nxpi-20260417

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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NXP Semiconductors N.V.

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PRELIMINARY PROXY MATERIALS — SUBJECT TO COMPLETION

NOTICE OF AND AGENDA FOR 2026
ANNUAL GENERAL MEETING OF SHAREHOLDERS

[ ], 2026

Dear Shareholders:

I invite you to attend the 2026 Annual General Meeting of Shareholders (the “Annual General Meeting” or “AGM”) of NXP Semiconductors N.V. (“we,” “us,” “our” or the “Company”), which will be held on Wednesday, June 10, 2026 at 8:30 a.m. Central European Time at the Company's headquarters, High Tech Campus 60, Eindhoven, The Netherlands.

At the Annual General Meeting, we will discuss, and the Company’s shareholders will vote on, the following items of business:


Item 1			Adoption of the 2025 Statutory Annual Accounts
Item 2			Discharge of the members of the Company’s Board of Directors (the “Board”) for their responsibilities in the financial year ended December 31, 2025
Item 3			Appointment of ten current directors named in this proxy statement
Item 4			Authorization of the Board to issue ordinary shares of the Company (“ordinary shares”) and grant rights to acquire ordinary shares
Item 5			Authorization of the Board to restrict or exclude pre-emptive rights accruing in connection with an issue of shares or grant of rights
Item 6			Authorization of the Board to repurchase ordinary shares
Item 7			Authorization of the Board to cancel ordinary shares held or to be acquired by the Company
Item 8			Re-appointment of EY Accountants B.V. as the Company's independent auditors for the fiscal year ending December 31, 2026
Item 9			Amended Remuneration of the Non-Executive Directors
Item 10			Non-binding, advisory vote to approve Named Executive Officer compensation
Item 11			Non-binding, advisory vote on the frequency of future shareholder advisory votes on Named Executive Officer compensation

In addition to the above voting items we will have a discussion of the dividend and reservation policy and the implementation of the Company’s long-term strategy, including with respect to sustainable long-term value creation and the Company's corporate governance structure and compliance with the updated Dutch Corporate Governance Code published on March 20, 2025. We will also consider any other business that properly comes before the Annual General Meeting. None of the proposals require the approval of any other proposal to become effective. We intend that this notice of the Annual General Meeting and the accompanying proxy materials will first be made available on our website on or about April 27, 2026. In accordance with Dutch corporate law and our Articles of Association, the record date for determining those shareholders entitled to notice of, and to vote at, the Annual General Meeting has been set at May 13, 2026. We will begin mailing the proxy materials or Notice of Internet Availability of Proxy Materials, as applicable, to our shareholders as soon as reasonably practicable after the record date and expect the mailing to be complete on or about May 20, 2026. If you receive a Notice of Internet Availability but would prefer to receive printed proxy materials, please follow the instructions included in the notice.

At the Annual General Meeting we will also present the consolidated financial statements and independent auditors’ report for the fiscal year ended December 31, 2025. If any other matters properly come before the Annual General Meeting the persons named in the proxy card will vote in their discretion the shares represented by all properly executed proxies.

YOUR VOTE IS VERY IMPORTANT. Please read this proxy statement and the accompanying proxy materials. Whether or not you plan to attend the Annual General Meeting, please submit your proxy card or voting instructions as soon as possible.

By order of the Board of Directors of NXP Semiconductors N.V.,

Jennifer B. Wuamett

Secretary

Eindhoven, The Netherlands

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on June 10, 2026

This proxy statement, the notice, our 2025 Annual Report on Form 10-K and the 2025 Statutory Annual Report are available on proxyvote.com and on our website at http://investors.nxp.com by clicking “Corporate Governance”, then “Annual Meeting”.


We Strongly Encourage You to Sign Up For Electronic Delivery of Proxy Materials Shareholders may request proxy materials be delivered to them electronically by enrolling at www.proxyvote.com. Not only will this result in faster delivery of the documents but also allows our shareholders to join us in our efforts to support a sustainable future and mitigate our impact on the environment.

TABLE OF CONTENTS


GENERAL INFORMATION			1

VOTING PROCEDURES			2
Shareholders of Record			2
Revocability of Proxy			2
General Matters			2

CORPORATE GOVERNANCE			3

SUSTAINABILITY			4
Environment			5
Human Capital Management			6
Social Responsibility			10
Health and Safety			10

ITEM 1: ADOPTION OF THE 2024 STATUTORY ANNUAL ACCOUNTS			11

ITEM 2: DISCHARGE OF THE BOARD OF DIRECTORS FOR THEIR RESPONSIBILITIES IN THE 2024 FINANCIAL YEAR			11

ITEM 3: APPOINTMENT OF DIRECTORS			11
Nominees for Director			13
Nominee Skills and Experience			18
Director Independence			19

HOW OUR BOARD GOVERNS AND IS GOVERNED			19
Rules Governing the Board			19
Board Leadership and Role in Risk Oversight			20
Meetings of NXP’s Board			21
NXP’s Board Committees			21
Audit Committee			22
Human Resources and Compensation Committee			23
Nominating, Governance and Sustainability Committee			23
Setting and Overseeing Strategy			23
Risk Oversight			24
Board Education			26

HOW OUR DIRECTORS ARE SELECTED AND EVALUATED			26
Consideration of Director Nominees			26
Skills and Experience			26
Board Refreshment			27

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			27

ITEM 4: AUTHORIZATION OF THE BOARD TO ISSUE ORDINARY SHARES AND GRANT RIGHTS TO ACQUIRE ORDINARY SHARES			28

ITEM 5: AUTHORIZATION OF THE BOARD TO RESTRICT OR EXCLUDE PRE-EMPTIVE RIGHTS ACCRUING IN CONNECTION WITH AN ISSUE OF SHARES OR GRANT OF RIGHTS			28

ITEM 6: AUTHORIZATION OF THE BOARD TO REPURCHASE ORDINARY SHARES OF THE COMPANY			29

ITEM 7: AUTHORIZATION OF THE BOARD TO CANCEL THE COMPANY’S ORDINARY SHARES HELD OR TO BE ACQUIRED			29



ITEM 8: RE-APPOINTMENT OF EY ACCOUNTANTS B.V. AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026			30

ITEM 9: AMENDED REMUNERATION OF THE NON-EXECUTIVE DIRECTORS			31

ITEM 10: NON-BINDING, ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION			33

EXECUTIVE OFFICERS			34

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			35

EXECUTIVE COMPENSATION			37
Compensation Discussion & Analysis			37
Shareholder Engagement and Results of 202 5 Advisory Vote on Executive Compensation			40
Compensation Philosophy			40
Key Practices in Determining Executive Compensation			41
Key Components of Our Executive Compensation Program			42
Peer Group Analysis and Benchmarking			43
202 5 Compensation Decisions			44






Executive Share Ownership Guidelines			51
Other Practices & Guidelines			51
Employment Arrangements of Named Executive Officers			52
Key Policies and Practices			52
Compensation Practices and Risk			53
Governance			53
Human Resources and Compensation Committee Report			54
Summary Compensation Table			55
Grants of Plan-Based Awards Table			56
Outstanding Equity Awards at Year-End Table			57
Option Exercises and Stock Vested Table			58
Pension Benefits			59
Potential Payments upon Termination or Change of Control			60
CEO Pay Ratio Disclosure			63
Human Resources and Compensation Committee Interlocks and Insider Participation			63
Equity Compensation Plan Information			64
Pay Versus Performance Disclosure			65

ITEM 11: NON-BINDING, ADVISORY VOTE ON THE FREQUENCY OF FUTURE SHAREHOLDER ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION			68

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			68
Related Party Transactions			68

REPORT OF THE AUDIT COMMITTEE			69

DELINQUENT SECTION 16(A) REPORTS			69

THE 2026 ANNUAL GENERAL MEETING			69

OTHER MATTERS			70

APPENDIX A: Reconciliation of Non-GAAP Measures			71
Forward-looking Statements			75

GENERAL INFORMATION

The Board of Directors (the “Board”) of NXP Semiconductors N.V. (“we”, “our”, “us”, “NXP” or the “Company”) is providing these proxy materials to you in connection with the Board’s solicitation of proxies to be voted on at NXP’s Annual General Meeting of Shareholders (the “Annual General Meeting” or the “AGM”) on Wednesday, June 10, 2026. We are requesting your vote on the proposals described in this proxy statement.

