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NXP Semiconductors N.V. NXPI

Comparing the 2025 proxy against the 2026 proxy.

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CEO total Δ

-$17,318,609

-83.7% year-over-year

Peer churn

Members added or dropped across all peer groups

Policy + metric churn

Disclosures whose value moved or appeared/disappeared

Peer groups

Peer disclosure

No peer groups were extracted from either filing.

Executive pay

Named executive compensation

Executive	Status	From	To	Δ Total	Δ %	Δ At-risk
Kurt SieversFormer Executive Director, President and Chief Executive Officer	ChangedCEO	$20,694,772 2024	$3,376,163 2025	-$17,318,609	-83.7%	-63.2 pp
Rafael SotomayorExecutive Director, President and Chief Executive Officer	AddedCEO	—	$14,736,019 2025	—	—	—
Jennifer WuamettExecutive Vice President, General Counsel and Chief Sustainability Officer	Changed	$4,178,192 2024	$3,983,719 2025	-$194,473	-4.7%	-1.1 pp
Christopher JensenExecutive Vice President and Chief People Officer	Changed	$4,094,698 2024	$4,242,435 2025	+$147,737	+3.6%	-0.1 pp
Andrew MicallefExecutive Vice President and Chief Operations and Manufacturing Officer	Changed	$4,148,676 2024	$4,292,457 2025	+$143,781	+3.5%	-0.1 pp
William BetzExecutive Vice President, Chief Financial Officer	Changed	$4,882,469 2024	$4,867,572 2025	-$14,897	-0.3%	-0.9 pp

Governance

Policy guardrails

change in control
Unchanged
Not extracted → Not extracted
“Change of Control Policy”
clawback
Unchanged
present → present
“Clawback Policy”
compensation committee
Unchanged
Human Resources and Compensation Committee → Human Resources and Compensation Committee
“NXP Human Resources and Compensation Committee”
compensation consultant
Unchanged
independent → independent
“independent compensation consultant and with management to examine the effectiveness of the Company’s executive compensation program throughout the year”
hedging
Unchanged
Not extracted → Not extracted
“Derivatives Trading, Hedging, and Pledging Policies”
pledging
Unchanged
Not extracted → Not extracted
“No NXP employee or director may engage in hedging, pledging, hypothecating (including holding in margin accounts), or short selling NXP securities, or causing any other person to do so.”
stock ownership guidelines
Unchanged
present → present
“share ownership requirements as well as non-competition and non-solicitation requirements”

Performance markers

Metric facts

ceo pay ratio
Changed
441 to 1 → 268 to 1
Numeric delta: -173.00
“employee of NXP (other than our Chief Executive Officer) in 2025 was $53,654. The annual total compensation for our Chief Executive Officer was $14,736,019. We used the total compensation for Mr. Sotomayor, our President…”
median employee compensation
Changed
$46,891 → $53,654
Numeric delta: +6763.00
“CEO Pay Ratio Disclosure The annual total compensation for the median employee of NXP (other than our Chief Executive Officer) in 2025 was $53,654. The annual total compensation for our Chief Executive Officer was $14,73…”
performance equity mix
Added
Not extracted → 200%
“Performance-based RSUs have a maximum performance factor of 200%, or 100% if TSR is negative regardless of relative performance”
revenue
Changed
$21 billion → $22 billion
Numeric delta: +1000000000.00
“our independent executive compensation consultant, when making decisions throughout the year. Compensation Philosophy As previously described in the ‘Corporate Governance’ section of this proxy statement, our long-term s…”
time equity mix
Unchanged
30% → 30%
Numeric delta: 0.00
“In accordance with our pay for performance philosophy, the time-based RSUs represent 30% of the LTI award grant value.”

Narrative

CD&A prose similarity

Coarse measure of how much the compensation discussion text moved year-over-year. Not a substitute for reading the actual filings.

41% shingled-prose overlap between the two filings.

2025: 60,421 chars · 2026: 63,453 chars

Committee Report:92% overlap (475 → 475 chars)
Pay Ratio (Item 402(u)):40% overlap (2,275 → 2,326 chars)
Say-on-Pay proposal:3% overlap (25,000 → 25,000 chars)

2025 proxy on SEC ↗2026 proxy on SEC ↗

Narrative

What actually changed in the CD&A

Sentence-level diff between the two filings. New disclosures appear first, then sentences whose wording shifted, then sentences the prior year had that are no longer present.

