← Filings of SWKS
Tables in the 10-K/A of SKYWORKS SOLUTIONS, INC.
25 tables with numbers, filed Jan 26, 2024. 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 "$" or ")" in a cell of its own is joined to its number); no value is changed.
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Table 1 after “The base salary increases for fiscal year 2023 for each Named Executive Officer, as reflected in the table below, were based on the market-b”
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| FY2023 Base Salary ($) | FY2022 Base Salary ($) | Increase (%) |
| Liam K. Griffin | 1,175,000 | 1,130,000 | 4.0% |
| Kris Sennesael | 606,000 | 588,000 | 3.1% |
| Reza Kasnavi | 576,000 | 557,000 | 3.4% |
| Carlos S. Bori | 541,000 | 520,000 | 4.0% |
| Robert J. Terry | 540,000 | 522,000 | 3.4% |
Table 2 after “The following table shows the range of short-term incentive compensation that each Named Executive Officer could earn in fiscal year 2023 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 3 after “The performance goals established under the Incentive Plan for fiscal year 2023 were as follows:”
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| Revenue | Non-GAAP Operating Income | | |
| (in millions) | 1st Half | 2nd Half | 1st Half | 2nd Half |
| Threshold | $2,225 | $2,250 | $768 | $700 |
| Target | $2,475 | $2,500 | $888 | $820 |
| Maximum | $2,575 | $2,750 | $938 | $940 |
Table 4 after “The following table shows the Company’s achievement under the Incentive Plan:”
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| Revenue | Non-GAAP Operating Income | | |
| (in millions) | 1st Half | 2nd Half | 1st Half | 2nd Half |
| Threshold | $2,225 | $2,250 | $768 | $700 |
| Target | $2,475 | $2,500 | $888 | $820 |
| Maximum | $2,575 | $2,750 | $938 | $940 |
| Achieved | $2,482 | $2,290 | $877 | $725 |
Table 5 after “Committee’s decision to award a portion of the PSAs subject to metrics measured over a multi-year performance period more closely aligns the”
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| Name | Value of FY23 Stock-Based Award (1) | Number of Shares Subject to PSAs, at Target (2) | Number of Shares Subject to RSUs (2) |
| Liam K. Griffin | $13,000,000 | 87,976 | 58,651 |
| Kris Sennesael | $3,700,000 | 25,039 | 16,692 |
| Reza Kasnavi | $3,910,000 | 26,460 | 17,640 |
| Carlos S. Bori | $3,910,000 | 26,460 | 17,640 |
| Robert J. Terry | $3,220,000 | 21,791 | 14,527 |
Table 6 after “The “performance” condition of the FY23 PSAs compares the Company’s performance under three distinct metrics during the applicable performan”
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| Percentage of Aggregate Target Level Shares | Performance Period | Vesting |
| Target Level Shares with Respect to Emerging Revenue Growth Metric (1) | 25% | Fiscal Year 2023 | 100% at the End of Year Two |
| Target Level Shares with Respect to EBITDA Margin Percentile Ranking Metric (2) | 25% | Fiscal Years 2023–2024 | 100% at the End of Year Two |
| Target Level Shares with Respect to TSR Percentile Ranking Metric (3) | 50% | Fiscal Years 2023–2025 | 100% at the End of Year Three |
Table 7 after “The specific pre-established performance goals under the emerging revenue growth, EBITDA margin percentile ranking and TSR percentile rankin”
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| Company Metric | Threshold | Target | Maximum |
| 1-year Emerging Revenue Growth (%) | 2.5% | 5.0% | 7.5% |
| 2-year EBITDA Margin Percentile Ranking | 25th | 55th | 75th |
| 3-year TSR Percentile Ranking | 25th | 55th | 90th |
Table 8 after “The number of shares issuable under the FY23 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 EBITDA Margin Percentile Ranking Metric | 50% | 100% | 200% |
| % of Target Level Shares Earned with Respect to TSR Percentile Ranking Metric | 50% | 100% | 300% |
Table 9 after “The “continued employment” condition of the FY23 PSAs provides that, to the extent that the performance goals are met, the shares earned und”
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| Anniversary of Grant Date (1) | |
| Two Year | Three Year |
| % of Shares Earned with Respect to Emerging Revenue Growth Metric | 100% | |
| % of Shares Earned with Respect to EBITDA Margin Percentile Ranking Metric | 100% | |
| % of Shares Earned with Respect to TSR Percentile Ranking Metric | | 100% |
Table 10 after “As summarized in the table below of the annual PSA grants made to Named Executive Officers since our fiscal year ended September 28, 2018 (“”
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| PSA Fiscal Year | Grant Date | 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 | 0% | | |
First 8 of 17 rows. The CSV has all of them.