NXP will pay the entire cost of soliciting proxies. Our directors, officers and employees, without additional compensation, may solicit proxies or votes in person, by telephone or by electronic communication. We may also reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to beneficial owners of NXP’s ordinary shares, €0.20 par value (the “ordinary shares”).

All shareholders as of the close of business on May 13, 2026 (the “Record Date”) are authorized to attend the Annual General Meeting and all of NXP’s outstanding ordinary shares owned as of the Record Date may be voted. As of April 10, 2026, there were 252,548,632 ordinary shares issued and outstanding and there were no other voting securities outstanding. Persons that wish to attend the AGM must notify the Board of their intention to do so by submitting their name and the number of ordinary shares (beneficially) owned to NXP Semiconductors N.V., High Tech Campus 60, 5656 AG Eindhoven, The Netherlands, Attention: Secretary, or by sending an email with such information to nxp.agm@nxp.com. In order to gain admittance, we must receive this notification no later than June 3, 2026, one week prior to the date of the meeting. All attendees must be prepared to provide a valid proof of identity for admittance, such as a driver’s license or passport. The additional items that attendees must bring depends on whether they are shareholders of record, beneficial owners or proxy holders. Shareholders holding their shares through a broker must bring proof of beneficial ownership as of the Record Date, such as an account statement reflecting their share ownership on or prior to the Record Date, a copy of the voting instruction form provided by their broker or similar evidence of ownership in order to obtain admittance to the Annual General Meeting. No cameras or other recording equipment will be allowed in the meeting room. Failure to provide the requested documents at the door or failure to comply with the procedures for the AGM may prevent shareholders from being admitted.

We encourage you to vote your shares prior to the AGM. We kindly refer to the section titled “Voting Procedures” below for more details on how to exercise your voting rights.

These proxy materials include this proxy statement, the notice and NXP’s 2025 Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the U.S. Securities and Exchange Commission (“SEC”).

The Board recommends that you vote your shares as follows:

•“For” the adoption of the 2025 Statutory Annual Accounts as described in Item 1;

•“For” the discharge of the members of the Board for their responsibilities in the financial year 2025 as described in Item 2;

•“For” the appointment of ten directors listed in Item 3 to the Board;

•“For” the authorization of the Board to issue ordinary shares of the Company and grant rights to acquire ordinary shares as described in Item 4;

•“For” the authorization of the Board to restrict or exclude pre-emption rights accruing in connection with an issue of shares or grant of rights as described in Item 5;

•“For” the authorization of the Board to repurchase ordinary shares as described in Item 6;

•“For” the authorization of the Board to cancel ordinary shares held or to be acquired by the Company as described in Item 7;

•“For” the re-appointment of EY Accountants B.V. as our independent auditors for the fiscal year ending December 31, 2026, as described in Item 8;

•"For" the approval of the amended remuneration of the non-executive members of the Board as described in Item 9;

•“For” the approval, on a non-binding, advisory basis, of the compensation of our Named Executive Officers as described in Item 10;

•"For" the approval on a non-binding, advisory vote on the annual frequency of future shareholder advisory votes on Named Executive Officer compensation in Item 11.

VOTING PROCEDURES

Beneficial Owners

If your shares are held in a stock brokerage account or by a bank, trustee or other nominee, which we refer to as your “broker,” you are considered to be the beneficial owner of these shares, and these proxy materials are being forwarded to you by your broker. As the beneficial owner, you have the right to direct your broker how to vote on your behalf, and you are also invited to attend the Annual General Meeting. Your broker will send you a voting instruction form to direct the broker how to vote your shares. If you are not the shareholder of record, you will need to obtain a legal proxy from your broker giving you the right to vote the shares at the Annual General Meeting. The overwhelming majority of our shareholders are beneficial owners (i.e., hold their shares through a broker rather than directly in their own name). Please refer to the voting instruction form provided by your broker for specific voting procedures.

Shareholders of Record

If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, you are considered to be the shareholder of record with respect to those shares and these proxy materials are being sent to you by us. As the shareholder of record, you have the right to vote your proxy directly to NXP by submitting a written proxy or to vote in person at the Annual General Meeting. To vote by telephone or over the Internet, follow the instructions provided in the Notice of Internet Availability or proxy card. If you request printed copies of the proxy materials by mail, you will receive a proxy card. Please refer to the summary voting instructions and those included on your proxy card or Notice of Internet Availability.

•Internet—You may vote by proxy on the Internet until 4:00 p.m. Eastern Time (10:00 p.m. Central European Time) on June 9 2026. The website for Internet voting is http://www.proxyvote.com. Easy-to-follow prompts allow you to vote your shares and confirm that your instructions have been properly recorded. If you vote on the Internet, you can request electronic delivery of future proxy materials.

•Telephone—You may vote by proxy until 4:00 p.m. Eastern Time (10:00 p.m. Central European Time) on June 9, 2026 by using the toll-free number listed on your proxy card. Easy-to-follow prompts allow you to vote your shares and confirm that your instructions have been properly recorded.

•Mail—Mark, sign and date your proxy card and mail it to the address listed on the card or NXP at High Tech Campus 60, 5656 AG, Eindhoven, The Netherlands, Attention: Secretary. In order for your vote to be counted, we must receive your proxy card no later than two days before the Annual General Meeting.

Revocability of Proxy

If you are a beneficial owner of shares, please refer to the instructions provided by your broker regarding how to change your vote. If you are a shareholder of record, you may revoke a proxy given to a representative of NXP in any of the following ways:

•by sending a written notice of revocation to NXP at High Tech Campus 60, 5656 AG, Eindhoven, The Netherlands; Attention: Secretary, which notice must be received before shares of such shareholder are voted at the Annual General Meeting; or

•by properly submitting a later-dated, new proxy, which must be received before shares of such shareholder are voted at the Annual General Meeting (in which case only the later-dated proxy is counted and the earlier proxy is revoked); or

•by attending the Annual General Meeting and voting in person. Attendance at the Annual General Meeting will not, however, in and of itself, constitute a vote or revocation of a prior proxy.

General Matters

Pursuant to Dutch law, (i) ordinary shares which are represented by “broker non-votes” (i.e. ordinary shares held by brokers which are represented at the Annual General Meeting but which brokers are not empowered to vote on a particular proposal) and (ii) ordinary shares represented at the Annual General Meeting, but which abstain from voting on any matter, are not included in the determination of the ordinary shares voting on such matter, and are only counted for quorum purposes.

If you do not submit specific voting instructions to your broker, your broker will not have the ability to vote your shares in connection with proposals which are considered “non-discretionary” items for which brokerage firms require your voting instructions to vote your shares.

Each share will be entitled to one vote. According to the Company’s Articles of Association, the chair of the Annual General Meeting determines the method of voting, establishes the outcome of the votes taken, determines the existence of a quorum and validity of proxies and ballots, and certifies the results of the voting.

