← Filings of SWKS
Tables in the 10-K/A of SKYWORKS SOLUTIONS, INC.
27 tables with numbers, filed Jan 28, 2022. Each one downloads as a CSV for Excel or
Google Sheets, with the filing's address in the last row. Only the layout is tidied (a "$" or ")" in a cell of its own is joined to its number); no value is changed.
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| November 2019 One-Time Awards | No one-time awards granted to Named Executive Officers in 2020 or 2021 and no future one-time grants anticipated |
| Long-Term Equity: FY 2022 Performance Share Award Design | Transitioned from design win metric (non-disclosable) to relative EBITDA margin metric (disclosable) |
| Extended performance period to two years for relative EBITDA margin metric | |
| Extended vesting period to two years for one-year emerging revenue growth metric | |
| Set target performance at 55th percentile of peer group for both relative EBITDA margin and total stockholder return (“TSR”) metrics | |
| Compensation Peer Group | Adjusted peer group to remove certain large comparator companies and improve comparability |
| Clawback Policy | Committed to adopting comprehensive clawback policy to align with forthcoming SEC rulemaking |
Table 2 after “The Compensation Committee determines a competitive base salary for each executive officer using the Comparator Group data and input provide”
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| FY2021 Base Salary ($) | FY2020 Base Salary ($) |
| Liam K. Griffin | 1,075,000 | 1,029,000 |
| Kris Sennesael | 560,000 | 530,000 |
| Carlos S. Bori | 475,000 | 457,000 |
| Robert J. Terry | 492,000 | 473,000 |
| Karilee A. Durham | 450,000 | 432,000 |
Table 3 after “The following table shows the range of short-term incentive compensation that each Named Executive Officer could earn in fiscal year 2021 as”
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| Threshold | Target | Maximum |
| Chief Executive Officer | 80% | 160% | 320% |
| Chief Financial Officer | 50% | 100% | 200% |
| Other Executive Officers | 40% | 80% | 160% |
Table 4 after “The performance goals established under the Incentive Plan for fiscal year 2021 were as follows:”
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| Revenue | Non-GAAP EBITDA | | |
| (in millions) | 1st Half | 2nd Half | 1st Half | 2nd Half |
| Threshold | $1,700 | $2,018 | $730 | $855 |
| Target | $1,835 | $2,168 | $795 | $940 |
| Maximum | $1,900 | $2,318 | $825 | $1,025 |
Table 5 after “The following table shows the Company’s achievement under the Incentive Plan:”
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| Revenue | Non-GAAP EBITDA | | |
| (in millions) | 1st Half | 2nd Half | 1st Half | 2nd Half |
| Threshold | $1,700 | $2,018 | $730 | $855 |
| Target | $1,835 | $2,168 | $795 | $940 |
| Maximum | $1,900 | $2,318 | $825 | $1,025 |
| Achieved | $2,682 | $2,367 | $1,226 | $1,050 |
Table 6 after “In making annual stock-based compensation awards to executive officers for fiscal year 2021, the Compensation Committee first reviewed the C”
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| Name | Value of FY21 Stock-Based Award (1) | Number of Shares Subject to PSAs, at Target (2) | Number of Shares Subject to RSUs (2) |
| Liam K. Griffin | $11,000,000 | 45,874 | 30,583 |
| Kris Sennesael | $3,400,000 | 14,179 | 9,452 |
| Carlos S. Bori | $2,900,000 | 12,094 | 8,062 |
| Robert J. Terry | $2,700,000 | 11,260 | 7,506 |
| Karilee A. Durham | $1,900,000 | 7,923 | 5,282 |
Table 7 after “The “performance” condition of the FY21 PSAs compares the Company’s performance under three distinct performance metrics during the applicab”
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| Percentage of Aggregate Target Level Shares | Performance Period |
| Target Level Shares with Respect to Emerging Revenue Growth Metric (1) | 25% | Fiscal Year 2021 |
| Target Level Shares with Respect to Design Win Metric (2) | 25% | Fiscal Year 2021 |
| Target Level Shares with Respect to TSR Percentile Ranking Metric (3) | 50% | Fiscal Years 2021–2023 |
