on-20260401

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

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Filed by a Party other than the Registrant ☐

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☒						Definitive Proxy Statement

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ON Semiconductor Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

DATE

Thursday,

May 14, 2026

TIME

8:00 a.m.

Local Time

LOCATION

Principal Executive Offices at

5701 North Pima Road

Scottsdale, Arizona 85250

RECORD DATE

March 17, 2026



		Board Recommendation	Page Reference
1	To elect seven directors nominated by our Board of Directors	FOR each director nominee	4
2	To vote on an advisory (non-binding) resolution to approve the compensation of our named executive officers	FOR	24
3	To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2026	FOR	52
4	To vote on a stockholder proposal, if properly presented at the annual meeting	NO RECOMMENDATION	58

Stockholders will also consider such other business as may properly come before the ON Semiconductor Corporation (the Company) 2026 Annual Meeting of Stockholders (including any adjournment or postponement thereof, the annual meeting). Only stockholders of record as of the close of business on March 17, 2026 (the record date) are entitled to notice of, and to vote at, the annual meeting.

Your vote is very important to us. As in prior years, most stockholders will receive a notice with information on how to access our proxy materials and vote online. You may vote online or by phone as described in your proxy card or voting instruction form. If you receive a paper copy of our proxy materials, you may also vote by returning the proxy card or voting instruction form included in those materials. Shares cannot be voted by marking, writing on and returning the notice. Even if you plan to attend the annual meeting in person, we encourage you to vote your shares in advance by any of the below methods to ensure that your vote will be represented.

Proxy Voting

ONLINE

Go to www.proxyvote.com

PHONE

Call toll-free 1-800-690-6903

within the U.S., U.S. territories and Canada

MAIL

Sign, date, detach and return a proxy card in the postage-paid

envelope provided

We recommend that you review further information on the process for, and deadlines applicable to, voting, attending the annual meeting and appointing a proxy under “Questions and Answers About the Proxy Materials, Annual Meeting and Voting” beginning on page 59 of the proxy statement.

By Order of the Board of Directors,

Hassane El-Khoury

President and Chief Executive Officer

April 2, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE STOCKHOLDER MEETING TO BE HELD ON MAY 14, 2026.

Our proxy statement for the 2026 Annual Meeting of Stockholders and our annual report

to stockholders for the fiscal year ended December 31, 2025 are available at

www.onsemi.com/annualdocs.

ON SEMICONDUCTOR CORPORATION

Proxy Statement

TABLE OF CONTENTS


PROXY STATEMENT SUMMARY			1
202 6 Annual Meeting of Stockholders			1
Matters to be Voted On			1
202 5 Performance Highlights			1
Proxy Voting Roadmap			2
THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			4
Proposal No. 1: Election of Directors			4
Our Director Nominees			5
Overview of our Corporate Governance Practices			10
Board Composition and Director Qualifications			12
Board Independence and Related Party Transactions			13
Board and Committee Meetings and Attendance			14
Committees of the Board			14
Annual Board and Committee Self-Evaluations			17
Role of the Board in Risk Oversight			18
Ethics and Compliance Program			18
Corporate Responsibilities			19
202 5 Compensation of Directors			21
COMPENSATION OF EXECUTIVE OFFICERS			24
Proposal No. 2: Advisory Vote to Approve the Compensation of Our Named Executive Officers (Say-on-Pay)			24
Compensation Discussion and Analysis			25
Compensation Committee Report			42
Summary Compensation Table			42
Grants of Plan-Based Awards in 202 5			43
Other Material Factors — Summary Compensation Table and Grants of Plan-Based Awards in 202 5 Table			43
Outstanding Equity Awards at Fiscal Year-End 2025			44
202 5 Stock Vested			45
Employment Agreements			46
Potential Payments upon Termination of Employment or Change in Control			47
onsemi 202 5 Pay Ratio Disclosure			48
202 5 Pay versus Performance			49