Table 11 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 | 96,900 |
| Chief Financial Officer | 2.5 | 21,000 |
| Senior Vice President, Technology and Manufacturing | 2.5 | 19,900 |
| Senior Vice President, Sales and Marketing | 2.5 | 18,600 |
| Senior Vice President and General Counsel | 2.5 | 18,600 |
Table 12 after “The following table summarizes compensation earned by, or awarded or paid to, our Named Executive Officers for fiscal year 2023, fiscal year”
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| Name and Principal Position | Year | Salary($) | StockAwards($)(1) | Non-EquityIncentive PlanCompensation($)(2) | All OtherCompensation($)(3) | Total($) |
| Liam K. Griffin | 2023 | 1,170,502 | 14,554,926 | 1,509,604 | 26,404 | 17,261,436 |
| Chairman, Chief Executive Officer | 2022 | 1,124,289 | 13,087,793 | 2,423,906 | 31,174 | 16,667,162 |
| and President | 2021 | 1,070,223 | 11,612,745 | 3,440,000 | 27,453 | 16,150,421 |
| Kris Sennesael | 2023 | 604,200 | 4,142,435 | 486,606 | 20,921 | 5,254,162 |
| Senior Vice President and | 2022 | 585,092 | 4,131,556 | 788,306 | 17,384 | 5,522,338 |
| Chief Financial Officer | 2021 | 556,885 | 3,589,223 | 1,120,000 | 15,203 | 5,281,311 |
| Reza Kasnavi(4) | 2023 | 574,100 | 4,377,587 | 370,013 | 35,936 | 5,357,636 |
First 8 of 16 rows. The CSV has all of them.
Table 13 after “The following table summarizes all grants of plan-based awards made to the Named Executive Officers in fiscal year 2023, including incentive”
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| | Estimated Future Payouts UnderNon-Equity Incentive PlanAwards(1) | Estimated Future PayoutsUnder Equity Incentive PlanAwards(2) | All OtherStockAwards:Number of Shares ofStock Or Units(#)(3) | GrantDate FairValue ofStock and OptionAwards ($) | | | | |
| Name | GrantDate | Threshold($) | Target($) | Maximum($) | Threshold(#) | Target(#) | Maximum(#) | | |
| Liam K. Griffin | | 940,000 | 1,880,000 | 3,760,000 | | | | | |
| 11/08/2022 | | | | 43,988 | 87,976 | 219,940 | | 9,354,928(4) |
| 11/08/2022 | | | | | | | 58,651 | 5,199,998(5) |
| Kris Sennesael | | 303,000 | 606,000 | 1,212,000 | | | | | |
| 11/08/2022 | | | | 12,519 | 25,039 | 62,597 | | 2,662,522(4) |
| 11/08/2022 | | | | | | | 16,692 | 1,479,913(5) |
First 8 of 17 rows. The CSV has all of them.
Table 14 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 ofSecuritiesUnderlyingUnexercisedOptions(#)Exercisable | Number ofSecuritiesUnderlyingUnexercisedOptions(#)Unexercisable | OptionExercisePrice($) | OptionExpirationDate | Numberof Sharesor Unitsof StockthatHaveNotVested(#) | MarketValue ofSharesor Unitsof StockthatHave NotVested($)(1) | EquityIncentivePlanAwards:Numberof UnearnedShares,Units orotherRightsthat HaveNot Vested(#) | EquityIncentivePlanAwards:Market orPayoutValue ofUnearnedShares,Units orother Rightsthat HaveNot Vested($)(1) |
| Liam K. Griffin | | | | | 10,129(2) | 998,618 | 11,468(8) | 1,130,630 |
| | | | | 15,291(3) | 1,507,540 | 11,930(9) | 1,176,179 |
| | | | | 23,859(4) | 2,352,259 | 87,976(10) | 8,673,553 |
| | | | | 58,651(5) | 5,782,402 | | |
| | | | | 39,726(6) | 3,916,586 | | |
| | | | | 43,988(7) | 4,336,777 | | |
First 8 of 32 rows. The CSV has all of them.