110 new103 changed74 removed205 unchanged

changedDedicated Wearecommittedto pioneering solutions together with our team members, customers, partners and stakeholders, we purposetobringtogetherbrightmindstocreate breakthrough technologies that make the connected world better, safer and more secure.
newWe are committed to bringing intelligent systems to the edge in Automotive and Industrial, driving resilient profitability, and fostering a culture of innovation and growth.
newOur strong leadership team is key to our ability to deliver results and forge the future.
new2025 brought changes to our leadership team, including to our Named Executive Officers, with the retirement of Kurt Sievers, our former President and Chief Executive Officer ("CEO").
changedThis Compensation Discussion and Analysis (“CD&A”) describes our 2025 2024executive compensation program for the following executive officers (collectively, the “Named Executive Officers” or “NEOs”):
newNameTitleRafael SotomayorExecutive Director, President and Chief Executive Officer1William BetzExecutive Vice President and Chief Financial OfficerChristopher JensenExecutive Vice President and Chief People OfficerAndrew MicallefExecutive Vice President and Chief Operations and Manufacturing OfficerJennifer WuamettExecutive Vice President, General Counsel, Corporate Secretary and Chief Sustainability OfficerKurt SieversFormer President and Chief Executive Officer2
new1.Mr. Sotomayor was appointed as President of the Company effective April 28, 2025 and designated executive director and Chief Executive Officer of the Company effective October 28, 2025.
new2.Mr. Sievers served as President of the Company until April 28, 2025, Chief Executive Officer of the Company until October 28, 2025, and as an advisor until December 31, 2025.
changedTo ensure the most capable leadership team is in place, NXP pays for the performance and contributions of our NEOs through an integrated rewards program with a variety of components.
changedThe NEOs, under the leadership of our ExecutiveDirector,President and CEO ChiefExecutiveOfficer(our“CEO”)and the other members of the Board of Directors of NXP (the “Board”), Board,are held accountable for delivering results, while simultaneously creating a culture of innovation and growth.
changedWe are providing an overview of the philosophies, principles, and practices that we employ, as governed by the Board, to incentivize, compensate, retain and reward our NEOs. BoardofDirectorsofNXP(the“Board”).
changedThe compensation of our CEO is determined by the Human Resources and Compensation Committee ("HRCC") as delegated by HRCCunderadelegationfromthe Board in accordance with the principles set forth in the remuneration policy for executive and non-executive directors previously approved by our general meeting of shareholders, as required under Dutch corporate law.
new2025 - Solid Execution in a Challenging Market Environment“Despite a difficult market environment and a challenging first half, NXP delivered solid results in 2025 and demonstrated strong execution throughout the year.
newWe remain committed to disciplined investment, margin expansion, and portfolio optimization to drive sustainable, long term value for our shareholders.”Rafael Sotomayor, President and Chief Executive Officer
new37
changed2025 2024Financial and Operational Context
newThroughout 2025, NXP executed effectively despite a challenging first half of the year, maintaining operational discipline while advancing our strategic priorities in software-defined vehicles ("SDVs") and physical AI.
newWe continued to strengthen our strategic positioning, completing key acquisitions that supported our portfolio of edge intelligent systems across Automotive and Industrial & IoT markets.
newNXP ended the year strong, delivering results in the fourth quarter of 2025 surpassing the midpoint of our guidance and reflecting sequential improvement across all end markets.
changedFiscal Year 2025 2024Performance Highlights
changed$12.27B(-3% $12.61B(-5%year on year)Revenue54.7%(-170 year)Revenue56.4%(-50bps year on year)Gross Margin24.8%(-230 Margin27.1%(-50bps year on year)Operating Margin$7.95Earnings Margin$9.73EarningsPer Share (diluted) $2.82BCash $2.78BCashFlow from Operations56.8%(-129 Operations58.1%(-40bps year on year)Non-GAAP Gross Margin*33.1%(-150 Margin*34.6%(-50bps year on year)Non-GAAP Operating Margin*$1.92BCapital Margin*$2.4BCapitalReturn to Shareholders (trailing twelve month basis)$2.43BNon-GAAP basis)$2.09BNon-GAAPFree Cash Flow*
changed*Non-GAAP Gross Margin, non-GAAPoperatingexpenses,non-GAAPoperatingprofit,Non-GAAP Operating Margin and non-GAAP Free Cash Flow are financial measures that do not comply with US GAAP.
newPay-for-Performance Alignment