VOTING PROCEDURES

The adoption of resolutions at the Annual General Meeting shall require that at least the majority of the issued and outstanding shares of the Company’s issued share capital is present or represented, excluding shares for which no vote can be cast pursuant to article 29, paragraph 2 of the Company’s Articles of Association. Unless otherwise provided for in this proxy, resolutions can be adopted with a simple majority of votes cast.

Other than the proposals described in this proxy statement and matters incident to the conduct of the Annual General Meeting, we do not expect any matters to be presented for a vote at the Annual General Meeting. However, if you grant a proxy and additional matters are properly presented for a vote at the Annual General Meeting, the persons named as proxy holders, Jennifer B. Wuamett or Timothy Shelhamer, will have the discretion to vote your shares on these additional matters.

We expect to announce preliminary voting results at the Annual General Meeting. Final voting results will be published in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission ("SEC") within four business days of the Annual General Meeting. If the final voting results are not available within four business days after the Annual General Meeting, we will provide the preliminary results in the Current Report on Form 8-K and the final results in an amendment to the Current Report on Form 8-K within four business days after the final voting results are known to us.

CORPORATE GOVERNANCE

Our legal name is NXP Semiconductors N.V. and our commercial name is "NXP" or "NXP Semiconductors." We were incorporated in the Netherlands in 2006 and are a Dutch public company with limited liability (naamloze vennootschap). Our ordinary shares are listed on the Nasdaq Global Select Market (“Nasdaq”).

We are subject to various corporate governance requirements and best practice codes, the most relevant being those in the Netherlands and the United States. On March 20, 2025, the updated Dutch Corporate Governance Code 2025 was published (the “DCGC”), which applies to the financial years starting on or after January 1, 2025 for all Dutch companies listed on a government recognized stock exchange, whether in the Netherlands or elsewhere. The DCGC is based on a “comply or explain” principle. Accordingly, companies are required to disclose in their statutory annual reports filed in the Netherlands whether or not they comply with the various rules of the DCGC and if they do not comply with those provisions, to give the reasons. The DCGC contains principles and best practice provisions for boards, shareholders and general meetings of shareholders, financial reporting, auditors, disclosure, compliance and enforcement standards.

The purpose of NXP is to bring together bright minds to create breakthrough technologies that make the connected world better, safer and more secure. Our strategy is to maximize value for all our key stakeholders, including customers, employees, and shareholders. We aim to deliver sustainable, profitable growth by bringing intelligent systems to the edge in the automotive and industrial & Internet of Things (IoT) end markets. We seek to build long-term strategic relationships with our customers and suppliers, while consistently meeting or exceeding their expectations. We are committed to driving sustainable innovation resulting in a better tomorrow for our customers, team members, communities, and society as a whole.

The Board is committed to maintaining a dialogue with shareholders to ensure that they understand our differentiated strategy and business model and have an opportunity to discuss and engage on a broad range of topics, including our strategy. The Board will review the implementation of our strategy at the AGM.

We conduct our operations in accordance with internationally accepted principles of good governance and best practice, while ensuring compliance with the corporate governance requirements applicable in the countries in which we operate:

•We have a transparent corporate structure, with approval rights of our general meeting of shareholders for any significant change in the identity or nature of our Company or business;

•Each ordinary share confers the right to cast one vote at the general meeting of shareholders;

•Our directors are appointed for one-year terms;

•We do not have a poison pill in place;

•We only have outstanding ordinary shares, and no preference shares are issued, and such shares cannot be issued without majority shareholder approval;

•Our share capital consists only of ordinary shares and preference shares, no priority or other shares with special voting rights are included in our share capital;

•Any issuance of ordinary or preference shares, for any reason, is subject to the approval of the general meeting of shareholders; and

CORPORATE GOVERNANCE

•We allow special meetings of our shareholders to be called upon the written request of shareholders holding at least 10% of our outstanding voting stock.

The Board, as well as the management team and the NXP Ethics Committee, promote openness and engagement through SpeakUp, a confidential reporting system described in more detail below. Furthermore, we maintain a Code of Conduct in order to promote a culture of good governance, excellence and consistency that applies to all of our directors, officers and employees and complies with the requirements of the Sarbanes-Oxley Act of 2002, and the rules thereunder, as well as applicable Nasdaq listing standards. A copy of the Code of Conduct is available on our Investor Relations website at http://investors.nxp.com under the “Corporate Governance” section. We will post any amendments to, or waivers from, our Code of Conduct (to the extent applicable to any director or any of our executive officers) on this website.

The Code of Conduct outlines our general commitment to be a responsible social partner and the way in which we aim to interact with our stakeholders, including shareholders, suppliers, customers, employees and the market. It covers our policy on a wide array of subjects, including corporate gifts, privacy, child labor, International Labor Organization conventions, trade compliance, working hours, sexual harassment, free-market competition, bribery and the integrity of financial reporting.

The Code of Conduct is built around the campaign “Know Right, Do Right” and consists of a framework of a variety of controls, a strict non-retaliation policy, a training program for employees, the SpeakUp telephone line and online site where people can report potential issues in a confidential manner, a confidential investigation process, risk assessments, background checks and audits. Any reports related to the Code of Conduct are brought to the attention of our Ethics Committee to ensure that all reports are properly investigated and addressed. Each quarter the Ethics Committee communicates to the Audit Committee a summary of all reports and investigations.

SUSTAINABILITY

We report our progress on our sustainability initiatives annually in our corporate sustainability report, which includes more details about our commitment to sustainable practices, products that support a sustainable future, and transparency and responsibility in our business and supply chain. Our current and past corporate sustainability reports and climate transition plan are available on our website. The corporate sustainability report, climate transition plan and any other information on our website are expressly not part of this proxy statement. Any targets or goals discussed in our corporate sustainability report and in this proxy statement are aspirational, and as such, no guarantees or promises are made that these goals will be met. In addition, statistics and metrics discussed in this proxy statement and in the corporate sustainability report may be based on assumptions that turn out to be incorrect.

2025 Sustainability Highlights


Conducted our first comprehensive review of our human rights program	Limited assurance for Scope 1 and 2 emissions	Named one of TIME’s Most Sustainable Companies of 2025
93% of team members feel NXP is committed to ethical practices	Recertified our EHS management system to ISO14001 and ISO45001	Presented the Top 10 Enterprise Award by the Global ERG Network
73% of audited suppliers improved their performance	Published our inaugural climate transition plan	Recognized by Clarivate as a Top 100 Global Innovator
Installed PFC-abatement equipment at 4 sites	Elevated cybersecurity risk practices across our supplier network	Helped buildings be more sustainable using our i.MX 8M Plus processor
Exceeded our goals for waste and water recycling	96% of IDL team members completed sustainability training

SUSTAINABILITY

Sustainability Governance

Our sustainability strategy is aligned with and incorporated into the company’s long-term business strategy. The CEO and the NXP Management Team, together with and under the supervision of NXP’s Board of Directors, are responsible for implementing NXP's sustainability strategy, policies and aspirations. Our Board of Directors has ultimate oversight responsibility for sustainability matters. The full Board focuses on significant sustainability matters, with Board Committees undertaking oversight of sustainability issues relevant to their responsibilities.

Sustainability Program oversight is delegated to the Nominating, Governance and Sustainability Committee, which oversees integration of a broad set of sustainability considerations into business functions. Specific aspects of sustainability oversight are delegated to the Audit Committee and Human Resources Compensation Committee for sustainability matters within their core areas of expertise. The Nominating, Governance and Sustainability Committee receives quarterly updates from representatives of the Sustainability Management Board and, in turn, reports on these efforts in meetings of NXP’s Board of Directors.