Table 15 after “The following table summarizes the Named Executive Officers’ option exercises and stock award vesting during fiscal year 2023.”
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| Option Awards | Stock Awards | | |
| Name | Number of SharesAcquired on Exercise(#) | Value Realizedon Exercise($)(1) | Number of SharesAcquired on Vesting(#) | Value Realizedon Vesting($)(2) |
| Liam K. Griffin | 13,211 | 348,977 | 60,765 | 5,649,836 |
| Kris Sennesael | 40,000 | 1,242,374 | 18,591 | 1,729,714 |
| Reza Kasnavi | — | — | 16,768 | 1,566,232 |
| Carlos S. Bori | — | — | 16,503 | 1,533,838 |
| Robert J. Terry | — | — | 14,204 | 1,324,298 |
Table 16 after “The accelerated equity values in the table reflect a price of $98.59 per share, which was the closing sale price of the Company’s common sto”
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| Name | Benefit | Terminationw/o CauseOutsideChange inControl($)(1) | Terminationw/o Causeor for GoodReason,AfterChange inControl ($) | Death/Disability($) |
| Liam K. Griffin(2) | Salary and Short-Term Incentive | 7,307,804(3) | 9,134,755(4) | — |
| Accelerated RSUs | 10,640,818 | 10,640,818 | 10,640,818 |
| Accelerated PSAs (5) | 21,367,114 | 21,367,114 | 21,367,114 |
| Medical | 35,842 | 43,010 | — |
| TOTAL | 39,351,578 | 41,185,697 | 32,007,932 |
| Kris Sennesael(2) | Salary and Short-Term Incentive | 606,000(6) | 2,113,153(7) | — |
| Accelerated RSUs | — | 3,173,711 | 3,173,711 |
First 8 of 26 rows. The CSV has all of them.
Table 17 after “The following table summarizes the compensation paid to the Company’s non-employee directors for fiscal year 2023.”
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| Name | Fees Earnedor Paid in Cash($) | StockAwards($)(1)(2) | Total($) |
| Christine King, Lead Independent Director | 165,000 | 225,006 | 390,006 |
| Alan S. Batey | 90,000 | 225,006 | 315,006 |
| Kevin L. Beebe | 95,000 | 225,006 | 320,006 |
| Eric J. Guerin | 90,426 | 225,006 | 315,432 |
| Suzanne E. McBride | 87,500 | 225,006 | 312,506 |
| David P. McGlade | 117,500 | 225,006 | 342,506 |
| Robert A. Schriesheim | 105,000 | 225,006 | 330,006 |
First 8 of 9 rows. The CSV has all of them.
Table 18 after “(1) The non-employee members of the Board of Directors who were directors on September 29, 2023 held the following aggregate number of unexe”
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| Name | Number of Securities Underlying Unexercised Options | Number of SharesSubject toUnvested RSUs |
| Christine King, Lead Independent Director | — | 2,078 |
| Alan S. Batey | — | 2,078 |
| Kevin L. Beebe | — | 2,078 |
| Eric J. Guerin | — | 2,971 |
| Suzanne E. McBride | — | 2,976 |
| David P. McGlade | — | 2,078 |
| Robert A. Schriesheim | — | 2,078 |
First 8 of 9 rows. The CSV has all of them.
Table 19 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 SharesBeneficially Owned(2) | Percent of Class |
| The Vanguard Group, Inc. | 18,248,544(3) | 11.4% |
| BlackRock, Inc. | 14,750,420(4) | 9.2% |
| Alan S. Batey | 7,645 | (*) |
| Kevin L. Beebe | 51,855 | (*) |
| Carlos S. Bori | 47,935(5) | (*) |
| Eric J. Guerin | 2,794 | (*) |
| Liam K. Griffin | 142,186(5) | (*) |
First 8 of 17 rows. The CSV has all of them.