newWhile the Company made important progress against several strategic priorities during the year, overall financial performance declined on a year‑over‑year basis and did not meet our expectations.
newConsistent with our longstanding pay‑for‑performance philosophy, this outcome had a meaningful impact on compensation results for our NEOs, with a significant portion of their target compensation remaining at risk and directly reflecting the Company’s performance for the year.
newAt the same time, the improving momentum exiting 2025 positions the Company more favorably as we enter the new fiscal year.
newAs discussed in greater detail below, management and the Board have remained focused on taking deliberate actions and making targeted investments to strengthen execution, enhance operating performance, and support sustainable long‑term value creation for our shareholders.
newAccelerating Our Transformation Journey
new2025 was a year of transformation for NXP’s strategic direction as well as our management team.
newAt our Investor Day in November 2024, we established and reinforced our current three-year strategic plan, highlighting a transformative path in product innovation, supply chain resilience, financial investment and infrastructure enhancement.
newThroughout 2025, we took direct action on this transformation journey.
newIn 2025, NXP advanced key technology initiatives aligned with our strategic focus on securely enabling intelligent systems at the edge.
newHighlights include:
new•Intelligent Systems the Edge: Continued to advance capabilities that help customers deploy efficient, secure, and scalable edge intelligence across automotive and industrial applications.
new•Automotive & SDV: Supported the industry’s transition toward SDVs by collaborating across the ecosystem on architectures, safety, and enablement that improve time‑to‑innovation.
new•Engineering Efficiency: Drove internal simplification and modernization efforts aimed at improving execution speed and product quality, ultimately benefiting customer outcomes.
new•Digital Transformation: Invested in digital transformation initiatives to simplify engineering complexity, improve product definition, and accelerate innovation and execution.
new•Talent & Technical Leadership: Invested in programs that develop the next generation of technical leaders and strengthen critical skills needed for long‑term innovation.
new38
newWe accelerated the transformation through three key acquisitions which:
new•Advanced delivery of SDVs through our acquisition of TTTech Auto.
new•Expanded NXP’s automotive networking solutions in the Automotive and Industrial & IoT end markets through our acquisition of Aviva Links, a provider of Automotive SerDes Alliance compliant-in-vehicle connectivity solutions.
new•Complemented and expanded NXP’s solutions for AI-powered edge systems in the Automotive and Industrial & IoT end markets through our acquisition of Kinara Inc., an industry leader in high performance, energy-efficient and programmable discrete neural processing units.
newWe advanced our smart hybrid manufacturing plan which creates value and customer enablement including:
new•Continued construction on a new 300mm Fab through our joint venture VisionPower Semiconductor Manufacturing Company (VSMC) in Singapore with initial production expected to begin in 2027 with a fully automated production model.
new•Broke ground on European Semiconductor Manufacturing Company (ESMC), another joint venture investment in Dresden Germany.
newTransforming our Leadership Team
newIn October 2025, Rafael Sotomayor was appointed President and CEO.
newIn April 2025, Kurt Sievers, our former President and CEO announced his decision to retire from NXP after 30 years of service, effective October 28, 2025.
newPrior to becoming President and CEO, Mr. Sotomayor was Executive Vice President and General Manager of Secure Connected Edge.
newHe has 30 years of semiconductor industry experience and joined NXP in 2014, holding a number of business line general manager roles across the company’s Mobile, Industrial and IoT end markets.
newOur Board unanimously appointed Rafael Sotomayor to succeed Mr. Sievers as President, effective April 28, 2025 and designated Mr. Sotomayor as CEO and temporary executive director of the Company effective as of October 28, 2025, the date Mr. Sievers retired from his CEO and executive director role.
newIn connection with his retirement, Mr. Sievers entered into a retirement agreement with NXP and NXP Semiconductors Germany GmbH on April 28, 2025, pursuant to which he served as strategic advisor to Rafael Sotomayor, our CEO, for the period between Mr. Sievers' retirement from the role of CEO and Executive Director of the Board on October 28, 2025 and December 31, 2025.
