time off required by law to be paid upon termination.
|
(3)
|
Represents an amount equal to two (2) times the sum of (A) Mr. Griffin’s annual base salary as of September 27, 2019, and (B) an Incentive Plan payment, which is equal to Mr. Griffin’s “target” short-term cash incentive award for fiscal year 2019,
|
(4)
|
Represents an amount equal to two and one-half (21/2) times the sum of (A) Mr. Griffin’s annual base salary as of September 27, 2019, and (B) an Incentive Plan payment, which is equal to Mr. Griffin’s “target” short-term cash incentive award for fiscal year 2019, since such “target” payout level is greater than the three (3) year average of the actual incentive payments made to Mr. Griffin for fiscal years 2016, 2017, and 2018.
|
(5)
|
Represents an amount equal to the Named Executive Officer’s annual base salary as of September 27, 2019.
|
(6)
|
Represents an amount equal to one and one-half (11/2) times the sum of (A) the Named Executive Officer’s annual base salary as of September 27, 2019, and (B) an Incentive Plan payment, which is equal to the Named Executive Officer’s “target” short-term cash incentive award for fiscal year 2019, since such “target” payout level is greater than the three (3) year average of the actual incentive payments made to the Named Executive Officer for fiscal years 2016, 2017, and 2018.
|
(7)
|
Represents an amount equal to two (2) times the sum of (A) Mr. Gammel’s annual base salary as of September 27, 2019, and (B) an Incentive Plan payment, which is equal to Mr. Gammel’s “target” short-term cash incentive award for fiscal year 2019, since such “target” payout level is greater than the three (3) year average of the actual incentive payments made to Mr. Gammel for fiscal years 2016, 2017, and 2018.
|
•
|
The annual total compensation of our Chief Executive Officer was $13,660,593.
|
•
|
The annual total compensation of our median compensated employee was $21,852.
|
•
|
Based on the foregoing, we estimate that our Chief Executive Officer’s total annual compensation was approximately 625 times that of our median employee.
|
•
|
We did not use the de minimis exception to exclude any non-U.S. employees. We have a globally diverse workforce with total headcount of approximately 9,200 as of September 27, 2019, of which approximately 7,000 are located outside the United States, primarily in locations employing large direct labor forces such as Mexico and Singapore where wages are significantly lower than in the United States. The median employee identified within this employee population as of September 27, 2019, is a full-time employee in our Singapore facility.
|
•
|
To identify the median employee, we used a consistently applied compensation measure that included total taxable earnings paid to our employees in the most recently completed taxable year in their respective jurisdictions. This included base salary, overtime pay, shift premiums, recognition bonuses, annual cash incentive awards, and long-term stock-based incentive awards. We annualized the compensation of permanent, full-time, and part-time employees who were hired after the beginning of the most recently completed taxable year in their respective jurisdictions.
|
•
|
Using this consistently applied compensation measure, we identified an employee at the median and calculated such employee’s total compensation for fiscal year 2019 in accordance with Item 402(c)(2)(x) of Regulation S-K.
|
•
|
We did not use any cost-of-living adjustments in identifying the median employee.
|
•
|
The annual total compensation of our Chief Executive Officer is the amount reported in the “Total” column of our Summary Compensation Table for fiscal year 2019.