NXP's Sustainability Management Board, which is composed of Management Team members and other senior leaders, oversees the implementation of sustainability strategy and policy and ensures appropriate resourcing. The Sustainability Management Board is chaired by our general counsel and chief sustainability officer and supported by our chief financial officer, chief strategy officer, chief technology officer, chief people officer and chief operations and manufacturing officer. The Sustainability Management Board meets regularly to ensure our sustainability performance is in line with our strategy and aspirations.

Board Committee oversight

Nominating, Governance and Sustainability Committee — Oversight of policies and practices relating to significant sustainability issues

•Oversee policies and practices related to sustainability initiatives

•Review sustainability initiatives and goals including progress toward achieving those goals

•Review and approve the annual Corporate Sustainability Report as well as other sustainability-related reports requiring Board-level oversight

•Review stakeholder feedback related to sustainability on an annual basis

Audit Committee — Oversight of financial and sustainability disclosure processes, controls and assurance

•Oversee controls and procedures for sustainability disclosures and any assurance being provided by independent auditors

•Ensure NXP prepares appropriately for legislative and regulatory developments affecting sustainability reporting in financial reports

Human Resources and Compensation Committee — Oversight of human-capital policies and programs, including the alignment of sustainability goals to incentive pay programs

•Oversee alignment of sustainability strategy with compensation programs

•Assist the Nominating, Governance and Sustainability Committee in setting strategic sustainability aspirations

•Incorporate sustainability goals into compensation programs and design such programs

Environment

As an environmentally responsible manufacturer committed to continuous improvement, we focus on optimizing natural-resource usage, minimizing environmental emissions, enhancing operational efficiency and promoting workplace health and safety. As part of the ISO certification process, each site completes an annual EHS Self-Assessment checklist that evaluates the Management System elements of the ISO 45001 and ISO 14001 standards. To address issues, each site creates a corrective-action plan and closes out the nonconformities accordingly.

NXP takes a comprehensive approach to managing greenhouse-gas emissions across Scope 1, Scope 2 and Scope 3, integrating reduction targets into operational planning and strategy. While we remain focused on decarbonizing Scope 1 and 2 emissions and meeting our carbon-neutrality ambition, we are also working to reduce our Scope 3 footprint in line with our target validated by the Science Based Targets Initiative (SBTi). We have developed our first climate transition plan where we further outline our decarbonization strategy in line with our commitment. The plan includes our emissions inventory, targets, emission reduction levers and actions and governance.

SUSTAINABILITY

We measure our carbon footprint in accordance with the GHG Protocol and the Intergovernmental Panel on Climate Change 2019 Refinement to the 2006 Guidelines. Our climate data is collected and managed in line with our internal procedures and controls. In 2026, NXP obtained external limited assurance over its 2025 Scope 1 and 2 greenhouse-gas emissions data, reinforcing the credibility and transparency of our climate reporting. For more information, please read our 2025 Independent Limited Assurance Statement.

Human Capital Management

Our People: The Heart of NXP

At the heart of NXP’s success is our highly skilled, global team of over 32,000 employees. Our people drive the innovation, execution, and operational excellence that differentiate NXP in the market. We are committed to attracting, developing, and retaining top talent by fostering a high-performance, inclusive, and collaborative culture that enables team members to contribute meaningfully to our long-term business strategy and sustained value creation.

Our Purpose

Our purpose is to bring together bright minds to create breakthrough technologies that make the connected world better, safer and more secure.

Our Values

Our values guide how we operate, lead, and engage with one another. Built on a foundation of trust and respect, they shape our approach to talent management across the employee lifecycle - from hiring and development to rewards and succession planning. We emphasize accountability, collaboration, and continuous learning, empowering team members to grow their capabilities, take ownership of outcomes, and progress across roles, functions, and geographies in ways aligned to both business needs and individual aspirations.

Our Policies and Programs

Globally, we implement policies and programs designed to attract, engage, and retain top talent centered around key priorities including team member engagement, thought leadership, inclusion, compensation and benefits, development and growth, future talent; team member retention and community outreach.

Workforce Demographics

NXP’s workforce includes direct labor (“DL”) and indirect labor (“IDL”). DL are those team members directly involved in manufacturing our products and typically work in our factories, while IDL consists of individual contributors, managers and executives in other functions such as research and development (“R&D”) and selling, general and administrative (“SG&A”). At December 31, 2025, we had approximately 32,200 employees, which includes approximately 1,400 employees in our joint venture. Our NXP global workforce spans three regions encompassing 30+ countries and includes approximately 11,000 team members dedicated to the research and development of our products and solutions.

SUSTAINABILITY

Team Member Retention

We are dedicated to retaining team members and minimizing turnover by fostering a supportive, inclusive and engaging work environment. Voluntary turnover varies by country, but we continue to maintain rates that perform favorably against external benchmarks in the markets where we operate. The 2025 voluntary turnover rate was 5.1%.

Below, you will find an overview of turnover trends over the past five years.

We focus on retention through programs that strengthen the employee experience, support well-being and build long-term career opportunities. Our approach includes targeted retention actions for critical roles and top-performing talent, as well as broad-based programs designed to support all team members. These efforts help us create an environment where team members feel valued, connected and able to thrive.

Team Member Engagement

Engaging, developing, and valuing our team members is how we create long-term value for our stakeholders.

To assess and improve engagement, we consistently invite team members to share their feedback through the Winning Culture Survey. In 2025, we introduced a refreshed survey format designed to simplify the experience for team members while sharpening our focus on the areas that matter most for our culture — speed, innovation, ownership and reducing barriers in our processes. The survey was offered to all NXP team members globally. In our 2025 cycle, 90% of our indirect-labor team members participated.

SUSTAINABILITY

Ethics remains a clear strength, with favorability scores continuing to exceed external technology benchmarks. Engagement and ownership remain steady year-over-year with results positioning NXP above the 70th percentile technology-sector benchmark. The areas of innovation and speed reflect meaningful opportunities for improvement. These results signal the need for greater clarity, faster decision-making and stronger alignment across teams.

The 2025 results reflected opportunities related to strengthening confidence in the future, improving communication and alignment across levels and addressing barriers in work processes that slow execution. As we focus on these areas and continue to drive greater transparency, we aim to strengthen our culture of accountability, performance and continuous improvement.


Response rate	Engagement	Great place to work	Proud
90%	81%	82%	87%

External Awards & Recognition

In 2025, NXP earned numerous recognitions across our global locations, reflecting our continued commitment to people, partnership, innovation, inclusion and sustainability. In China, NXP received the IC Employer - Corporate Culture & Team Spirit Award for advancing strong organizational culture and talent development, while our Tianjin site was honored with Heraeus’ Long-Term Partnership Award celebrating 30 years of collaboration. Additionally, NXP was named one of the 2025 Best Companies for Women in India by Avtar. To view a detailed list of NXP awards by country, visit the Awards and Recognition web page of our website.

Thought Leadership

Investing in R&D

NXP's investment in R&D aims to enhance the connected world, targeting edge devices for automotive, industrial, smart home, communications, infrastructure and mobile markets.

Developing Thought Leaders

In 2025, NXP promoted 12.5% of its R&D team members, naming 59 technical directors, 8 program directors, one senior fellow and one program vice-president. These team members were recognized and promoted through a stringent technical evaluation process reviewing performance, contribution and competence development, aligning with the high expectations of our organization. NXP employs approximately 11,000 team members in R&D, representing 36% of the NXP workforce.

Inclusion

At NXP, inclusion is integral to who we are. We value the unique talents, experiences, and perspectives that each team member brings to the workplace. Our inclusion approach is centered around the following:

•Leadership commitment and ownership;

•Building and sustaining a qualified and talent pipeline and robust processes; and

•Fostering an inclusive culture and a sense of belonging to attract and retain the best talent.