Table 8 after “The specific pre-established targets under the emerging revenue growth and TSR percentile ranking metrics are as follows:”
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| Company Metric (1) | Threshold | Target | Maximum |
| 1-year Emerging Revenue Growth (%) | 0.0% | 15.0% | 30.0% |
| 3-year TSR Percentile Ranking | 25th | 55th | 90th |
Table 9 after “The number of shares issuable under the FY21 PSAs corresponds to the level of achievement of the performance goals, as follows (subject to l”
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| Performance Achieved | | |
| Threshold | Target | Maximum |
| % of Target Level Shares Earned with Respect to Emerging Revenue Growth Metric | 50% | 100% | 200% |
| % of Target Level Shares Earned with Respect to Design Win Metric | 50% | 100% | 200% |
| % of Target Level Shares Earned with Respect to TSR Percentile Ranking Metric | 50% | 100% | 300% |
Table 10 after “The “continued employment” condition of the FY21 PSAs provides that, to the extent that the performance metrics are met, the shares earned u”
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| Anniversary of Grant Date (1) | | |
| One Year | Two Year | Three Year |
| % of Shares Earned with Respect to Emerging Revenue Growth Metric | 50% | 50% | |
| % of Shares Earned with Respect to Design Win Metric | 50% | 50% | |
| % of Shares Earned with Respect to TSR Percentile Ranking Metric | | | 100% |
| PSA Fiscal Year | Grant Date | Performance Metric | Performance Period | Achieved (% of Target) |
| FY18 | 11/7/2017 | Non-GAAP EBITDA Growth | FY18 | 99.8% |
| 3-year TSR Percentile Ranking | FY18–FY20 | 0% | | |
| FY19 | 11/6/2018 | Non-GAAP EBITDA Growth | FY19 | 0% |
| 3-year TSR Percentile Ranking | FY19–FY21 | 74.1% | | |
| FY20 | 11/5/2019 | Emerging Revenue Growth | FY20 | 200% |
| Design Wins | FY20 | 200% | | |
| 3-year TSR Percentile Ranking | FY20–FY22 | Performance Period in Progress (1) | | |
First 8 of 11 rows. The CSV has all of them.
Table 12 after “of (a) the number of shares with a fair market value equal to the applicable multiple of such executive’s current base salary, or (b) the ap”
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| Multiple of Annual Base Salary (1) | Shares |
| Chief Executive Officer | 6 | 107,500 |
| Chief Financial Officer | 2.5 | 23,300 |
| Senior Vice President, Sales and Marketing | 2.5 | 19,800 |
| Senior Vice President and General Counsel | 2.5 | 20,500 |
| Senior Vice President, Human Resources | 2.5 | 18,800 |
Table 13 after “The following table summarizes compensation earned by, or awarded or paid to, our Named Executive Officers for fiscal year 2021, our fiscal ”
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| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) |
| Liam K. Griffin | 2021 | 1,070,223 | 11,612,745 | 3,440,000 | 27,453 | 16,150,421 |
| Chairman, Chief Executive Officer | 2020 | 1,043,888 | 17,430,589 | 3,292,800 | 33,162 | 21,800,439 |
| and President | 2019 | 972,000 | 11,658,937 | 1,011,257 | 18,399 | 13,660,593 |
| Kris Sennesael | 2021 | 556,885 | 3,589,223 | 1,120,000 | 15,203 | 5,281,311 |
| Senior Vice President and | 2020 | 537,192 | 5,677,593 | 1,060,000 | 18,591 | 7,293,376 |
| Chief Financial Officer | 2019 | 496,000 | 3,264,443 | 322,467 | 15,352 | 4,098,262 |
| Carlos S. Bori | 2021 | 473,131 | 3,061,420 | 760,000 | 17,154 | 4,311,705 |
First 8 of 16 rows. The CSV has all of them.
| | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Stock Or | Grant Date Fair Value of Stock and | | | | |
| Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Units (#)(3) | Option Awards ($) |
| Liam K. Griffin | | 860,000 | 1,720,000 | 3,440,000 | | | | | |
| 11/11/2020 | | | | 22,937 | 45,874 | 114,685 | | 7,212,769(4) |
| 11/11/2020 | | | | | | | 30,583 | 4,399,976(5) |
| Kris Sennesael | | 280,000 | 560,000 | 1,120,000 | | | | | |
| 11/11/2020 | | | | 7,089 | 14,179 | 35,447 | | 2,229,364(4) |
| 11/11/2020 | | | | | | | 9,452 | 1,359,859(5) |
First 8 of 17 rows. The CSV has all of them.