Table 20 after “The following table presents information about these plans as of September 29, 2023.”
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| Plan Category | Number of Securities to beIssued Upon Exercise ofOutstanding Options,Warrants, and Rights (#)(a) | Weighted AverageExercise Price ofOutstanding Options,Warrants, and Rights ($)(b) | Number of SecuritiesRemaining Available forFuture Issuance UnderEquity CompensationPlans (ExcludingSecurities Reflected inColumn (a)) (#)(c) |
| Equity compensation plans approved by security holders | 27,123(1) | 71.50 | 10,296,058(2) |
| Equity compensation plans not approved by security holders | — | — | 173,128(3) |
| TOTAL | 27,123 | 71.50 | 10,469,186 |
Table 21 after “) provided audit services to the Company consisting of the annual audit of the Company’s 2023 consolidated financial statements contained in”
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| Fee Category | Fiscal Year2023 ($) | % ofTotal (%) | Fiscal Year2022 ($) | % ofTotal (%) |
| Audit Fees(1) | 2,421,240 | 97.0 | 2,479,240 | 98.5 |
| Audit-Related Fees(2) | 43,974 | 1.7 | - | - |
| Tax Fees(3) | 32,000 | 1.3 | 38,838 | 1.5 |
| Total Fees | 2,497,214 | 100 | 2,518,078 | 100 |
Table 22 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 38 |
| Consolidated Statements of Operations for the three years ended September 29, 2023 | Page 40 |
| Consolidated Statements of Comprehensive Income for the three years ended September 29, 2023 | Page 41 |
| Consolidated Balance Sheets at September 29, 2023 and September 30, 2022 | Page 42 |
| Consolidated Statements of Cash Flows for the three years ended September 29, 2023 | Page 43 |
| Consolidated Statements of Stockholders’ Equity for the three years ended September 29, 2023 | Page 44 |
| Notes to Consolidated Financial Statements | Pages 45 through 63 |
First 8 of 11 rows. The CSV has all of them.
| 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 | 10-Q | 001-05560 | 3.1 | 8/8/2023 |
| 3.2 | Fourth Amended and Restated By-laws | 8-K | 001-05560 | 3.1 | 5/12/2023 |
| 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 24 rows. The CSV has all of them.
| 10.14* | Second Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Liam Griffin | 10-Q | 001-05560 | 10.1 | 8/8/2023 |
| 10.15* | Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Kris Sennesael | 10-Q | 001-05560 | 10.2 | 8/8/2023 |
| 10.16* | Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Robert J. Terry | 10-Q | 001-05560 | 10.3 | 8/8/2023 |
| 10.17* | Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Carlos S. Bori | 10-Q | 001-05560 | 10.4 | 8/8/2023 |
| 10.18* | Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Kari A. Durham | 10-Q | 001-05560 | 10.5 | 8/8/2023 |
| 10.19* | Amended and Restated Change in Control / Severance Agreement, dated May 10, 2023, between the Company and Reza Kasnavi | 10-Q | 001-05560 | 10.6 | 8/8/2023 |
| 10.20 | Debt Commitment Letter, dated as of April 22, 2021, by and between Skyworks Solutions, Inc., and JPMorgan Chase Bank, N.A | 8-K | 001-05560 | 10.1 | 4/22/2021 |
| 10.21^ | Term Credit Agreement, dated as of May 21, 2021, among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as the administrative agent | 8-K | 001-05560 | 10.1 | 5/26/2021 |
First 8 of 15 rows. The CSV has all of them.
| 31.3 | Certification of the Company’s Chief Executive Officer pursuant to Securities and Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | | | | X |
| 31.4 | Certification of the Company’s Chief Financial Officer pursuant to Securities and Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | | | | X |
| 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 | 11/17/2023 | |
| 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 | 11/17/2023 | |
| 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 |
First 8 of 11 rows. The CSV has all of them.