Form 4: ON Semi Exec's RSU Grant and Tax Withholding Reported

ON Semiconductor's Group President, Simon Keeton, reported the grant of restricted stock units and subsequent share dispositions for tax obligations.

Summary

• Simon Keeton, Group President of PSG at ON Semiconductor Corp, received a grant of 26,046 common shares in the form of time-based restricted stock units (RSUs) on February 20, 2026.
• These RSUs will vest in three equal annual installments, commencing on the first anniversary of the grant date, contingent on continued employment.
• Keeton disposed of 3,130 common shares on February 20, 2026, and an additional 7,788 common shares on February 21, 2026, to cover tax obligations arising from the vesting of restricted stock units.
• The shares disposed for tax purposes were valued at $69.11 per share.
• Following these transactions, Simon Keeton's direct beneficial ownership of common shares stands at 214,123.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a routine executive compensation event, reflecting standard practices for RSU grants and tax withholdings, which is generally neutral but indicates continued executive alignment.

Positives

• The grant of 26,046 restricted stock units aligns executive compensation with long-term shareholder interests and incentivizes continued performance.
• The vesting schedule over three years promotes executive retention and sustained commitment to the company's success.

Negatives

• The disposition of 10,918 shares (3,130 + 7,788) to cover tax liabilities reduces the executive's direct shareholding, though this is a standard practice for RSU vesting.

Risks

• The vesting of restricted stock units is subject to the reporting person's continued employment through the applicable vesting dates.
• The value of the vested shares is subject to market fluctuations of ON Semiconductor's common stock.

Future Outlook

The restricted stock units granted to Simon Keeton are scheduled to vest in three equal annual installments, beginning on the first anniversary of the grant date (February 20, 2027), subject to his continued employment.

Industry Context

StockSavvy.ai notes that insider transactions, particularly those involving restricted stock unit grants and subsequent tax-related share dispositions, are routine components of executive compensation packages within the semiconductor industry. These actions reflect standard practices for incentivizing and retaining key management personnel.

Comparison to Industry Standards

• Restricted stock unit grants are a prevalent form of long-term incentive compensation for executives across the technology and semiconductor sectors, similar to practices observed at companies like Intel, NVIDIA, and Qualcomm.
• The three-year annual vesting schedule is a common structure designed to align executive interests with shareholder value creation over a sustained period, consistent with global benchmarks for executive equity awards.
• The disposition of shares to cover tax liabilities upon RSU vesting is a standard and expected event, mirroring practices seen in executive compensation at major corporations worldwide.

Stakeholder Impact

• Shareholders: The RSU grant aligns executive incentives with long-term company performance, potentially benefiting shareholder value.
• Employees (Simon Keeton): Receives long-term equity compensation, subject to performance and continued employment.

Next Steps

• The first installment of the granted restricted stock units will vest on February 20, 2027, subject to Simon Keeton's continued employment.

Key Dates

Recommendation

This Form 4 reports standard executive compensation activities, specifically an RSU grant and subsequent tax-related share dispositions. It does not contain new information that would materially alter the fundamental investment thesis for ON Semiconductor, thus a 'hold' recommendation is appropriate for existing investors.

Keywords

ON Semiconductor, ON, Form 4, Insider Transaction, Restricted Stock Units, RSU, Simon Keeton, Executive Compensation, Share Grant, Tax Withholding