Skyworks Reports Inducement Grants to New Chief Executive Officer

Rhea-AI Summary

Skyworks Solutions (SWKS) has announced inducement grants to its new CEO, Philip Brace, who started on February 17, 2025. The Compensation Committee approved three major awards: a new hire performance share award (New Hire PSA) for 455,028 shares, a restricted stock unit award (FY2025 RSU) for 43,682 shares, and a performance share award (FY2025 PSA) for 65,524 shares at target, potentially reaching 163,810 shares at maximum performance.

The New Hire PSA is tied to stock price achievements over a four-year period starting from the second anniversary of employment, with 20% of shares earned at each price hurdle. The FY2025 RSU has a four-year vesting period backdated to November 5, 2024. The FY2025 PSA vesting depends on corporate performance metrics aligned with other executive officers' annual PSAs for FY2025.

Positive

• Structured compensation package aligning CEO interests with shareholder value through performance-based equity awards
• Significant portion of compensation tied to stock price performance milestones
• Long-term vesting schedules promote executive retention

Negative

• Potential shareholder dilution from issuance of up to 662,520 new shares
• Backdated vesting schedule for RSU grants starting from November 2024

Insights

Executive Compensation Analyst

The newly announced compensation package for CEO Philip Brace reveals a sophisticated approach to executive incentivization at Skyworks. The structure comprises three distinct equity components, each serving a specific strategic purpose:

The New Hire PSA of 455,028 shares represents the largest portion of the package, featuring an innovative four-year performance period that begins two years after the start date. This delayed commencement suggests a deliberate focus on sustainable long-term value creation rather than short-term stock price movements. The 20% incremental vesting structure tied to stock price hurdles creates multiple achievement milestones, potentially driving consistent performance improvements over time.

The FY2025 RSU component of 43,682 shares, with vesting backdated to November 2024, serves as a retention mechanism while providing immediate alignment with shareholder interests. This backdating suggests possible coordination with the company's fiscal year and existing executive compensation cycles.

The FY2025 PSA offering up to 163,810 shares (with a target of 65,524) introduces a significant upside potential tied to corporate performance metrics. The 2.5x maximum multiplier from target to maximum achievement indicates aggressive but achievable performance goals, aligned with industry standards for executive incentive structures.

This comprehensive package demonstrates Skyworks' commitment to performance-based compensation, with approximately 80% of the total grant value tied to performance conditions rather than time-based vesting. The structure creates multiple paths for value creation while maintaining strong retention incentives through the extended vesting periods.

IRVINE, Calif.--(BUSINESS WIRE)-- Skyworks Solutions, Inc. (Nasdaq: SWKS), a leading developer, manufacturer and provider of analog and mixed-signal semiconductors and solutions for numerous applications, today announced the grant of inducement awards to its newly appointed chief executive officer, Philip Brace, who commenced his employment at Skyworks on Feb. 17, 2025. In connection with Mr. Brace’s appointment, the Compensation Committee of the Board of Directors approved the grant to Mr. Brace of (i) a new hire performance share award (New Hire PSA) with respect to 455,028 shares of the Company’s common stock, (ii) a restricted stock unit award for the 2025 fiscal year (FY2025 RSU) with respect to 43,682 shares of the Company’s common stock and (iii) a performance share award for the 2025 fiscal year (FY2025 PSA) with respect to 65,524 shares of the Company’s common stock (at target), or up to 163,810 shares if the performance conditions are achieved at the maximum level, each as an inducement material to Mr. Brace entering into employment with Skyworks in accordance with Nasdaq Listing Rule 5635(c)(4).

The New Hire PSA may be earned based on the level of achievement of stock price hurdles measured during a four-year performance period commencing on the second anniversary of his start date and ending on the sixth anniversary of his start date. Twenty percent of the shares subject to the New Hire PSA are earned upon achievement of each of the price hurdles and vest on the one-year anniversary of the applicable price hurdle achievement date, subject to continued service on such date. The FY2025 RSU vests over a period of four years with such vesting deemed to have commenced on Nov. 5, 2024. The FY2025 PSA may vest upon the achievement of certain corporate performance milestones consistent with the metrics used for the annual PSAs previously granted to Skyworks’s other executive officers for FY2025.

The inducement grants are subject to the terms and conditions of award agreements covering the grants.

About Skyworks

Skyworks Solutions, Inc. is empowering the wireless networking revolution. We are a leading developer, manufacturer and provider of analog and mixed-signal semiconductors and solutions for numerous applications, including aerospace, automotive, broadband, cellular infrastructure, connected home, defense, entertainment and gaming, industrial, medical, smartphone, tablet and wearables.

Skyworks is a global company with engineering, marketing, operations, sales and support facilities located throughout Asia, Europe and North America and is a member of the S&P 500® market index (Nasdaq: SWKS). For more information, please visit Skyworks’ website at: www.skyworksinc.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250221792111/en/

Media Relations:

Constance Griffiths

(949) 230-4867

Constance.Griffiths@skyworksinc.com

Investor Relations:

Raji Gill

(949) 508-0973

Raji.Gill@skyworksinc.com

Source: Skyworks Solutions, Inc.

FAQ

What equity compensation was granted to Skyworks (SWKS) new CEO Philip Brace?

Philip Brace received three equity awards: a New Hire PSA for 455,028 shares, an FY2025 RSU for 43,682 shares, and an FY2025 PSA for up to 163,810 shares (65,524 at target).

When does the vesting period begin for Skyworks (SWKS) CEO's FY2025 RSU grant?

The FY2025 RSU vesting period is deemed to have commenced on November 5, 2024, with vesting occurring over four years.

How is the New Hire PSA structured for Skyworks (SWKS) CEO?

The New Hire PSA is earned based on stock price hurdles over a four-year period from year 2 to year 6 of employment, with 20% of shares earned at each price hurdle and vesting one year after achievement.

What is the maximum number of shares available in the FY2025 PSA for Skyworks (SWKS) CEO?

The FY2025 PSA can reach up to 163,810 shares if maximum performance conditions are achieved, compared to 65,524 shares at target level.