AUDIT COMMITTEE MATTERS			52
Proposal No. 3: Ratification of Selection of Independent Registered Public Accounting Firm			52
Audit Committee Report			53
Independent Registered Public Accounting Firm			54
STOCK OWNERSHIP			55
Principal Stockholders			55
Share Ownership of Directors and Executive Officers			56
Insider Trading Policy			56
Hedging and Pledging Restrictions			56
Director and Officer Stock Ownership and Retention Guidelines			57
Equity Compensation Plan Information			58
STOCKHOLDER PROPOSAL			58
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS, ANNUAL MEETING AND VOTING			59
MISCELLANEOUS INFORMATION			63
Annual Report/Form 10-K			63
Stockholders Sharing the Same Address			63
Stockholder Communications with the Board of Directors			63
Stockholder Nominations and Proposals (Non-Proxy Access)			64
Proxy Access Nominations			64
APPENDIX — Reconciliation of Non-GAAP Financial Information			65

onsemi 2026 Proxy Statement i

CAUTIONARY STATEMENT

This proxy statement includes “forward-looking statements,” as that term is defined in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Exchange Act. All statements, other than statements of historical facts, included or referenced in this proxy statement could be deemed forward-looking statements, particularly statements about our plans, strategies and prospects. Forward-looking statements are often characterized by the use of words such as “believes,” “estimates,” “expects,” “projects,” “may,” “will,” “intends,” “plans,” “anticipates,” “should,” “commitments” or similar expressions, or by discussions of strategy, plans or intentions. All forward-looking statements in this proxy statement are made based on our current expectations, forecasts, estimates and assumptions and involve risks, uncertainties and other factors that could cause results or events to differ materially from those expressed in the forward-looking statements.

Factors that could cause our actual results to differ materially from those anticipated in forward-looking statements include, but are not limited to, those described in more detail under the heading “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 9, 2026 (Form 10-K). Many of the assumptions the forward-looking statements are based upon are likely to change after the date the forward-looking statements are made. Further, we may make changes to our business plans that could affect our results. Readers are cautioned not to place undue reliance on forward-looking statements. We assume no obligation to update such information, which speaks only as of the date made, except as may be required by law. This proxy statement also contains non-GAAP financial measures. Please refer to the Appendix to this proxy statement for our calculation and reconciliation of certain non-GAAP financial measures and for information regarding certain limitations and considerations regarding the use of non-GAAP financial measures. Website links and other reports referenced in this proxy statement are for convenience only. Information contained in or accessible through such website links and other reports is not incorporated herein and does not constitute a part of this proxy statement.

GLOSSARY OF COMMON TERMS


Abbreviated Term			Defined Term
AI			Artificial Intelligence
AMG			Analog and Mixed-Signal Group
Board			Board of Directors of ON Semiconductor Corporation
CD&A			Compensation Discussion and Analysis section of this proxy statement
Company, onsemi, we or us			ON Semiconductor Corporation
Exchange Act			Securities Exchange Act of 1934, as amended
ESPP			ON Semiconductor Corporation 2000 Employee Stock Purchase Plan, as amended
FASB ASC			Accounting Standards Codification of the Financial Accounting Standards Board
FW Cook			Frederic W. Cook & Co., Inc., independent compensation consultant to our HCC Committee
GAAP			U.S. generally accepted accounting principles
GaN			Gallium nitride
GS Committee			Governance and Sustainability Committee of the Board
HCC Committee			Human Capital and Compensation Committee of the Board
ISG			Intelligent Sensing Group
LTI			Long-term incentive
Nasdaq			The Nasdaq Stock Market LLC
PCAOB			Public Company Accounting Oversight Board
PSG			Power Solutions Group
PwC			PricewaterhouseCoopers LLP, our independent registered public accounting firm
SCT			Summary Compensation Table
SEC			Securities and Exchange Commission
SIP			ON Semiconductor Corporation Amended and Restated Stock Incentive Plan
SiC			Silicon carbide
STI			Short-term incentive

ii onsemi 2026 Proxy Statement

PROXY STATEMENT SUMMARY

Your proxy is being solicited on behalf of the Board of Directors of onsemi. This summary highlights selected information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. For more information regarding our 2025 performance, please review our 2025 annual report to stockholders, which is being made available to stockholders together with these proxy materials on or about April 2, 2026.

2026 Annual Meeting of Stockholders

Date and Time: Thursday, May 14, 2026, at 8:00 a.m., local time

Location: 5701 North Pima Road, Scottsdale, Arizona 85250

Record Date: March 17, 2026

Matters to be Voted On


Items of Business
		Board Recommendation	Page
1	To elect seven directors nominated by our Board of Directors	FOR each director nominee	4
2	To vote on an advisory (non-binding) resolution to approve the compensation of our named executive officers	FOR	24
3	To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2026	FOR	52
4	To vote on a stockholder proposal, if properly presented at the annual meeting	NO RECOMMENDATION	58
	To transact such other business as may properly come before the annual meeting

2025 Performance Highlights

onsemi (Nasdaq: ON) delivers intelligent power and sensing technologies that enable electrification, energy efficiency, safety, and automation across automotive, industrial, and AI data center end‑markets. With a highly differentiated and innovative product portfolio, onsemi helps customers solve complex challenges to achieve higher efficiency, improved performance, and lower system cost, while supporting a safer, cleaner, and more energy‑efficient world.