newMr. Sievers’ then current salary and benefits continued through December 31, 2025.
newHis outstanding equity awards continued vesting through December 31, 2025, and he was fully eligible for the 2025 Annual Incentive Plan bonus payment (paid in 2026), No other payments or compensation were paid by the Company to Mr. Sievers in connection with his retirement.
newThis leadership transition and its influence on the compensation decisions that follow is reflected throughout the remainder of the CD&A.
changedWe are committed to the Ourpurpose of isbringing together bright minds to create breakthrough technologies that make the connected world better, safer safer,and more secure.
changed•Maintained our consistent investment in R&D, especially focused on growing and retaining critical R&D talent to continue delivering product and system innovations. innovationenablingprofitablegrowth.
changed•Enabled collaboration and knowledge-sharing across our global teams through various initiatives including the Innovation World Tour - Tour,showcasing the breakthrough innovations happening at different global sites and the bright minds behind them. them
changed•Retained •Continuedtodriveprogrammingcenteredaroundretentionforstrategic roles and top-performing talent to ensure continuity, recognizing that a loss of our key management and other team members, or an inability to attract qualified new team members, could negatively impact the long-term growth of our business in a highly competitive environment.
changedIn 2025, 2024,our voluntary attrition rate was 5.1%, 5.5%,a year over year reduction from 5.5% 6.5%in 2024. 2023
changed•Advanced •Drovefurtherprogresstowardour inclusion program and commitments to ensure our teams thrive in an environment built on respect, collaboration, and innovation. mutualunderstanding
changed•Continued to take measures to ensure the safety and well-being of our team members, customers and suppliers. suppliers
new•Successfully navigated the important changes to our executive leadership team as well as the critical integration of new talent through acquisitions.
new39
changedShareholder Engagement and Results of 2025 2024Advisory Vote on Executive Compensation
changedAt our annual general meeting of shareholders held on June 11, 2025, May29,2024,we received approximately 94% 96%of the votes in favor of the proposal to approve our NEOs’ compensation, on a non-binding, advisory basis.
changedWe recognize the importance of engaging with our shareholders to understand their perspectives about our compensation philosophy and program design. designtomaintainourhighshareholdersupport.
changedOur investor outreach efforts in 2025 were aimed at supporting two major goals.
newThese conversations especially reiterated our commitment to our long-term strategy and vision presented at our triennial Investor Day in Q4 2024.
changedSecond, we facilitated ongoing on-goingdialogue with the governance and stewardship groups of certain of our shareholders representing approximately 27% of our outstanding shares. majorshareholders.
changedThese discussions focused on our executive leadership changes, executive compensation programs, company management oversight, corporate governance, human capital management and sustainability topics.
changedThey acknowledged and furtherappreciated that we were setting challenging non-financial, people and sustainability goals.
changedOur Board and the HRCC HumanResourcesandCompensationCommitteeoftheBoard(the“HRCC”orthe“Committee”)thoughtfully evaluated information gathered from our shareholder engagement process and considered it, together with feedback and input from our independent executive compensation consultant, when making decisions throughout the year.
changedBy driving revenue performance, strong non-GAAP adjusted gross margin and enhancing our theproduct portfolio as well as developing, rewarding and retaining a highly engaged workforce, we have shown a strong return for shareholders with over $22 $21billion in capital return over the trailing 10 years.
changedOur pay strategy is Pay for Performance — delivering highly competitive overall pay for leading performance.
changed✓Reward short and long-term strategic goal delivery which aligns to stakeholder interests, including those of our shareholders, customers, team members and members,suppliers, as well as local and international communities where we operate
changed✓Focus our innovations and rewards on our business strategy commitmenttosustainability
newThe compensation of our other NEOs is also determined by the HRCC based on CEO recommendations and advice from our independent compensation advisor.
newSpecific actions are taken to ensure the direct connection of rewards to key performance outcomes and to align executive pay to stakeholder interests.