|
Name
|
Fees Earned
or Paid in Cash ($) |
Stock
Awards ($)(1)(2) |
Total
($) |
|
David J. Aldrich, Chairman of the Board
|
200,000
|
192,834
|
|
392,834
|
Christine King, Lead Independent Director
|
117,780
|
192,834
|
|
310,614
|
David J. McLachlan, Former Lead Independent Director
|
82,802
|
—
|
|
82,802
|
Alan S. Batey
|
7,609
|
188,949
|
|
196,558
|
Kevin L. Beebe
|
90,784
|
192,834
|
|
283,618
|
Timothy R. Furey
|
86,333
|
192,834
|
|
279,167
|
Balakrishnan S. Iyer
|
96,699
|
192,834
|
|
289,533
|
David P. McGlade
|
89,667
|
192,834
|
|
282,501
|
Robert A. Schriesheim
|
90,000
|
192,834
|
|
282,834
|
Kimberly S. Stevenson
|
74,484
|
192,834
|
|
267,318
|
(1)
|
The non-employee members of the Board of Directors who held such positions on September 27, 2019, held the following aggregate number of unexercised stock options, unvested RSU awards, and unearned, unvested performance share awards (assuming achievement at the “threshold” level of performance) as of such date:
|
Name
|
Number of
Securities Underlying Unexercised Options |
Number of Shares
Subject to Unvested RSUs |
Number
of Unearned Performance Share Awards that Have Not Vested |
David J. Aldrich, Chairman of the Board
|
137,560
|
2,294
|
8,361
|
Christine King, Lead Independent Director
|
—
|
2,294
|
—
|
Alan S. Batey
|
—
|
2,521
|
—
|
Kevin L. Beebe
|
—
|
2,294
|
—
|
Timothy R. Furey
|
—
|
2,294
|
—
|
Balakrishnan S. Iyer
|
—
|
2,294
|
—
|
David P. McGlade
|
—
|
2,294
|
—
|
Robert A. Schriesheim
|
—
|
2,294
|
—
|
Kimberly S. Stevenson
|
—
|
3,638
|
—
|
(2)
|
Reflects the grant date fair value of 2,294 RSUs granted on May 8, 2019, to each non-employee director elected at the 2019 Annual Meeting of Stockholders, computed in accordance with the provisions of ASC 718 using a price of $84.06 per share, which was the closing sale price of the Company’s common stock on the Nasdaq Global Select Market on May 8, 2019. For Mr. Batey, reflects the grant date fair value of 2,521 RSUs granted on August 29, 2019, upon his initial appointment to the Board of Directors, computed in accordance with the provisions of ASC 718 using a price of $74.95 per share, which was the closing sale price of the Company’s common stock on the Nasdaq Global Select Market on August 29, 2019.
|
Names and Addresses of Beneficial Owners(1)
|
|
Number of Shares
Beneficially Owned(2) |
Percent of Class
|
||
The Vanguard Group, Inc.
|
18,785,103(3)
|
|
11.04
|
%
|
|
BlackRock, Inc.
|
13,271,115(4)
|
|
7.80
|
%
|
|
Vulcan Value Partners, LLC
|
9,614,290(5)
|
|
5.65
|
%
|
|
Capital Research Global Investors
|
8,802,918(6)
|
|
5.17
|
%
|
|
David J. Aldrich
|
168,412(7)
|
|
(*)
|
|
|
Alan S. Batey
|
—
|
|
(*)
|
|
|
Kevin L. Beebe
|
55,273
|
|
(*)
|
|
|
Carlos S. Bori
|
42,121(7)
|
|
(*)
|
|
|
Timothy R. Furey
|
18,824
|
|
(*)
|
|
|
Peter L. Gammel
|
—
|
|
(*)
|
|
|
Liam K. Griffin
|
88,655(7)
|
|
(*)
|
|
|
Balakrishnan S. Iyer
|
20,432
|
|
(*)
|
|
|
Christine King
|
17,038
|
|
(*)
|
|
|
David P. McGlade
|
69,798
|
|
(*)
|
|
|
Robert A. Schriesheim
|
73,873
|
|
(*)
|
|
|
Kris Sennesael
|
72,377
|
|
(*)
|
|
|
Kimberly S. Stevenson
|
673
|
|
(*)
|
|
|
Robert J. Terry
|
16,790(7)
|
|
(*)
|
|
|
All current directors and executive officers as a group (14 persons)
|
649,776(7)
|
|
(*)
|
|
*
|
Less than 1%
|
(1)
|
Unless otherwise set forth in the following notes, each person’s address is the address of the Company’s principal executive offices at Skyworks Solutions, Inc., 20 Sylvan Road, Woburn, MA 01801, and stockholders have sole voting and sole investment power with respect to the shares, except to the extent such power may be shared by a spouse or otherwise subject to applicable community property laws.