NXP values team member engagement in driving inclusion through our Employee Resource Groups (ERGs). Membership is open to all team members, and each ERG has defined missions and executive oversight. Today, we have nine primary ERGs include representation in Asia, Europe and North America. The Human Resources and Compensation Committee of our Board provides oversight of our policies, programs and initiatives focusing on human capital management, including workforce inclusion.

Compensation and Benefits

NXP’s competitive compensation and benefits programs are designed to attract and retain the best talent as well as drive and reward high performance and meaningful contribution across all areas of our workforce.

Compensation

We provide team members with performance-based total rewards packages, including base salary, short-term incentives and equity and cash incentives. We believe that pay decisions should be made based on four key factors, which are reflected in the following list.

1.External considerations (i.e., market conditions)

2.Specific knowledge and skills

3.Team-member performance and contributions

4.Internal pay equity

SUSTAINABILITY

We utilize third-party data to formulate compensation and benefits programs that are fair, equitable and competitive. We then empower leaders to recognize both individual and team accomplishments through a variety of compensation programs. Each year, we conduct a formal assessment of the individual's specific achievements and the demonstrated behaviors — consistent with our values — to deliver those achievements through our Enabling Performance process.

Rewarding performance is a critical element of our overall program. We are committed to managing all reward-based compensation programs, including annual salary reviews, Annual Incentive Plan (AIP) payouts, Sales Incentive Plan (SIP) payments and long-term incentive awards, to deliver on our pay-for-performance philosophy. Since 2022, we have linked a portion of our executive and team-member AIP compensation to non-financial measures, including those linked to sustainability aspirations.

Pay Equity

We have policies and procedures in place to evaluate pay equity. We perform pay equity reviews twice a year, alongside NXP's annual salary review and short- and long-term incentives processes, to ensure we deliver pay decisions with an appropriate focus on fairness. We developed this proactive process to evaluate each compensation program in real time to provide leaders with feedback to create more visibility into fair and equitable compensation during decision-making.

We also analyze potential compensation recommendations or changes within functional areas and departments in order to make appropriate adjustments and promote pay equity. The summarized results of this analysis are presented to our CEO and chief people officer, reflecting our commitment to making compensation-related decisions based only on performance, contribution, tenure and skill-related factors.

Benefits

We are committed to providing a comprehensive benefits package that includes various offerings that support the overall health and well-being of our team members. Globally, NXP does not differ benefits between part-time and full-time team members. We also offer spouse and dependent benefits either through statutory coverage or employer-sponsored benefits.

Talent Development & Growth Opportunities

We believe continuous learning is essential to building a high-performing, future-ready workforce. We are committed to creating opportunities for team members to grow at every stage of their career through a blend of hands-on experiences, peer learning and formal education. Guided by our preferred learning 70/20/10 model – 70% on-the-job experience, 20% learning through others and 10% formal-education — we empower team members to develop new skills, deepen expertise and expand their leadership capabilities.

Future Talent

NXP’s dedication to new-in-career and internship programs plays a vital role in cultivating the next generation of talent, including engineers, for our industry and company. In addition to recruiting engineering interns, working students and new college graduates, we also hire for a variety of roles across general and administrative areas, including Finance, Human Resources and Sales.

Interns

Our internship programs provide students with opportunities to develop technical capabilities and professional skills as they prepare to enter the workforce. In 2025, NXP granted over 800 internships to university students across a range of disciplines, supporting the development of future talent for our industry.

New College Graduates

NXP's early-career hiring programs help build a strong pipeline of emerging talent by bringing recent graduates into roles across engineering, business and functional teams. In 2025, NXP welcomed more than 600 new college graduates worldwide.

University Partnerships and Engagement

Through the structure of its global University Recruiting (UR) Councils, NXP collaborates with universities worldwide to support advanced collaboration in education, research programs and tutorial projects. In 2025, NXP funded initiatives like EcoCar, National University Students Intelligent Car Race, Artificial Intelligence in Mobility and the NXP Cup.

Community Outreach

NXP is committed to making a positive impact in the communities where we operate. Our team members contribute their time, skills and resources to support initiatives focused on education, poverty alleviation, hunger, health and well-being. Through structured volunteering and giving programs, we enable meaningful, locally driven community engagement across our global footprint.

SUSTAINABILITY

Social Responsibility

NXP applies a management system framework to its human-rights due diligence process. This includes conducting comprehensive risk-assessment of our business value chain, implementing policies, standards and protocols to address and remediate the salient human rights risks. We prioritize engagement with critical rights holders throughout our due diligence process to ensure their well-being remains central to our efforts to identify and mitigate potential human-rights impacts.

Supply Chain Due Diligence

Our Corporate Social Responsibility and Human Rights Audit Program covers labor and human rights, environment, health and safety, business ethics, management systems and compliance with the NXP Supplier Code of Conduct. In 2025, we completed 11 supplier audits in Mainland China, Malaysia, Singapore and Taiwan. From our supplier audits we identified a total of 401 nonconformances. Of those nonconformances, all 401 reached the 90-day maturity mark. We closed 364 of those nonconformances, yielding a closure rate of 91%. We did not terminate business with any of these suppliers, in light of their willingness to take the steps needed to close their corrective-action plans.

Health and Safety

We have developed robust Health and Safety programs and initiatives to safeguard our team members, partners and visitors to help achieve our ambition of zero workplace injuries and illnesses. We are certified to ISO 45001, the Occupational Health and Safety Management System and, as part of that certification, every manufacturing site has an employee worker-safety council.

In 2025, there were no incidents that resulted in fines or sanctions in connection with non-compliance with health and safety laws or regulations. There were no fatal work-related accidents for our workers or contractors. The main type of employee injury was sprain and strains. Each incident is documented and then corrective and preventive measures are put in place. We had 399 days lost to work-related injuries and ill health. We had 35 occupational illnesses and injuries, a severity rate of 1.16 and a Total Case Incident Rate (TCIR)1 of 0.08. Our performance remains within our industry benchmark.

1 Our TCIR is the same as our total recordable injury rate (TRIR). To calculate this metric, we follow OSHA’s formula: (Number of injuries and illnesses X 200,000) / Employee hours worked = Incidence rate.

ITEM 1: ADOPTION OF THE 2025 STATUTORY
ANNUAL ACCOUNTS

The Company has prepared two sets of financial statements, one based on accounting principles generally accepted in the United States of America (“US GAAP”) and filed with the SEC in the 2025 Annual Report on Form 10-K, and one based on Dutch law and International Financial Reporting Standards as adopted by the European Union (the “2025 Statutory Annual Accounts”).

For internal and external reporting purposes, the Company prepares financial statements based on US GAAP. However, as a public limited liability company incorporated under the laws of the Netherlands, the Company is required by Dutch law to prepare the 2025 Statutory Annual Accounts and submit them to the Annual General Meeting for adoption. The report of EY Accountants B.V. for the 2025 Statutory Annual Accounts are included in the 2025 statutory annual report (the “2025 Statutory Annual Report”), which is published on the Company’s investor relations website (http://investors.nxp.com) and is available at the principal offices of the Company.

THE BOARD RECOMMENDS A VOTE “FOR” THE ADOPTION OF THE 2025 STATUTORY ANNUAL ACCOUNTS.

ITEM 2: DISCHARGE OF THE MEMBERS OF THE BOARD
OF DIRECTORS FOR THEIR RESPONSIBILITIES IN THE 2025 FINANCIAL YEAR

It is proposed to discharge the members of the Board, in accordance with Dutch law, for the performance of their respective duties in the financial year 2025. The proposed discharge only covers the matters that are disclosed in the 2025 Statutory Annual Report or otherwise publicly disclosed at the time the resolution to discharge is adopted.