Table 15 after “The following table summarizes the unvested stock awards and all stock options held by the Named Executive Officers as of the end of fiscal ”
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| Option Awards | Stock Awards | | | | | | |
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or other Rights that Have Not Vested ($)(1) |
| Liam K. Griffin | 13,211(2) | — | 77.66 | 11/9/2023 | 26,914(2) | 4,411,743 | 91,164(10) | 14,943,603 |
| | | | | 30,388(3) | 4,981,201 | 11,468(11) | 1,879,835 |
| | | | | 94,965(4) | 15,566,663 | | |
| | | | | 45,874(5) | 7,519,666 | | |
| | | | | 6,193(6) | 1,015,157 | | |
| | | | | 24,200(7) | 3,966,864 | | |
First 8 of 31 rows. The CSV has all of them.
| 7,900(8) | 1,294,968 | | |
| 6,077(12) | 996,142 | | |
| 7,506(9) | 1,230,384 | | |
| Karilee A. Durham | 2,960(2) | 485,203 | 16,410(10) | 2,689,927 |
| 5,468(3) | 896,315 | 1,980(11) | 324,562 |
| 7,924(4) | 1,298,902 | | |
| 4,426(13) | 725,510 | | |
| 2,662(7) | 436,355 | | |
First 8 of 11 rows. The CSV has all of them.
Table 17 after “The following table summarizes the Named Executive Officers’ option exercises and stock award vesting during fiscal year 2021.”
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| Option Awards | Stock Awards | | |
| Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) |
| Liam K. Griffin | — | — | 62,677 | 9,271,879 |
| Kris Sennesael | — | — | 28,055 | 4,161,448 |
| Carlos S. Bori | 15,938 | 1,700,702 | 24,864 | 3,686,040 |
| Robert J. Terry | 1,750 | 128,203 | 20,678 | 3,064,656 |
| Karilee A. Durham | — | — | 17,105 | 2,722,837 |
| Name | Benefit | Termination w/o Cause Outside Change in Control ($)(1) | Termination w/o Cause or for Good Reason, After Change in Control ($) | Death/ Disability ($) |
| Liam K. Griffin(2) | Salary and Short-Term Incentive | 5,875,814(3) | 7,344,767 (4) | — |
| Accelerated RSUs | 14,976,387 | 14,976,387 | 14,976,387 |
| Accelerated PSAs (5) | 44,142,836 | 44,142,836 | 44,142,836 |
| Medical | 27,458 | 32,950 | — |
| TOTAL | 65,022,495 | 66,496,940 | 59,119,223 |
| Kris Sennesael(2) | Salary and Short-Term Incentive | 560,000(6) | 1,715,904(7) | — |
| Accelerated RSUs | — | 6,018,978 | 6,018,978 |
First 8 of 26 rows. The CSV has all of them.
Table 19 after “The following table summarizes the compensation paid to the Company’s non-employee directors for fiscal year 2021.”
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| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) |
| David J. Aldrich, Former Chairman of the Board (3) | 126,154 | — | 126,154 |
| Christine King, Lead Independent Director | 160,000 | 175,099 | 335,099 |
| Alan S. Batey | 82,500 | 175,099 | 257,599 |
| Kevin L. Beebe | 90,000 | 175,099 | 265,099 |
| Timothy R. Furey | 97,500 | 175,099 | 272,599 |
| David P. McGlade | 115,000 | 175,099 | 290,099 |
| Robert A. Schriesheim | 100,000 | 175,099 | 275,099 |
First 8 of 9 rows. The CSV has all of them.
Table 20 after “(1) The non-employee members of the Board of Directors who held such positions on October 1, 2021, held the following aggregate number of un”
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| Name | Number of Securities Underlying Unexercised Options | Number of Shares Subject to Unvested RSUs |
| Christine King, Lead Independent Director | — | 1,084 |
| Alan S. Batey | — | 1,924 |
| Kevin L. Beebe | — | 1,084 |
| Timothy R. Furey | — | 1,084 |
| David P. McGlade | — | 1,084 |
| Robert A. Schriesheim | — | 1,084 |
| Kimberly S. Stevenson | — | 1,084 |
Table 21 after “In computing the number of shares of Company common stock beneficially owned by a person and the percentage ownership of that person, shares”
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| Names and Addresses of Beneficial Owners(1) | Number of Shares Beneficially Owned(2) | Percent of Class |
| The Vanguard Group, Inc. | 17,911,518(3) | 10.75% |
| BlackRock, Inc. | 15,290,274(4) | 9.17% |
| Alan S. Batey | 3,821 | (*) |
| Kevin L. Beebe | 56,870 | (*) |
| Carlos S. Bori | 25,818(5) | (*) |
| Karilee A. Durham | 13,632 | (*) |
| Timothy R. Furey | 18,758 | (*) |
First 8 of 16 rows. The CSV has all of them.
Table 22 after “The following table presents information about these plans as of October 1, 2021.”