|
(2)
|
Includes the number of shares of Company common stock subject to stock options held by that person that are currently exercisable or will become exercisable within sixty (60) days of January 20, 2020 (the “Current Options”), as follows: Mr. Bori—12,856 shares under Current Options; Mr. Griffin—6,922 shares under
|
(3)
|
Consists of shares beneficially owned by The Vanguard Group, Inc. (“Vanguard”), which has sole voting power with respect to 216,260 shares, shared voting power with respect to 42,432 shares, sole dispositive power with respect to 18,530,276 shares and shared dispositive power with respect to 254,827 shares. Vanguard Fiduciary Trust Company, a wholly owned subsidiary of Vanguard, is the beneficial owner of 159,036 shares as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly owned subsidiary of Vanguard, is the beneficial owner of 151,156 shares as a result of its serving as investment manager of Australian investment offerings. With respect to the information relating to Vanguard, the Company has relied on information supplied by Vanguard on a Schedule 13G/A filed with the SEC on February 11, 2019. The address of Vanguard is 100 Vanguard Blvd., Malvern, PA 19355.
|
(4)
|
Consists of shares beneficially owned by BlackRock, Inc. (“BlackRock”), in its capacity as a parent holding company of various subsidiaries under Rule 13d-1(b)(1)(ii)(G). In its capacity as a parent holding company or control person, BlackRock has sole voting power with respect to 11,522,781 shares and sole dispositive power with respect to 13,271,115 shares which are held by the following of its subsidiaries: BlackRock Life Limited, BlackRock International Limited, BlackRock Advisors, LLC, BlackRock (Netherlands) B.V., BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Japan Co., Ltd., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset, Management Canada Limited, BlackRock Asset Management Deutschland AG, BlackRock (Luxembourg) S.A., BlackRock Investment Management (Australia) Limited, BlackRock Advisors (UK) Limited, BlackRock Fund Advisors, BlackRock Asset Management North Asia Limited, BlackRock (Singapore) Limited, BlackRock Fund Managers Ltd. With respect to the information relating to BlackRock and its affiliated entities, the Company has relied on information supplied by BlackRock on a Schedule 13G/A filed with the SEC on February 6, 2019. The address of BlackRock is 55 East 52nd Street, New York, NY 10055.
|
(5)
|
Consists of shares beneficially owned by Vulcan Value Partners, LLC (“Vulcan”). Vulcan has sole voting power with respect to 8,603,813 and sole dispositive power with respect to 9,614,290 shares. With respect to the information relating to Vulcan, the Company has relied on information supplied by Vulcan on a Schedule 13G/A filed with the SEC on February 15, 2019. The address of Vulcan is Three Protective Center, 2801 Highway 280 South, Suite 300, Birmingham, AL 35223.
|
(6)
|
Consists of shares beneficially owned by Capital Research Global Investors (“Capital Research”), a division of Capital Research and Management Company. Capital Research has sole voting power and sole dispositive power with respect to 8,802,918 shares. With respect to the information relating to Capital Research, the Company has relied on information supplied by Capital Research on a Schedule 13G/A filed with the SEC on February 14, 2019. The address of Capital Research is 333 South Hope Street, Los Angeles, CA 90071.
|
(7)
|
Includes shares held in the Company’s 401(k) Savings and Investment Plan as of January 20, 2020.
