ON Semiconductor

On February 12, 2021, the Compensation Committee (the “ Committee ”) of the Board of Directors of ON Semiconductor Corporation (the “ Corporation ”) amended the Corporation’s forms of long-term incentive award agreements under the ON Semiconductor Corporation 2010 Amended and Restated Stock Incentive Plan, as amended (the “ Plan ”), for the applicable executive officers of the Corporation (the “ Executive Officers ”). Under the 2021 form of Restricted Stock Units Award Agreement issued to the Executive Officers pursuant to the Plan, restricted stock units will vest pro rata over three years from the date of grant, subject to certain service-based requirements.

On January 22, 2021, Bernard Gutmann informed the President and Chief Executive Officer of ON Semiconductor Corporation (the “ Corporation ”) that he intends to retire as Executive Vice President, Chief Financial Officer and Treasurer of the Corporation and Semiconductor Components Industries, LLC, a wholly-owned subsidiary of the Corporation (“ SCILLC ”), effective as of February 16, 2021 immediately following the filing by the Corporation of its Annual Report on Form 10-K with the Securities and Exchange Commission. Mr. Gutmann has served the Corporation for over twenty years, including as the Corporation’s and SCILLC’s Chief Financial Officer since September 2012. In connection with Mr.

On January 11, 2021, William A. Schromm informed the President and Chief Executive Officer of ON Semiconductor Corporation (the “ Corporation ”) that he intends to retire as Executive Vice President and Chief Operating Officer of the Corporation, effective as of April 11, 2021. Mr. Schromm has served the Corporation for over twenty years, including as the Corporation’s Chief Operating Officer since 2014. 2

Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers On December 16, 2020, the Board of Directors (the “ Board ”) of ON Semiconductor Corporation (the “ Corporation ”) increased the size of the Board from nine directors to 11 directors and appointed each of Bruce E. Kiddoo and Gregory L. Waters to serve as a director of the Board to fill the vacancies created by the increase in the number of directors, in each case effective as of December 17, 2020. Each of Messrs. Kiddoo and Waters will continue to serve as a director until the earlier of the 2021 annual meeting of stockholders of the Corporation (the “ Annual Meeting ”) or until his successor is duly elected and qualified, or until his earlier death, resignation, or removal. The continued service of Messrs.

On December 3, 2020, the Board of Directors (the “ Board ”) of ON Semiconductor Corporation (the “ Corporation ”) approved the appointment of Hassane El-Khoury as President and Chief Executive Officer of the Corporation and Semiconductor Components Industries LLC, a wholly-owned subsidiary of the Corporation (“ SCILLC ”), and as a member of the Board, in each case, effective upon Mr. El-Khoury’s execution of an employment agreement with SCILLC on December 7, 2020. Effective as of Mr. El-Khoury’s appointment as the Corporation’s President and Chief Executive Officer, Keith D. Jackson resigned from his position as a member of the Board and retired from his positions as President and Chief Executive Officer of the Corporation and SCILLC. As previously disclosed by the Corporation, Mr.

Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers On October 3, 2020, the Board of Directors (the “ Board ”) of ON Semiconductor Corporation (the “ Company ”) elected Thomas L. Deitrich to serve as a director of the Board (“ Director ”), effective October 5, 2020. Mr. Deitrich’s election to the Board was reported under

Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers On October 26, 2020, the Board of Directors (the “ Board ”) of ON Semiconductor Corporation (the “ Corporation ”) elected Susan K. Carter to serve as a director of the Board (“ Director ”) and appointed her to the Audit Committee of the Board, in each case, effective as of October 28, 2020. Ms. Carter’s term as a Director will continue until the earlier of the 2021 annual meeting of stockholders of the Corporation (the “ Annual Meeting ”) or until her successor is duly elected and qualified, or until her earlier death, resignation, or removal. Ms. Carter’s continued service on the Board will be voted on by the Corporation’s stockholders at the Annual Meeting. In connection with her election to the Board, Ms.

Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers On October 3, 2020, the Board of Directors (the “ Board ”) of ON Semiconductor Corporation (the “ Corporation ”) elected Thomas L. Deitrich to serve as a director of the Board (“ Director ”) effective October 5, 2020. Mr. Deitrich’s term as a Director will continue until the earlier of the 2021 annual meeting of stockholders of the Corporation (the “ Annual Meeting ”) or until his successor is duly elected and qualified, or until his earlier death, resignation, or removal. Mr. Deitrich’s continued service on the Board will be voted on by the Corporation’s stockholders at the Annual Meeting. The Board has not yet determined committee appointments for Mr. Deitrich. In connection with his election to the Board, Mr.