Removed from 2025

NameTitleKurt SieversExecutive Director and Chief Executive Officer1William BetzExecutive Vice President and Chief Financial OfficerChristopher JensenExecutive Vice President and Chief People OfficerAndrew MicallefExecutive Vice President and Chief Operations and Manufacturing OfficerJennifer WuamettExecutive Vice President, General Counsel and Chief Sustainability Officer1 Mr. Sievers also served as president of the Company until April 28, 2025.
This CD&A explains our strategy in incentivizing, compensating and rewarding our NEOs.
2024—Strong Execution Despite Challenging Market“NXP delivered resilient results throughout 2024, reflecting solid execution, consistent gross margin, and healthy free cash flow generation despite a challenging market environment.
We rigorously focused on managing what was in our control, to navigate a soft landing while executing our growth strategy.” Kurt Sievers, Executive Director and Chief Executive Officer
NXP delivered good results in 2024 despite a challenging semiconductor market environment that persisted throughout the year.
Due to consistent gross margin and healthy free cash flow, NXP delivered results in-line with the guidance given throughout 2024.
From strategic acquisitions to investments in long-term manufacturing capacity expansion, NXP executed against its long-term strategy and vision for growth.
Accelerating Profitable Growth
Our key achievements in 2024 resulted in the continued strength of our automotive and industrial businesses, which underscored the commitment to our overall strategy and product portfolio, including the following:
AUTOMOTIVE•Introduced the NXP S32 CoreRide platform, an industry-first vehicle software platform that greatly simplifies complex vehicle architecture development and cuts costs for automakers and tier-1 suppliers, helping make the transition to software-defined vehicles (SDVs) a reality •The first device in the new S32N family and the core of the NXP CoreRide central compute solution, NXP introduced the S32N55 processor, which offers real-time vehicle control for maximum safety and performance•Extended the automotive radar one-chip family with the SAF86xx to enable ADAS architectures for SDVs•Grew relationships with automotive OEMs, including Audi, which adopted NXP’s Trimension® NCJ29Dx Ultra Wide Band (UWB) product family in its advanced UWB platform•Collaborated with ZF Friedrichshafen AG ("ZF"), a global leader in e-mobility, on next-generation SiC-based traction inverter solutions for electric vehicles ("EVs") leveraging NXP's advanced GD316x high-voltage isolated gate drivers•Announced the MC33777, the world’s first EV battery junction box IC that consolidates essential BMS functions into a single device•Announced industry-first wireless battery management system (BMS) solution with UWB capabilities, helping to accelerate the adoption of EVs•Expanded automotive networking and connectivity portfolio with the planned acquisition of Aviva Links, a provider of Automotive SerDes Alliance (ASA) compliant in-vehicle connectivity solutions, expanding NXP's market leading in-vehicle networking (IVN) portfolioINDUSTRIAL AND IOT •Collaborated with Honeywell to help enhance building energy management through enhanced machine learning and autonomous decision-making, leveraging NXP’s i.MX 8M applications processors and i.MX RT crossover microcontrollers •Announced the Trimension® SR250, the industry’s first single-chip, UWB radar and ranging solution enabling new user experiences in autonomous homes and for industrial IoT •Introduced the new i.MX RT700 crossover MCU family, designed to power smart AI-enabled edge devices, such as wearables, consumer medical devices, smart home devices and HMI platforms•Announced the i.MX 94 family, the newest addition to NXP's i.MX 9 series of applications processors, designed to deliver safe, secure connectivity for the industrial and automotive edge with integrated post-quantum cryptography capabilities•Expanded the NXP MCX portfolio with the all-purpose MCX A series— an easy to use, small-footprint MCU optimized with innovative power architecture and software compatibility – and MCX W series, the industry’s first wireless MCU with Bluetooth Channel Sounding
Manufacturing Capacity for Future Growth
In 2024, we announced a series of investments addressing long-term manufacturing capacity expansion.
Our hybrid approach to manufacturing leverages geographical diversity to allow for cost competitiveness and supply assurance.
This past year, we announced the formation of a new joint venture (JV) between NXP and Vanguard International Semiconductor Corporation (VIS) in Singapore.
The 300mm wafer manufacturing JV, VisionPower Semiconductor Manufacturing Company Pte Ltd (VSMC), broke ground in the second half of 2024, with initial production slated to begin in 2027.