Key highlights for onsemi in fiscal year 2025 include:

Financial

■ Revenue of $6.0 billion, with PSG, AMG and ISG generating 47%, 38% and 15% of revenue, respectively

■ Automotive and industrial end-markets represent almost 80% of total revenue

■ Aerospace, defense and security revenue grew 70% year-over-year

■ Generated $1.8 billion of cash from operations and $1.4 billion of free cash flow* and achieved record high free cash flow margin of 24% while returning 100% of annual free cash flow to stockholders through share repurchases

■ GAAP operating income of $84.2 million and non-GAAP operating income of $1.1 billion*

■ GAAP gross margin of 33.1% and non-GAAP gross margin of 38.4%*

■ GAAP diluted EPS of $0.29 and non-GAAP diluted EPS of $2.35*

Strategic

■ Treo platform delivered strong growth, doubling number of products year-over-year

■ Introduced vertical GaN (vGaN) technology — first to scale vGaN; began sampling to early-access customers

■ Completed acquisition of SiC Junction Field-Effect Transistor business and gained traction in AI data center

■ Announced partnerships with Schaeffler (EliteSiC-based plug-in hybrid electric vehicle platform) and Nvidia (800 VDC power solutions), as well as collaborations with Innoscience (vGaN power devices) and GlobalFoundries (GaN power devices)

* Reconciliations of GAAP to non-GAAP measures included in the proxy statement are located in the Appendix.

onsemi 2026 Proxy Statement 1

Proxy Statement Summary

Proxy Voting Roadmap

PROPOSAL NO. 1:

Our Board recommends

a vote FOR each of our

seven director nominees.

Election of Directors

(page 4)

Director Nominees Overview

Committee Memberships*

Name and Principal Occupation

Age

Director Since

Independent

Audit Committee

Governance and Sustainability Committee

Human Capital and Compensation Committee

Susan K. Carter

Former Senior Vice President and Chief Financial Officer, Ingersoll Rand plc (now known as Trane Technologies plc)

2020

Thomas L. Deitrich

President, Chief Executive Officer and Director, Itron, Inc.

2020

Hassane El-Khoury

President, Chief Executive Officer and Director, ON Semiconductor Corporation

2020

Bruce E. Kiddoo

Former Chief Financial Officer, Maxim Integrated Products, Inc.

2020

Paul A. Mascarenas

Former Chief Technical Officer and Vice President of Research & Advanced Engineering, Ford Motor Company

2014

Gregory L. Waters

Former President, Chief Executive Officer and Director, Integrated Device Technology, Inc.

2020

Christine Y. Yan

Former President of Asia,

Stanley Black & Decker, Inc.

2018

l Member µ Committee Chair

* Our Chair of the Board, Alan Campbell, who is retiring immediately prior to the annual meeting, currently serves as a member of our Audit Committee and our Governance and Sustainability Committee. For committee membership and leadership assignments approved to take effect immediately following the annual meeting, please see page 14.

2 onsemi 2026 Proxy Statement

Proxy Statement Summary

PROPOSAL NO. 2:

Our Board recommends

a vote FOR say-on-pay.

Advisory Vote to Approve the Compensation of
Our Named Executive Officers (Say-on-Pay)

(page 24)

Our Board recommends that stockholders vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement.

PROPOSAL NO. 3:

Our Board recommends

a vote FOR ratification of PwC as our auditor for 2026.

Ratification of Selection of Independent Registered Public Accounting Firm

(page 52)

The Audit Committee appointed PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for 2026. The Audit Committee and the Board believe that the continued retention of PwC as our independent registered public accounting firm is in the best interests of onsemi and our stockholders.

PROPOSAL NO. 4:

Our Board makes

NO RECOMMENDATION regarding the stockholder proposal.

Stockholder Proposal

(page 58)

We received a stockholder proposal requesting that the Board take steps to provide for simple majority voting on all matters submitted to stockholders for a vote. The Board has determined not to make a voting recommendation with respect to this stockholder proposal.

onsemi 2026 Proxy Statement 3

THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Proposal No. 1: Election of Directors

Our Board recommends a vote “FOR” each of the seven director nominees named below.