|
•
|
the 2002 Employee Stock Purchase Plan
|
•
|
the Non-Qualified Employee Stock Purchase Plan
|
•
|
the 2005 Long-Term Incentive Plan
|
•
|
the AATI 2005 Equity Incentive Plan
|
•
|
the 2008 Director Long-Term Incentive Plan
|
•
|
the 2015 Long-Term Incentive Plan
|
|
Number of Securities to be
Issued Upon Exercise of Outstanding Options, Warrants, and Rights (#) (a) |
Weighted Average
Exercise Price of Outstanding Options, Warrants and Rights ($) (b) |
Number of Securities
Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (#) (c) |
||
Equity compensation plans approved by security holders
|
1,273,688(1)
|
|
65.38
|
|
12,787,571(2)
|
Equity compensation plans not approved by security holders
|
—
|
|
—
|
|
66,367(3)
|
TOTAL
|
1,273,688
|
|
65.38
|
|
12,853,938
|
(1)
|
Excludes 1,576,852 unvested shares under restricted stock and RSU awards and 1,095,779 unvested shares under PSAs, which figure assumes achievement of performance goals under the FY19 PSAs at target levels.
|
(2)
|
Includes 136,811 shares available for future issuance under the 2002 Employee Stock Purchase Plan, 12,032,017 shares available for future issuance under the 2015 Long-Term Incentive Plan, and 618,743 shares available for future issuance under the 2008 Director Long-Term Incentive Plan. No further grants will be made under the AATI 2005 Equity Incentive Plan or the 2005 Long-Term Incentive Plan.
|
(3)
|
Represents shares available under the Non-Qualified ESPP.
|
Fee Category
|
|
Fiscal Year
2019 ($) |
% of
Total (%) |
Fiscal Year
2018 ($) |
% of
Total (%) |
||||
Audit Fees(1)
|
2,315,150
|
|
93.1
|
|
2,479,090
|
|
89.9
|
|
|
Audit-Related Fees
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Tax Fees(2)
|
170,500
|
|
6.9
|
|
240,500
|
|
8.7
|
|
|
All Other Fees(3)
|
—
|
|
—
|
|
38,500
|
|
1.4
|
|
|
Total Fees
|
2,485,650
|
|
100
|
|
2,758,090
|
|
100
|
|
(1)
|
Audit fees consist of fees for the audit of our annual financial statements, review of the interim financial statements included in our quarterly reports on Form 10-Q, statutory audits and related filings in various foreign locations and audit procedures related to acquisition activity during fiscal years 2019 and 2018. Fiscal year 2019 and 2018 audit fees included fees for services incurred in connection with rendering an opinion under Section 404 of the Sarbanes-Oxley Act.
|
(2)
|
Tax fees consist of fees for tax compliance, tax advice, and tax planning services. Tax compliance services, which primarily relate to the review of our U.S. tax returns and certain trade and customs forms, accounted for $160,000 and $230,000 of the total tax fees for fiscal years 2019 and 2018, respectively.
|
(3)
|
All other fees for fiscal year 2018 relate to fees incurred for conflict mineral reporting compliance and licenses to accounting and research software.
|
1.
|
Index to Financial Statements
|
Page number of the Original Filing
|
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
Page 33
|
|
Consolidated Statements of Operations for the three years ended September 27, 2019
|
Page 35
|
|
Consolidated Balance Sheets at September 27, 2019, and September 28, 2018
|
Page 37
|
|
Consolidated Statements of Comprehensive Income for the three years ended September 27, 2019
|
Page 38
|
|
Consolidated Statements of Cash Flows for the three years ended September 27, 2019
|
Page 38
|
|
Consolidated Statements of Stockholders’ Equity for the three years ended September 27, 2019
|
Page 39
|
|
Notes to Consolidated Financial Statements
|
Pages 40 through 57
|
|
|
|
2.
|
The schedule listed below is filed as part of this Annual Report on Form 10-K:
|
|
|
All required schedule information is included in the Notes to Consolidated Financial Statements or is omitted because it is either not required or not applicable.
|
|
3.
|
The Exhibits listed in the Exhibit Index immediately following Item 16 are filed as a part of this Annual Report on Form 10-K.