On September 24, 2020, the Compensation Committee (the “ Committee ”) of the Board of Directors of ON Semiconductor Corporation (the “ Company ”) approved interim base salary increases and retention equity awards for certain executive officers of the Company, including Simon Keeton, Executive Vice President and General Manager, Power Solutions Group, to better align compensation for those executives with market levels. With respect to Mr. Keeton, the Committee approved an increase in his annual base salary from $397,000 to $450,000, effective as of October 2, 2020, and a one-time grant (the “ Equity Award ”) of restricted stock units (“ RSUs ”) having an aggregate value on the grant date of $200,000 and with annual vesting in one-third increments on each anniversary of the grant date, subject to Mr. Keeton’s continued service with the Company.

On August 31, 2020, Keith D. Jackson informed the Board of Directors of ON Semiconductor Corporation (the “Company”) that he intends to retire as the President and Chief Executive Officer of the Company effective as of immediately following the Company’s annual meeting of stockholders to be held in May 2021 (the “2021 Annual Meeting”). The Board of Directors intends to initiate a process to identify Mr. Jackson’s successor, including by reviewing qualified internal and external candidates, and intends to engage an executive search firm to support the search. To ensure an orderly transition, Mr. Jackson will continue to remain in his current roles until his retirement and will assist the Board of Directors in its search for his successor. In addition, Mr.

On May 21, 2020, ON Semiconductor Corporation (the “ Company ”) announced the appointment of Bernard R. Colpitts, Jr., age 45, as Vice President, Finance of Semiconductor Components Industries, LLC (“ SCILLC ”), a wholly-owned subsidiary of the Company, and the Chief Accounting Officer of SCILLC and the Company, in each case, effective as of May 18, 2020. In connection with Mr. Colpitts’ appointment, the Board of Directors of the Company (the “ Board ”) also designated him as the Principal Accounting Officer of the Company. Prior to his appointment, Mr. Colpitts, who is a Certified Public Accountant, served as Senior Vice President and Chief Accounting Officer for GameStop Corp., an American video game, consumer electronics, and gaming merchandise retailer (“ GameStop ”), from October 2019 until April 2020. Prior to his position with GameStop, Mr.

(e) 2020 Long-Term Incentive Program for Certain Executive Officers On February 13, 2020, the Compensation Committee (the “Committee”) of the Board of Directors of ON Semiconductor Corporation (the “Corporation”) amended the Corporation’s form of Performance-Based Restricted Stock Units Award Agreement for Senior Vice Presidents and Above (Upside) (the “Upside Award Agreement”) applicable to upside performance-based restricted stock units (“Upside PBRSUs”) issued to the Corporation’s named executive officers (the “Named Executive Officers”) pursuant to the Corporation’s Amended and Restated Stock Incentive Plan, as amended from time to time.

Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers On February 5, 2020, Curtis J. Crawford, Ph.D., a member of the Board of Directors (the “Board”) of ON Semiconductor Corporation (the “Company”), informed the Board that he will not stand for re-election to the Board upon the expiration of his current term at the Company’s 2020 annual meeting of stockholders (the “Annual Meeting”). Dr. Crawford and the Company have no disagreements, including with respect to any accounting-related policy or matter. Dr. Crawford will continue to serve on the Board until the Annual Meeting.

Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers On October 14, 2019, Bernard R. Colpitts, Jr., the Chief Accounting Officer and Vice President of Finance and Treasury of ON Semiconductor Corporation (the “Company”), informed the Board of Directors of the Company (the “Board”) that he will resign effective October 25, 2019 (the “Effective Date”) in order to pursue other opportunities. The Board is actively seeking a qualified replacement. Mr. Colpitts and the Company have no disagreements, including with respect to any accounting-related policy or matter.

(e) 2019 Cash Bonus Program for Certain Executive Officers — On February 14, 2019, 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 2019 cash incentive program (the “Bonus Program”).

Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers (d) On September 26, 2018, the Board elected Christine Yan to serve as a director of the Board, effective October 1, 2018. Ms. Yan’s election to the Board was reported under

Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers (b) The Company today announced that William M. Hall, Executive Vice President and General Manager, Power Solutions Group, has notified the Company of his intention to retire in March 2019. Simon Keeton, currently Senior Vice President and General Manager, MOSFET Division, Power Solutions Group, will succeed Mr. Hall as leader of the Power Solutions Group on January 1, 2019. Mr. Hall will continue his service to the Company as Executive Vice President, reporting to Keith Jackson, Chief Executive Officer, through March 2019.

Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers (b) ON Semiconductor Corporation (the “Company”) today announced that William M. Hall, Executive Vice President and General Manager, Power Solutions Group, has notified the Company of his intention to retire in March 2019. Simon Keeton, currently Senior Vice President and General Manager, MOSFET Division, Power Solutions Group, will succeed Mr. Hall as leader of the Power Solutions Group on January 1, 2018. Mr. Hall will continue his service to the Company as Executive Vice President, reporting to Keith Jackson, Chief Executive Officer, through March 2019.

Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers (d) On September 26, 2018, the Board of Directors (the “Board”) of ON Semiconductor Corporation (the “Corporation”) elected Christine Yan to serve as a director of the Board (“Director”) effective October 1, 2018. Ms. Yan’s term as a Director will continue until the earlier of the 2019 annual meeting of the Corporation’s stockholders, the date her successor is duly elected and qualified, or the date of her death, resignation, or removal. Ms. Yan’s continued service on the Board will be voted on by the Corporation’s stockholders at the 2019 annual meeting of stockholders. The Board has not yet determined committee appointments for Ms. Yan. In connection with her election to the Board, Ms.

(e) 2018 Cash Bonus Program for Certain Executive Officers — On February 14, 2018, 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 2018 cash incentive program (the “Bonus Program”).

(e) Second Half of 2017 Cash Bonus Program for Certain Executive Officers — On August 3, 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. Keith D.

(e) Compensatory Arrangements of Certain Officers Amended and Restated Employment Agreement with Mr. Jackson : Effective June 1, 2017, Mr. Keith D. Jackson, Chief Executive Officer and President of ON Semiconductor Corporation (the “Corporation”), and the Corporation entered into an amended and restated employment agreement relating to Mr. Jackson’s employment with the Corporation (the “Jackson Agreement”), which agreement had been previously approved by the Board of Directors of the Corporation (the “Board”) and its Compensation Committee. The Jackson Agreement generally consolidates all prior amendments to the employment agreement between the Corporation and Mr. Jackson, removes certain historical provisions that are no longer applicable, adds certain government agency exceptions to the confidentiality provisions contained therein, and incorporates certain other clarifying changes.

(c) Bernard R. Colpitts, Jr. - New Principal Accounting Officer : Effective February 24, 2017, Bernard R. Colpitts, Jr., Vice President of Finance and Treasury and Corporate Controller of Semiconductor Components Industries, LLC (“SCI LLC”), a wholly-owned subsidiary of ON Semiconductor Corporation (the “Corporation”), was appointed Chief Accounting Officer of SCI LLC and designated the Principal Accounting Officer of the Corporation. Mr. Colpitts, age 42, continues to serve as Vice President of Finance and Treasury and Corporate Controller of SCI LLC, positions he has held since June 2013. From August 2011 to May 2013, Mr. Colpitts served as Senior Director, Controller of SCI LLC, and he held various positions with SCI LLC related to accounting, finance, and financial reporting from 2000 to 2006. Prior to re-joining the Corporation in August 2011, Mr.

(e) First Half of 2017 Cash Bonus Program for Certain Executive Officers — On February 14, 2017, the Compensation Committee (“Committee”) of the Board of Directors of ON Semiconductor Corporation (“Corporation”) determined specific parameters for the bonus plan under the Corporation’s semi-annual cash incentive program for the first half of 2017 (“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 (“Organizational Performance Metric”), except that the Organizational Performance Metric for Mr. Keith D. Jackson, President and Chief Executive Officer of the Corporation, and Mr.

(a) On November 17, 2016, J. Daniel McCranie, the Chairman of the Board of Directors of ON Semiconductor Corporation (the “Company”), informed the Company of his decision not to stand for re-election to the Company’s Board of Directors at the Company’s 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”). Mr. McCranie will continue to serve as Chairman of the Board of Directors, Chairman of the Executive Committee of the Board of Directors, a member of the Corporate Governance and Nominating Committee and a member of the Science and Technology Committee until the election of directors at the 2017 Annual Meeting. Mr. McCranie’s decision not to stand for re-election was not the result of any disagreement with the Company. The Board of Directors is actively engaged in the process of determining which director will succeed Mr. McCranie as Chairman of the Board of Directors.

(e) Second Half of 2016 Cash Bonus Program for Certain Executive Officers — On August 3, 2016, the Compensation Committee (“Committee”) of the Board of Directors of ON Semiconductor Corporation (“Corporation”) determined specific bonus plan parameters for the Corporation’s semi-annual cash incentive program for the second half of 2016. Cash bonuses under the Bonus Program will be paid if the Corporation achieves a certain minimum non-GAAP earnings per share (the “Minimum Non-GAAP EPS”). Under the Bonus Program, the bonus is capped at 200% attainment and the bonus pool is capped at 11% of non-GAAP net income.

(e) First Half of 2016 Cash Bonus Program for Certain Executive Officers — On February 3, 2016, the Compensation Committee (“Committee”) of the Board of Directors of ON Semiconductor Corporation (“Corporation”) determined specific bonus plan parameters for the Corporation’s semi-annual cash incentive program for the first half of 2016. Cash bonuses under the Bonus Program will be paid if the Corporation achieves a certain minimum non-GAAP earnings per share (the “Minimum Non-GAAP EPS”). Under the Bonus Program, the bonus pool is capped at 11% of non-GAAP net income.