Our directors are elected annually as provided in our bylaws. Once elected, directors hold office until their terms expire at the next annual meeting of stockholders and their successors are elected (or, if earlier, upon the director’s death, resignation or removal).

The Board regularly assesses its size and composition and the skill sets of each director to ensure an appropriate range of diverse perspectives, viewpoints, backgrounds and skills in light of our current and future business objectives and the evolving nature of our product offerings and technology in the highly competitive semiconductor industry.

Our Board currently consists of eight directors, each of whom was elected at our 2025 annual meeting of stockholders with the term of each director expiring at the annual meeting. On November 4, 2025, Alan Campbell provided notice to us of his intent to retire from the Board and its committees effective at the end of his current term, which expires immediately prior to the annual meeting. Considering Mr. Campbell’s retirement from the Board and the cohesion and diverse mix of viewpoints among the current Board members, our Board, upon recommendation of the GS Committee, has decided to decrease the size of the Board from eight directors to seven directors, effective as of the annual meeting, renominating each of the other current directors — Messrs. Deitrich, El-Khoury, Kiddoo, Mascarenas and Waters, Ms. Carter and Ms. Yan — for election to a new term. If elected, each of these seven director nominees will serve a term beginning at the annual meeting and expiring at our 2027 annual meeting of stockholders and until the election of his or her successor.

Each nominee has consented to being named as a nominee in this proxy statement and to serve as a director if elected. The designated proxies intend to vote your proxy for the election of each such nominee, unless otherwise directed. If, contrary to our expectations, any nominee is unable to serve or for good cause will not serve, your proxy will be voted for a substitute nominee designated by the Board, or the Board may choose to reduce its size.

4 onsemi 2026 Proxy Statement


			The Board of Directors and Corporate Governance

Our Director Nominees

Information about our Director Nominees

Set forth below is biographical information about each director nominee, which is intended to highlight each nominee’s particular strengths. An individual director nominee may have other skills, experiences and qualifications not highlighted. Our Board believes that it is important that the following skills, experience and qualifications are represented on our Board because of their particular relevance to our business. In addition to the specific qualifications described below, we believe that each director nominee has the business acumen and sound judgment required for the proper functioning of our Board and the integrity, honesty and adherence to high ethical standards necessary to set the “tone at the top.” Most of our directors also have significant experience on other public company boards, which we believe broadens their knowledge of board processes, issues and solutions.

Key to
Relevant Skills and Qualifications

Semiconductor /Technology

Public Company Management

International

Manufacturing

Finance

Compliance

Enterprise Risk Management
(ERM)

Mergers and Acquisitions

Government Relations

Environmental, Social and Governance (ESG)

Sustainability/Climate

Information
Security

Marketing

onsemi 2026 Proxy Statement 5


The Board of Directors and Corporate Governance

SUSAN K. CARTER

Age 67

Director since 2020

Other Public Company Boards:

•Amcor plc

•Stanley Black & Decker, Inc.

Career Highlights

■ Ingersoll Rand plc (now known as Trane Technologies plc), 2013 – 2020

— Senior Vice President and Chief Financial Officer

■ KBR, Inc., 2009 – 2013

— Executive Vice President and Chief Financial Officer

■ Lennox International, Inc., 2004 – 2009

— Executive Vice President and Chief Financial Officer

Other Board Experience

■ Pursuit Aerospace

■ Air Products and Chemicals, Inc., 2011 – 2021

Relevant Skills and Qualifications

■ Experience as chief financial officer of a publicly held industrial company

■ Significant management experience and relevant knowledge of financial statement preparation and regulatory compliance

■ Significant experience in manufacturing, automotive, aerospace, defense and engineering and construction industries

■ Extensive experience in accounting and financial reporting, international business, mergers and acquisitions, investor relations, information technology, finance and capital management, government relations and ESG matters

THOMAS L. DEITRICH

Age 59

Director since 2020

Other Public Company Boards:

•Itron, Inc.

Career Highlights

■ Itron, Inc. (an energy and water resource management technology company), 2015 – Present

— President, Chief Executive Officer and Director, 2019 – Present

— Chief Operating Officer, 2015 – 2019

■ Freescale Semiconductor, Inc. (acquired by NXP Semiconductors N.V.), 2006 – 2015

— Senior Vice President and General Manager

Other Board Experience

■ National Electrical Manufacturers Association

■ Ferric, Inc., 2016 – 2020

Relevant Skills and Qualifications

SEC Form DEF 14A filed by ON Semiconductor Corporation