ON ON Semiconductor

On May 21, 2020, ON Semiconductor Corporation (the “Company”) announced the appointment of Bernard R. Colpitts, Jr., age 45, as Vice President, Finance of Semiconductor Components Industries, LLC (“SCILLC”), a wholly-owned subsidiary of the Company, and the Chief Accounting Officer of SCILLC and the Company, in each case, effective as of May 18, 2020. In connection with Mr. Colpitts’ appointment, the Board of Directors of the Company (the “Board”) also designated him as the Principal Accounting Officer of the Company. Prior to his appointment, Mr. Colpitts, who is a Certified Public Accountant, served as Senior Vice President and Chief Accounting Officer for GameStop Corp., an American video game, consumer electronics, and gaming merchandise retailer (“GameStop”), from October 2019 until April 2020. Prior to his position with GameStop, Mr. Colpitts served as Vice President, Finance and Treasury of SCILLC and the Chief Accounting Officer of the Company and SCILLC from 2017 to 2019, as Corporate Controller of SCILLC from 2013 to 2017, and in various other positions with SCILLC related to accounting, finance, and financial reporting from 2011 to 2013 and from 2000 to 2006.

Mr. Colpitts’ starting annual base salary is $290,000, and his target annual bonus opportunity is equal to 40% of his annual base salary. He will receive a one-time long-term incentive award consisting of restricted stock units (“RSUs”) having a value on the grant date of $225,000 that will vest based on the passage of time in three equal annual installments. He will also be eligible for future long-term incentive awards in the ordinary course and in amounts and on terms determined by the Compensation Committee of the Board. Mr. Colpitts’ employment is conditioned on his execution of a confidentiality and property agreement designed to protect the Company’s intellectual property and other proprietary information.

Mr. Colpitts will also participate in other compensation and benefit programs offered by the Company at levels consistent with his position and scope of responsibility. The Company’s compensation and benefit plans are more fully described in the “Compensation Discussion and Analysis” section of the Company’s definitive proxy statement on Schedule 14A relating to its 2020 annual meeting of stockholders, which was filed with the Securities and Exchange Commission (the “SEC”) on April 6, 2020 (the “Proxy Statement”), and the Company’s form of RSU award agreement was filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the SEC on February 19, 2020.

There are no other arrangements or understandings between Mr. Colpitts and any other persons pursuant to which Mr. Colpitts was named Vice President, Finance of SCILLC and Chief Accounting Officer of SCILLC and the Company. Mr. Colpitts does not have any family relationship with any of the Company’s directors or executive officers or any persons nominated or chosen by the Company to be a director or executive officer. Mr. Colpitts does not have any direct or indirect interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.