|
|
Exhibit
Number
|
Exhibit Description
|
Form
|
Incorporated by Reference
|
Filed Herewith
|
||
File No.
|
Exhibit
|
Filing Date
|
||||
2.1
|
10-K
|
001-05560
|
2.3
|
11/15/2018
|
|
|
3.1
|
10-Q
|
001-05560
|
3.1
|
8/3/2016
|
|
|
3.2
|
10-Q
|
001-05560
|
3.1
|
2/5/2018
|
|
|
4.1
|
|
S-3
|
333-92394
|
4
|
7/15/2002
|
|
4.2
|
10-K
|
001-05560
|
4.2
|
11/14/2019
|
|
|
10.1*
|
10-Q
|
001-05560
|
10.D
|
1/31/2013
|
|
|
10.2*
|
10-Q
|
001-05560
|
10.E
|
1/31/2013
|
|
|
10.3*
|
8-K
|
001-05560
|
10.1
|
5/13/2013
|
|
|
10.4*
|
10-Q
|
001-05560
|
10.B
|
1/31/2013
|
|
|
10.5*
|
10-Q
|
001-05560
|
10.1
|
5/4/2018
|
|
|
10.6*
|
10-Q
|
001-05560
|
10.OO
|
5/7/2008
|
|
|
10.7*
|
10-Q
|
001-05560
|
10.2
|
5/4/2016
|
|
|
10.8*
|
10-Q
|
001-05560
|
10.1
|
8/7/2019
|
|
|
10.9*
|
10-Q
|
001-05560
|
10.2
|
8/5/2015
|
|
|
10.10*
|
10-Q
|
001-05560
|
10.3
|
8/5/2015
|
|
|
10.11*
|
10-Q
|
001-05560
|
10.4
|
8/5/2015
|
|
|
10.12*
|
10-Q
|
001-05560
|
10.1
|
2/6/2019
|
|
|
10.13*
|
10-Q
|
001-05560
|
10.1
|
7/20/2018
|
|
|
10.14*
|
10-Q
|
001-05560
|
10.1
|
8/3/2016
|
|
|
10.15*
|
10-Q
|
001-05560
|
10.2
|
8/3/2016
|
|
|
10.16*
|
10-K
|
001-05560
|
10.31
|
11/24/2015
|
|
10.17*
|
10-K
|
001-05560
|
10.32
|
11/22/2016
|
|
|
10.18*
|
10-Q
|
001-05560
|
10.2
|
2/7/2017
|
|
|
10.19*
|
|
10-K
|
001-05560
|
10.27
|
11/13/2017
|
|
10.20*
|
10-K
|
001-05560
|
10.28
|
11/13/2017
|
|
|
21
|
10-K
|
001-05560
|
21
|
11/14/2019
|
|
|
23.1
|
10-K
|
001-05560
|
23.1
|
11/14/2019
|
|
|
31.1
|
10-K
|
001-05560
|
31.1
|
11/14/2019
|
|
|
31.2
|
10-K
|
001-05560
|
31.2
|
11/14/2019
|
|
|
31.3
|
|
|
|
|
X
|
|
31.4
|
|
|
|
|
X
|
|
32.1
|
10-K
|
001-05560
|
32.1
|
11/14/2019
|
|
|
32.2
|
10-K
|
001-05560
|
32.2
|
11/14/2019
|
|
|
101.INS
|
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
|
|
|
|
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document
|
|
|
|
|
X
|
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
X
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
X
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
X
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
X
|
104
|
Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)
|
|
|
|
|
|
|
|
|
|
|
|
SKYWORKS SOLUTIONS, INC.
|
|
|
|
Registrant
|
|
|
|
|
|
Date:
|
January 27, 2020
|
By:
|
/s/ Liam K. Griffin
|
|
|
|
Liam K. Griffin
|
|
|
|
President and Chief Executive Officer
|
|
|
|
Director
|
1 Year Skyworks Solutions Chart |
1 Month Skyworks Solutions Chart |
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