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| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (#)(a) | Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights ($)(b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (#)(c) |
| Equity compensation plans approved by security holders | 187,254(1) | 74.68 | 15,929,067(2) |
| Equity compensation plans not approved by security holders | — | — | 344,841(3) |
| TOTAL | 187,254 | 74.68 | 16,273,908 |
Table 23 after “KPMG LLP provided audit services to the Company consisting of the annual audit of the Company’s 2021 consolidated financial statements conta”
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| Fee Category | Fiscal Year 2021 ($) | % of Total (%) | Fiscal Year 2020 ($) | % of Total (%) |
| Audit Fees(1) | 2,656,000 | 92.7 | 2,437,150 | 95.5 |
| Tax Fees(2) | 210,000 | 7.3 | 115,115 | 4.5 |
| Total Fees | 2,866,000 | 100 | 2,552,265 | 100 |
Table 24 after “(a) The following are filed as part of this Annual Report on Form 10-K:”
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| 1. | Index to Financial Statements | Page number of the Original Filing |
| Report of Independent Registered Public Accounting Firm | Page 37 |
| Consolidated Statements of Operations for the three years ended October 1, 2021 | Page 39 |
| Consolidated Statements of Comprehensive Income for the three years ended October 1, 2021 | Page 40 |
| Consolidated Balance Sheets at October 1, 2021, and October 2, 2020 | Page 41 |
| Consolidated Statements of Cash Flows for the three years ended October 1, 2021 | Page 42 |
| Consolidated Statements of Stockholders’ Equity for the three years ended October 1, 2021 | Page 43 |
| Notes to Consolidated Financial Statements | Pages 44 through 63 |
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| Exhibit Number | Exhibit Description | Form | Incorporated by Reference | Filed Herewith | |
| File No. | Exhibit | Filing Date | | | |
| 2.1^ | Asset Purchase Agreement, dated as of April 22, 2021, by and between Skyworks Solutions Inc., and Silicon Laboratories Inc. | 8-K | 001-05560 | 2.1 | 4/22/2021 |
| 3.1 | Restated Certificate of Incorporation, as Amended | 10-Q | 001-05560 | 3.1 | 8/3/2016 |
| 3.2 | Third Amended and Restated By-laws, as Amended | 10-Q | 001-05560 | 3.1 | 4/30/2021 |
| 4.1 | Specimen Certificate of Common Stock | S-3 | 333-92394 | 4 | 7/15/2002 |
| 4.2 | Description of Capital Stock | 10-K | 001-05560 | 4.2 | 11/14/2019 |
| 4.3 | Indenture, dated as of May 26, 2021, by and between the Company and U.S. Bank National Association | 8-K | 001-05560 | 4.1 | 5/26/2021 |
First 8 of 21 rows. The CSV has all of them.
| 10.11* | Form of Restricted Stock Unit Agreement under the Company’s 2015 Long-Term Incentive Plan | 10-Q | 001-05560 | 10.4 | 8/5/2015 | |
| 10.12*^ | Fiscal Year 2021 Executive Incentive Plan | 10-Q | 001-05560 | 10.1 | 1/29/2021 | |
| 10.13* | Skyworks Solutions, Inc. Cash Compensation Plan for Directors | 10-Q | 001-05560 | 10.1 | 5/5/2020 | |
| 10.14* | Amended and Restated Change in Control / Severance Agreement, dated May 11, 2016, between the Company and Liam Griffin | 10-Q | 001-05560 | 10.2 | 8/3/2016 | |
| 10.15* | Change in Control / Severance Agreement, dated August 29, 2016, between the Company and Kris Sennesael | 10-K | 001-05560 | 10.32 | 11/22/2016 | |
| 10.16* | Change in Control / Severance Agreement, dated November 10, 2016, between the Company and Robert J. Terry | 10-Q | 001-05560 | 10.2 | 2/7/2017 | |
| 10.17* | Change in Control / Severance Agreement, dated November 9, 2016, between the Company and Carlos S. Bori | 10-K | 001-05560 | 10.27 | 11/13/2017 | |
| 10.18* | Change in Control / Severance Agreement, dated April 13, 2018, between the Company and Kari A. Durham | 10-Q | 001-05560 | 10.2 | 1/24/2020 | |
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| 32.1 | Certification of the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 10-K | 001-05560 | 32.1 | 11/24/2021 | |
| 32.2 | Certification of the Company’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 10-K | 001-05560 | 32.2 | 11/24/2021 | |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | | | | | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | | | | | X |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | | | | X |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | | | | | X |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | | | | | X |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | | | | X |
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