The JV will operate as an independent, commercial foundry supplier and complement our participation in the TSMC-led joint venture in Dresden, Germany.
The European Semiconductor Manufacturing Company (ESMC) was announced in 2023 and broke ground in August 2024.
When fully operational, ESMC is expected to have a monthly production capacity of 40,000 300mm wafers.
In addition to VSMC and ESMC, NXP also announced the expansion of its factory in Kuala Lumpur, Malaysia which will provide further manufacturing flexibility and geographic resiliency.
•Consistently reinforced our purpose and values, including delivering a manager effectiveness program to ensure that all leaders are equipped to lead according to the NXP DNA
In addition, we held our triennial Investor Day in November 2024, where members of our management presented the company's long-term strategy and vision for growth to analysts and investors.
They acknowledged our commitment to include sustainability and people metrics in our annual incentive plan.
The shareholders also supported the use of relative total shareholder return as a long-term performance metric within our overall compensation program.
We operate globally and our executives are located in multiple countries.
As a result, our pay philosophy considers both the overall importance of consistency across the world and specific competitive pay practices in the local country where our executive talent resides.
Our overarching pay strategy is to:
The compensation of our other NEOs is also determined by the HRCC based on CEO recommendations and advice from our independent compensation advisor with specific actions taken to ensure the direct connection of rewards to key performance outcomes as well as align executive pay to stakeholder interests.
In line with our pay for performance philosophy, the 2024 AIP payout was 61.4% of target and the PSUs vested at 76.32% of target reducing the NEO's realized compensation versus their target compensation.
Additionally, the realized pay of the NEOs was impacted by our performance-based compensation programs.
For example, Mr. Sievers' realized pay was approximately $17.0M in 2024 and $27.0M in 2023.*
*Realized pay is defined as Salary, Nonequity Incentive Plan Compensation and All Other Compensation reported in the Summary Compensation Table in 2023 and 2024 and the reported value realized in the Option Exercises and Stock Vested Table in 2023 and 2024.
In 2024, the HRCC, after a review of these factors, at the recommendation of Mercer, the HRCC's independent executive compensation consultant, removed NVIDIA and Broadcom from the peer group because their size profiles are no longer sufficiently comparable to NXP.
2024 Compensation Decisions
NameAnnualized Base Salary as of December 31, 2024($)Year over Year IncreaseKurt Sievers1,311,435 (€1,213,056)8 %William Betz650,000 8 %Christopher Jensen540,000 6 %Andrew Micallef560,000 5 %Jennifer Wuamett590,000 2 %
The year over year increase is based on his salary in Euros.
When determining the CEO’s salary, the HRCC looked at a number of performance indicators including leadership, global team member engagement, team performance, winning culture survey results, investor feedback, net promoter score, managing through leadership changes, long-term strategy and the general financial performance of the Company.
The HRCC also approved increases for our other NEOs to ensure the base salaries are competitive in the market.
Annual Incentive Program
The 2024 AIP targets approved for each of our NEOs remained unchanged from 2023.
Name2024 AIP Target(% of Base Salary)Kurt Sievers170%William Betz100%Christopher Jensen80%Andrew Micallef 80%Jennifer Wuamett80%
The overall payout opportunity is capped at 200% of target.
The HRCC sets performance targets for the two separate financial performance periods near the start of the performance period – i.e. January 1 – June 30, 2024 (“1H 2024 Financial Performance Period”) and July 1 – December 31, 2024 (“2H 2024 Financial Performance Period”).
The financial performance targets for each performance period were informed by our 2024 annual operating plan, aligning with our fiscal 2024 financial objectives; taking into account overall affordability of the bonus opportunities provided under the AIP for fiscal 2024.
The HRCC sets performance targets related to the sustainability scorecard near the start of the year.
They review our long term aspirational sustainability goals and the progress we've made against those goals in previous years.
Then targets are set to continue towards the long term goals.
For team members other than our NEOs and other members of the management team, payouts are made twice a year – in October 2024 using the 1H 2024 Performance Period Payout Factor and April 2025 using the 2H Performance Period Payout Factor and Annual Sustainability Payout Factor.