THE BOARD RECOMMENDS A VOTE “FOR” THE PROPOSAL TO DISCHARGE THE MEMBERS OF THE BOARD FOR THEIR RESPONSIBILITIES IN THE FINANCIAL YEAR ENDED DECEMBER 31, 2025.

ITEM 3: APPOINTMENT OF DIRECTORS

The Company has a one-tier board structure, consisting of one or more executive directors and non-executive directors. The Board currently consists of nine non-executive directors, and Mr. Rafael Sotomayor who serves as a temporary executive director as per October 28, 2025. The number of executive and non-executive directors is determined by the Board.

The Board has appointed Mr. Sotomayor to succeed Mr. Sievers as President, effective April 28, 2025, and designated Mr. Sotomayor as CEO and temporary executive director of the Company as of the retirement of Mr. Sievers on October 28, 2025.

If each nominated director discussed below is appointed at the AGM, the Board will consist of ten directors, with Mr. Sotomayor serving as executive director.

Under our Articles of Association and Dutch corporate law, the directors are collectively responsible for the management, general and financial affairs and policy and strategy of our Company. Our executive director (who serves as our President and Chief Executive Officer) is responsible for the day-to-day management of the Company and for the preparation and execution of Board resolutions, to the extent these tasks are not delegated to a committee of the Board. Our Chief Executive Officer or all directors acting jointly may represent the Company with third parties.

ITEM 3: APPOINTMENT OF DIRECTORS

Consistent with our Articles of Association and Dutch law, the executive director and non-executive directors are appointed by the general meeting of shareholders upon a binding nomination by the Board. The Board has nominated the ten directors listed below for appointment to serve until their term expires at the end of the 2027 Annual General Meeting, until their appointment is terminated in accordance with the Articles of Association or until their earlier retirement or resignation. The binding nominations by the Board are made in accordance with Section 14.4 of the Articles of Association. The shareholders at an annual general meeting may at all times overrule the binding nature of such a nomination by a resolution adopted by at least a two-thirds majority of the votes cast, provided such majority represents more than half of our issued and outstanding share capital. If the nomination is not overruled, the nominated member of the Board shall be appointed. If the nomination is overruled, the Board may then make a new nomination. If a nomination has not been made or has not been made in due time, this shall be stated in the notice and the general meeting of shareholders shall be free to appoint a member of the Board at its discretion. The latter resolution of the general meeting of shareholders must also be adopted by at least two-thirds majority of the votes cast, provided such majority represents more than half of our issued share capital.

Our directors are appointed for a term of one year and will be, if nominated by the Board, re-electable each year at a general meeting of shareholders. Our directors may be suspended or dismissed at any time by the general meeting of shareholders. A resolution to suspend or dismiss a director must be adopted by at least a two-thirds majority of the votes cast, provided such majority represents more than half of our issued share capital unless the proposal to suspend or dismiss a director is made by the Board, in which case resolutions shall be adopted by a simple majority of votes cast. An executive director can also be suspended by the Board.

If appointed, each director’s term begins at the annual general meeting at which he or she is appointed and, unless such director resigns or is dismissed at an earlier date, his or her term of office ends immediately after the next annual general meeting held after his or her appointment.

The Board and the Nominating, Governance and Sustainability Committee have carefully considered the experience, structure, culture, operation, interactions, collaboration and performance of the current Board; the talents, expertise and contributions of individual directors; the growth and creation of shareholder and other stakeholder value under the Board’s leadership; the continued evolution of the Company; the Board’s critical role in continuing to develop and lead the strategic direction of the Company; the continued change and consolidation in the semiconductor industry; anticipated future challenges and opportunities facing the Company; and the Board’s ongoing commitment to ensuring the long-term sustainability of the Company to the benefit of shareholders and other stakeholders.

The Board and the Nominating, Governance and Sustainability Committee also believe that, at the current time, fostering continuity on the Board by nominating ten current directors for appointment is instrumental to the ongoing execution of our mission and strategy as well as the delivery of sustainable long-term value to shareholders while also serving the interests of our other stakeholders. Based on these considerations, among others, NXP’s Board recommends a vote “FOR” the appointment of each director. The persons named as proxies intend to vote the proxies for the election of these nominees to the Board.

Each of the proposed appointments is considered a separate voting item under Dutch law. Information concerning each of the ten nominated directors is set forth below. All nominees have consented to act as directors if appointed at the AGM. This Item 3 comprises the “explanatory notes” to the agenda of the Annual General Meeting as referred to in Section 25.5 of the Articles of Association.

In accordance with the recommendation of the Nominating, Governance and Sustainability Committee, the Board has unanimously adopted resolutions to nominate the persons set forth below for director. Our nominees for director, their ages, principal occupations or positions, experience and the year first elected as a director, are described below. None of the nominees are related by blood, marriage or adoption to each other or to any other director or to any executive officer of NXP or its subsidiaries. Except for Mr. Rafael Sotomayor, who is currently executive director and chief executive officer, no nominee for director has been an employee of the Company within the past five years.

ITEM 3: APPOINTMENT OF DIRECTORS

Nominees for Director

THE BOARD RECOMMENDS A VOTE "FOR" THE APPOINTMENT OF EACH NOMINEE FOR DIRECTOR LISTED BELOW.

Rafael Sotomayor

Executive Director & CEO of NXP


			Rafael Sotomayor (1969, American) is temporary executive director and chief executive officer since October 2025. He was appointed president of NXP in April 2025 after successfully leading the company’s Secure Connected Edge business. Mr. Sotomayor joined NXP in 2014, holding a number of business line general manager roles across the company’s Mobile, Industrial and IoT end-markets . He has been a member of the executive management team since 2020, where he was instrumental in defining and implementing NXP’s strategy to be the leader in intelligent edge systems in Automotive and Industrial & IoT. Mr. Sotomayor holds an MBA from Harvard Business School, an MSEE from Georgia Tech and a BSEE from Purdue University.
Executive Director Director since 2025 Age 57 Key Qualifications and Expertise: •Executive Leadership •Human Capital/Talent Development •Industry and Technology Experience •International Experience •IT and Cybersecurity •Strategic Planning, Growth, Mergers & Acquisition

Annette Clayton

Former Chairwoman and CEO, Schneider Electric North America


			Annette Clayton (1963, American) was appointed a non-executive director of our board of directors effective May 2021. Ms. Clayton is the former chairwoman, chief executive officer and president of Schneider Electric North America, a region of Schneider Electric, a multinational firm specializing in energy management and automation solutions. From 2016 through December 2023, Ms. Clayton was the chief executive officer of Schneider Electric North America. Through December 2019, Ms. Clayton also held the title of chief supply chain officer for Schneider Electric and led the $13.4 billion global supply chain operation based in Hong Kong, including the oversight of Schneider Electric’s customer satisfaction & quality, and safety, environment and real estate organizations. Prior to joining Schneider Electric in 2011, Ms. Clayton served in various executive roles at Dell, including vice president global operations based in Singapore. From 1983 to 2006, Ms. Clayton worked at General Motors Corporation in senior management roles , including president of Saturn Corporation. Ms. Clayton serves on the boards of Duke Energy Corporation and Oshkosh Corporation. She previously served as a director on the board of Nordson Corporation from 2024 until March 2026. Ms. Clayton graduated from Wright State University with a bachelor’s degree in general engineering and obtained a master’s degree in engineering management from the University of Dayton. She has also completed the London Business School executive development program and many of the National Association of Corporate Directors certification programs specifically for cybersecurity and artificial intelligence.
Independent Non-Executive Director Director since 2021 Age 62 Board Committees: •Audit Committee •Human Resources and Compensation Committee Other Current Public Boards: •Duke Energy Corporation •Oshkosh Corporation Key Qualifications and Expertise: •Corporate Governance, Legal, Global Compliance Experience •Executive Leadership •Financial, Audit & Accounting Expertise •Human Capital/Talent Development •Industry and Technology Experience •International Experience •IT and Cybersecurity •Manufacturing and Operations •Risk Management •Strategic Planning, Growth, Mergers & Acquisition •Sustainability Expertise

