ONON Semiconductor

Independence Determination

“Our Corporate Governance Principles require that we seek to have, at a minimum, a majority of independent directors to comply at all times with relevant and applicable SEC, Nasdaq and other rules and regulations. Currently, the Board has affirmatively determined that each member of our Board, other than our President and CEO, Mr. El-Khoury, is an independent director under Nasdaq listing standards. The Audit, HCC and GS Committees are composed entirely of independent directors and each member of the Audit and HCC Committees qualifies as independent under the Nasdaq listing standards for independence specific to that particular committee.”

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Transactions and Relationships Considered in Independence Determinations

“To determine independence, the Nasdaq listing standard’s definition of independence employs a series of objective tests, which include that the director is not an onsemi employee and that the director must not have engaged in certain types of business dealings with us. Additionally, the Board must make a subjective determination that no relationship exists with respect to each non-employee director which, in the opinion of the Board, would interfere with his or her exercise of independent judgment in carrying out the responsibilities of a director. In making such determinations, the Board reviewed and discussed information provided by each individual who served as a director during 2025 and our Legal Department with regard to each director’s business and other outside activities as they may relate to onsemi and our management. This information included commercial transactions that we entered into, or proposed entering into, in fiscal year 2025 with Itron, Inc., Stanley Black & Decker, Western Digital Corporation, Lumentum Holdings Inc. and the Semiconductor Industry Association. Certain of our non-employee directors or their immediate family members have relationships with these companies. We consider each of these transactions to be at arm's length and in the ordinary course of business and, as discussed in greater detail below, none were determined to be related party transactions requiring disclosure under SEC rules or impairing independence. Based on this review and consistent with our independence criteria, the Board has affirmatively determined that each of our current non-employee directors, six of whom are standing for re-election to our Board, is independent.”

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Related Party Transactions

“We have a written policy on related party transactions to which all employees and our non-employee directors are required to adhere. This policy provides for review and oversight requirements and related procedures with respect to transactions in which: (i) we were, are or will be a participant; (ii) the amount involved exceeds $120,000; and (iii) any related party had, has or will have a direct or indirect material interest. Our related party transaction policy defines “related party” more broadly than SEC rules. As set forth in the Audit Committee’s charter, certain related party transactions are submitted to the Audit Committee (or another independent body of the Board) for review and oversight. In addition, all related party transactions must be reviewed by our Finance Department, in conjunction with our Legal Department, for potential conflict of interest situations and related matters on an ongoing basis. When review and oversight by the Audit Committee (or other independent body) is required, the reviewing body must be provided the details of such transactions, including, but not limited to, the terms of the transaction, the business purpose of the transaction and the benefits to onsemi and to the other party. Our internal review process seeks to ensure that any related party transaction is conducted on an arm’s length basis and on terms that are fair and in the best interests of our stockholders. Since January 1, 2025, there have been no related party transactions required to be reported under SEC rules.”

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