This practice has been very well received by team members to build confidence and create more open communication.
It also links to our commitment to shareholders.
2024 AIP Framework, Performance Targets & ResultsMeasures2023ResultsThreshold (25%)Target(100%)Stretch (200%)AnnualWeighting2024ResultsMeasure Realization1H 2024Revenue ($ millions)$6,420$6,200$6,700$7,20020%$6,25333.0%Non-GAAP Gross Margin58.3%57.2%58.2%59.2%20%58.4%116.4%2H 2024Revenue ($ millions)$6,856$6,600$7,100$7,60020%$6,361—%Non-GAAP Gross Margin58.6%57.4%58.4%59.4%20%57.9%57.4%AnnualSustainability Payout Factor*13 pts8 pts12 pts16+ pts20%12 pts100%Annual NXP Payout Factor61.4%
*Non-GAAP operating margin was 34.2%; and therefore exceeded the 32% payout threshold for the annual sustainability scorecard.
NXP’s performance in 2024 was a reflection of a challenging semiconductor market environment that persisted throughout the year.
In line with our pay for performance strategy, the NEOs will receive AIP payouts below target.
The following table lists the goals identified in our 2024 annual sustainability scorecard.
It explains why we chose each goal and describes the progress we've made toward meeting each one within the past twelve months.
2024 Sustainability Scorecard Goal Why ChosenAchievementRetentionRetain global team members at a high level worldwide by year-end 2024 based on voluntary attrition ratesNXP promotes stability and continuity of our talent by measuring team member retention.
This continuity leads to increased innovation, productivity and efficiency and reflects a positive work culture.3 of 3 points earned.
The retention rate of our global team members was at our pre-established stretch goal.Team Member EngagementAchieve an IDL team member engagement index ≥75th percentile of technology benchmarkEngaging our team members is a key aspect of how NXP creates long-term value for our stakeholders.
We use results from our global Winning Culture Survey to assess the level of team member engagement and compare that with an external technology benchmark.2 of 3 points earned.
Our 2024 IDL team-member engagement index was between the 75th and 90th percentile of the technology benchmark.Women in the WorkforceIncrease representation of women in our overall indirect labor ("IDL") population by year-end 2024Women are underrepresented in our broader industry and within NXP and we therefore established an aspiration for 2024 to improve the representation of women in our overall IDL population by year-end 2024.1 of 3 points earned.
As of year-end 2024, the representation of women in our IDL was below our 2024 aspiration.
Energy Efficiency Reduce carbon emissions by end of 2024 corrected for loading (using a baseline factory utilization rate of 85%)Our roadmap to carbon neutrality includes annual emission-reduction targets that put NXP on a path to improve energy efficiency and reduce emissions in line with our stated mid-term and long-term goals.2 of 3 points earned.
As of year-end, we reduced carbon emissions by 5%.Water EfficiencyRecycle water in manufacturingWater is an important part of our production processes.
In order to conserve and withdraw less water, we have focused on increasing our water recycling rate.3 of 3 points earned.
As of year-end, we recycled water at our pre-established stretch goal.Scope 3 Emissions ProgramCalculate emissions of sold products in a harmonized mannerWe understand that our impact extends beyond our direct operations and recognize the importance of addressing emissions along the entire value chain.1 of 3 points earned.
As of year-end, we calculated emissions of our sold products below our pre-established goal.
Name2024 AIP Target($)2024 AIP Payment($)Kurt Sievers2,229,439 1,368,876 William Betz650,000 399,100 Christopher Jensen432,000 265,248 Andrew Micallef 448,000 275,072 Jennifer Wuamett472,000 289,808
Since establishing the PSU program in 2018, the awards have had the following performance realizations:
Name2024 Target LTI Award Value ($)70% PSUs ($)PSUs Granted (at Target)(#)30% RSUs($)RSUs Granted(#)Kurt Sievers16,400,000 11,480,000 51,1024,920,000 21,901William Betz3,500,000 2,450,000 10,9061,050,000 4,674Christopher Jensen3,000,000 2,100,000 9,348900,000 4,007Andrew Micallef 3,000,000 2,100,000 9,348900,000 4,007Jennifer Wuamett3,000,000 2,100,000 9,348900,000 4,007
The EOP applies to all NEOs as well as other members of the management team.
Such policy is designed to promote compliance with applicable insider trading laws, rules and regulations and NASDAQ listing standards.
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More changes truncated for legibility. Open the filings on SEC for full prose.

Cells reading “Not extracted” mean the deterministic extractor didn’t pick up that disclosure for the listed filing — not that it isn’t in the proxy. Open the company workspace and use Ask to query the CD&A directly.