ITEM 3: APPOINTMENT OF DIRECTORS

Anthony Foxx

Former United States Secretary of Transportation


			Anthony Foxx (1971, American) was appointed a non-executive director of our board of directors effective May 2021. Since 2023, Mr. Foxx serves as the Emma Bloomberg Professor of the Practice of Public Leadership at the Harvard Kennedy School, and since July 1, 2024, as the Co-Director of the Harvard Kennedy School Center for Public Leadership. From October 2018 to January 2022, Mr. Foxx served as the chief policy officer and senior advisor to the president and chief executive officer of Lyft. Prior to joining Lyft Inc., he served as a managing partner of Related Infrastructure, the infrastructure development group of Related Companies, a real estate firm, from December 2017 to October 2018. From July 2013 to January 2017, Mr. Foxx served as the seventeenth United States Secretary of Transportation. He served as the mayor of Charlotte, North Carolina from 2009 to 2013 and as a Charlotte City council member at-large representative from 2005 to 2009. Mr. Foxx also has held a variety of legal positions in the public and private sectors. Mr. Foxx serves on the boards of directors of Martin Marietta Materials Inc. and CDW Corporation. He holds a Doctor of Law (J.D.) from New York University School of Law, and a Bachelor of Arts (B.A.), History, from Davidson College.
Independent Non-Executive Director Director since 2021 Age 54 Board Committees: •Nominating, Governance and Sustainability Committee (Chair) Other Current Public Boards: •CDW Corporation •Martin Marietta Materials Inc. Key Qualifications and Expertise: •Executive Leadership •Financial, Audit & Accounting Expertise •Industry and Technology Experience •Risk Management •Strategic Planning, Growth, Mergers & Acquisition •Sustainability Expertise

Moshe Gavrielov

Former President and CEO of Xilinx, Inc.


			Moshe Gavrielov (1954, American and Israeli) was appointed a non-executive director of our board of directors effective May 2023. Mr. Gavrielov served as president and CEO of Xilinx Inc. from January 2008 to January 2018, and as director of Xilinx Inc. from February 2008 to January 2018. Prior to that, he served at Cadence Design Systems Inc. as executive vice president and general manager of the verification division from April 2005 to November 2007, and CEO of Versity Ltd. from March 1998 to April 2005. He also served at a variety of executive management positions in LSI Logic Corp. for nearly 10 years, and engineering management positions in National Semiconductor Corporation and Digital Equipment Corporation. Mr. Gavrielov serves on the boards of Taiwan Semiconductor Manufacturing Company Limited and Cadence Design Systems Inc. In addition, Mr. Gavrielov is the chair of the board of SiMa Technologies Inc. and Foretellix Ltd. Mr. Gavrielov holds a bachelor's degree in electrical engineering and a master's degree in computer science from Technion-Israel Institute of Technology.
Independent Non-Executive Director Director since 2023 Age 71 Board Committees: •Human Resources and Compensation Committee •Nominating, Governance and Sustainability Committee Other Current Public Boards: •Taiwan Semiconductor Manufacturing Company Limited •Cadence Design Systems Inc. Key Qualifications and Expertise: •Corporate Governance, Legal, Global Compliance Experience •Executive Leadership •Financial, Audit & Accounting Expertise •Human Capital/Talent Development •Industry and Technology Experience •International Experience •Manufacturing and Operations •Risk Management •Strategic Planning, Growth, Mergers & Acquisition •Sustainability Expertise

ITEM 3: APPOINTMENT OF DIRECTORS

Chunyuan Gu

Former President of Asia, the Middle East and Africa regions of ABB Ltd


			Chunyuan Gu (1958, Swedish) was appointed a non-executive director of our board of directors effective June 2022. Mr. Gu has over 30 years of experience working at ABB Ltd., a global pioneering technology leader in electrification and automation serving customers in utility, industry, transportation and infrastructure. Mr. Gu began his career at ABB Corporate Research in Sweden in 1989, and has held various roles and functions in R&D, manufacturing operations and general management. Since 2020, Mr. Gu serves in an advisory capacity as chair of the board of ABB (China) Ltd. From 2017 to 2019, Mr. Gu was a member of the ABB group executive committee and president of the Asia, the Middle East and Africa region. From 2014 to 2017, Mr. Gu served as president and CEO of ABB China. Since 2020, Mr. Gu has served as a non-executive director of CLP Holdings Limited. From 2021 to 2025, he served as senior advisor at Blackstone Ltd. Mr. Gu holds a bachelor of engineering from Shanghai Jiao Tong University and a PhD, school of aeronautics from the Royal Institute of Technology, Stockholm. Mr. Gu is a fellow of IVA, the Royal Swedish Academy of Engineering Sciences.
Independent Non-Executive Director Director since 2022 Age 67 Board Committees: •Audit Committee Other Current Public Boards: •CLP Holdings Limited Key Qualifications and Expertise: •Executive Leadership •Financial, Audit & Accounting Expertise •Human Capital/Talent Development •Industry and Technology Experience •International Experience •Manufacturing and Operations •Risk Management •Sustainability Expertise

Lena Olving

Former President and CEO of Mycronic AB


			Lena Olving (1956, Swedish) was appointed a non-executive director of our board of directors effective June 2019. Ms. Olving served as president and CEO of Mycronic AB (listed on Nasdaq OMX Stockholm) from 2013 to 2019, a Swedish high-tech equipment company serving the electronics industry. Before that, Ms. Olving worked at Saab AB, a listed Defence and Security company, as deputy CEO and chief operating officer. Her earlier career also includes various managerial positions within Volvo Car Corporation, in total 25 years, of which 5 years in Asia Pacific and 7 years in the executive management team. Ms. Olving is a board member of Assa Abloy AB, Vestas Wind Systems A/S, Investment AB Latour, chair of the board of Nodica Group AB, and board member of Stena Metall AB. She is a fellow of IVA, the Royal Swedish Academy of Engineering Sciences. She holds a Master of Science in Mechanical Engineering from Chalmers in Gothenburg, Sweden. In January 2018, Ms. Olving was presented H.M. The King’s Medal of the 12th size with blue ribbon for outstanding efforts within Swedish business sector. In October 2019, she was awarded IVA’s Gold Medal for pioneering and outstanding leadership within the tech sector, and in 2023 she received the Gustaf Dalén Goldmedal for her contributions to the fields of engineering and technology.
Independent Non-Executive Director Director since 2019 Age 68 Board Committees: •Human Resources and Compensation Committee Other Current Public Boards: •Assa Abloy AB •Investment AB Latour •Vestas Wind Systems A/S Key Qualifications and Expertise: •Corporate Governance, Legal, Global Compliance Experience •Executive Leadership •Financial, Audit & Accounting Expertise •Human Capital/Talent Development •Industry and Technology Experience •International Experience •IT and Cybersecurity •Manufacturing and Operations •Risk Management •Strategic Planning, Growth, Mergers & Acquisition

ITEM 3: APPOINTMENT OF DIRECTORS

Julie Southern

Former Chief Commercial Officer, Virgin Atlantic Airways Ltd.


			Julie Southern (1959, British) was appointed a non-executive director of our board of directors effective October 2013 and chair of our board of directors effective May 2023. Ms. Southern was with Virgin Atlantic Limited (UK) from 2000 to May 2013. From 2010 to 2013, she was chief commercial officer and from 2000 to 2010 she was chief financial officer of Virgin Atlantic. Prior to joining Virgin Atlantic, Ms. Southern was group finance director at Porsche Cars Great Britain and finance and operations director at WH Smith - HJ Chapman & Co Ltd. Prior to that, she was a chartered accountant at Price Waterhouse Coopers. Ms. Southern currently holds a non-executive directorship at Ocado Group plc. and serves as chair of the remuneration committee and member of the audit and people committees. Previously, Ms. Southern held directorships at RWS Holdings plc (2022-2025), Gategroup (2015-2016), Stagecoach Group plc (2016-2018), DFS Furniture plc (2015-2019), Cineworld Group plc (2015-2019), easyJet plc (2018-2023), and Rentokil plc (2014-2023).
Chair of Board Independent Non-Executive Director Director since 2013 Age 66 Board Committees: •Nominating, Governance and Sustainability Committee Other Current Public Boards: •Ocado Group plc Key Qualifications and Expertise: •Corporate Governance, Legal, Global Compliance Experience •Executive Leadership •Financial, Audit & Accounting Expertise •Human Capital/Talent Development •Industry and Technology Experience •International Experience •Strategic Planning, Growth, Mergers & Acquisition

Jasmin Staiblin

Former Chief Executive Officer of Alpiq


			Jasmin Staiblin (1970, German and Swiss) was appointed a non-executive director of our board of directors effective June 2019. Ms. Staiblin served between 2013 and 2018 as chief executive officer of Alpiq, a leading Swiss energy services provider and power producer in Europe. She successfully led the company through a major transformation in a fundamentally changing energy market. She began her career in 1997 at the ABB Group, the Swedish-Swiss global technology company, starting in ABB’s group research center. From 1999 to 2005, Ms. Staiblin served in various global functions and as a member of the management team for ABB’s power technologies division. She held the position of chief executive officer of ABB Switzerland from 2006 to 2012. Ms. Staiblin is the vice chair of the board of directors of Zurich Insurance Group Ltd. and chair of the supervisory boards of Rolls-Royce Power Systems AG and Rolls-Royce Solutions GmbH. She formerly served on the board of Rolls-Royce plc and Georg Fischer AG. She studied Physics and Electrical Engineering at the Karlsruhe Institute of Technology, Germany and the Royal Institute of Technology in Stockholm, Sweden. Ms. Staiblin completed her studies with a Degree in Physics and has a Master of Science in electrical engineering.
Independent Non-Executive Director Director since 2019 Age 56 Board Committees: •Audit Committee Other Current Public Boards: •Zurich Insurance Group Ltd. Key Qualifications and Expertise: •Corporate Governance, Legal, Global Compliance Experience •Executive Leadership •Financial, Audit & Accounting Expertise •Human Capital/Talent Development •Industry and Technology Experience •International Experience •IT and Cybersecurity •Manufacturing and Operations •Risk Management •Strategic Planning, Growth, Mergers & Acquisition

ITEM 3: APPOINTMENT OF DIRECTORS

Gregory Summe

Managing Partner of Glen Capital Partners


			Gregory L. Summe (1956, American) was appointed a non-executive director of our board of directors effective December 2015. Mr. Summe is the managing partner of Glen Capital Partners, an investment fund. He is also the chair of Grail, Inc. and Avantor Inc. Previously, Mr. Summe was the managing director and vice chair of Global Buyout at The Carlyle Group, a leading global private equity firm, from 2009 to 2014. Prior to joining Carlyle, he was the chair and chief executive officer of PerkinElmer Inc., a global leader in Health Sciences, a company he led from 1998 to May 2009. He also served as a senior advisor to Goldman Sachs Capital Partners, from 2008 to 2009. Mr. Summe was a director of Freescale Semiconductor from 2010 until its merger with NXP in 2015 and served as chair of the Freescale board from 2014 to 2015. Prior to PerkinElmer, Mr. Summe was with AlliedSignal, now Honeywell International, serving as the president of General Aviation Avionics, president of the Aerospace Engines Group and president of the Automotive Products Group. Before joining AlliedSignal, he was the general manager of Commercial Motors at General Electric and was a partner with the consulting firm of McKinsey & Company Inc. Mr. Summe holds B.S. and M.S. degrees in electrical engineering from the University of Kentucky and the University of Cincinnati, and an M.B.A. with distinction from the Wharton School at the University of Pennsylvania. He is in the University of Kentucky’s Hall of Distinction. Mr. Summe also serves as the chair of the board of directors of Grail Inc, and Avantor Corporation and on the board of directors of Wheels Up Experience Inc. He formerly served on the boards of directors of the State Street Corporation, NextGen Acquisition Corp. I, NextGen Acquisition Corp. II and Virgin Orbit Holdings Inc.
Independent Non-Executive Director Director since 2015 Age 69 Board Committees: •Human Resources and Compensation Committee (Chair) •Nominating, Governance and Sustainability Committee Other Current Public Boards: •Avantor Corporation •Grail, Inc. •Wheels Up Experience, Inc. Key Qualifications and Expertise: •Corporate Governance, Legal, Global Compliance Experience •Executive Leadership •Financial, Audit & Accounting Expertise •Human Capital/Talent Development •Industry and Technology Experience •International Experience •Manufacturing and Operations •Risk Management •Strategic Planning, Growth, Mergers & Acquisition

Karl-Henrik Sundström

Former CEO of Stora Enso


			Karl-Henrik Sundström (1960, Swedish) was appointed a non-executive director of our board of directors effective June 2019. Mr. Sundström served as CEO of Stora Enso from 2014 until his retirement in 2019. He joined Stora Enso in August 2012 as CFO and member of the group leadership team. In June 2013, he took on the role as executive vice president for division Paper and Wood Products. Prior to joining Stora Enso, Mr. Sundström held the role of CFO of NXP Semiconductors N.V. (2008–2012). Before that, he held several managerial positions in Ericsson, including CFO. Mr. Sundström is the chair of the board of Boliden AB, vice-chair of the board of Vestas Wind Systems A/S, chair of the boards of Mölnlycke AB and the Finnish-Swedish Chamber of Commerce, and member of the board of the Marcus Wallenberg Foundation. Mr. Sundström participated in an Advanced Management Program at Harvard Business School in 1997 and holds a degree in Business Administration, Finance and Accounting from the Uppsala University, Sweden.
Independent Non-Executive Director Director since 2019 Age 66 Board Committees: •Audit Committee (Chair) •Human Resources and Compensation Committee Other Current Public Boards: •Boliden AB •Vestas Wind Systems A/S Key Qualifications and Expertise: •Corporate Governance, Legal, Global Compliance Experience •Executive Leadership •Financial, Audit & Accounting Expertise •Industry and Technology Experience •International Experience •IT and Cybersecurity •Manufacturing and Operations •Risk Management •Strategic Planning, Growth, Mergers & Acquisition •Sustainability Expertise

ITEM 3: APPOINTMENT OF DIRECTORS

Nominee Skills and Experience

Our director nominees have a wide variety of relevant skills, professional experience and backgrounds, and collectively bring to our Board a broad range of viewpoints and perspectives that strengthen its ability to represent the interests of all corporate stakeholders, such as shareholders, creditors, employees, customers and suppliers. The chart below illustrates broad categories of skills and expertise that our non-executive director nominees offer that we believe contribute to the effective leadership and exercise of oversight responsibilities by the Board.

SEC Form PRE 14A filed by NXP Semiconductors N.V.