Interprétation IA fondée sur des extraits vérifiés. Les déclarations de l’entreprise et les limites de couverture restent explicites.
Méthode quality-scores-2 : six catégories de même poids. Le score global exige une couverture complète. Les données manquantes ne valent pas zéro. Les évaluations qualitatives sont des interprétations sourcées, pas des probabilités. 5/6 · 22/10/2026
Moat—
Insufficient evidence for every rubric criterion; no category score is inferred.
structural advantage · — · IP and initial production shipments establish capabilities, but comparative technological superiority and structural cost advantages remain unestablished. This is insufficient evidence, rather than proof of interchangeable offerings.
durability · — · Multi-year commitments provide visibility, but modification rights and unquantified technological renewal requirements do not establish durable excess-return protection.
customer dependency · — · Relationships and capacity payments demonstrate attachment, but the catalog does not establish material customer dependence or replacement costs.
erosion resilience · — · Demand recovery coexists with renegotiated commitments and manufacturing impairments. These outcomes cannot isolate resilience of an established competitive advantage.
Pouvoir de fixation des prix38
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 2/4 · The 2023 capacity reallocation toward higher selling-price sensing products demonstrates realized pricing improvement through mix. Q2 2026 growth reflects demand and AMG margin improvement reflects mix; neither establishes higher prices for unchanged products. Evidence is mixed and partly historical.
retention · 2/4 · Longstanding relationships, multi-year commitments, fulfilled obligations and production shipments support repeat demand indirectly. Actual LTSA modifications and cancellation rights temper that evidence. The declining commitment balance is not a retention rate or proof of customer departures.
margin resilience · 1/4 · The 2025 gross-margin decline from 45.4% to 33.1%, lower volumes and inventory charges demonstrate fragile resilience. Q2 2026 recovery and AMG mix improvement provide counterevidence, but Q1 recovery primarily reflected absent prior-year charges. The deterioration cannot be attributed solely to pricing.
contractual freedom · 1/4 · Prices generally become fixed at booking, while LTSA pricing and quantities can change under specified circumstances and actual modifications occurred. Capacity payments provide partial protection, but standard-order cancellation rights constrain unilateral control of terms.
Prévisibilité69
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 25.00
- Revenue growth volatility (pp)
- 15.65
- Positive FCF years (%)
- 100.00
- FCF margin volatility (pp)
- 6.42
Solidité financière46
Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 84.27
- netDebtEbitGrade
- 0.00
- interestCoverageGrade
- 1.71
- currentRatioGrade
- 100.00
- Debt / FCF (x)
- 2.10
- Net debt / operating income (x)
- 9.89
- Interest coverage (x)
- 1.19
- Current ratio (x)
- 4.52
Allocation du capital88
Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 18.00
- 3-year average dilution (%)
- -1.73
- 3-year average SBC / revenue (%)
- 1.93
- cashConversionGrade
- 78.22
Qualité du management63
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Actual 2025 cash generation and reduced first-half 2026 capital expenditure intensity support discipline. Repeated equipment impairments, weaker cash conversion, substantial repurchases and increased debt offset this. Pending acquisition dilution, conditional termination exposure and unresolved debt treatment add commitments whose returns remain unproven.
incentive alignment · 3/4 · Actual below-target short-term payouts, the CEO's forgone bonus and reductions to financial-metric equity payouts following weak relative TSR demonstrate performance consequences. Granted performance-based equity supports alignment. These are actual historical disclosures, not proposed awards; ownership-guideline compliance remains unestablished.
execution · 2/4 · Initial production shipments, cash generation and Q2 demand-led growth demonstrate delivery. Missed 2025 revenue and operating-margin targets, repeated impairments and weak cash conversion make execution mixed. Demand recovery is indirect execution evidence and does not establish management causation.
governance · 3/4 · Existing separation of CEO and Chair roles, proxy access, a conduct-based clawback, disclosed absence of reportable related-party transactions and actual director attendance support strong governance arrangements. These disclosures do not prove exceptional control effectiveness or establish results of proposed 2026 votes.
Preuves
We hold a substantial number of issued and pending patents worldwide and continue to prosecute applications in areas that are material to our business.
Patents, Trademarks, Copyrights and Other Intellectual Property Rights · Dépôt 09/02/2026
Our vertically integrated SiC manufacturing strategy enhances supply assurance, cost competitiveness, and device performance.
Business / PSG vertically integrated manufacturing strategy · Dépôt 09/02/2026
Our competitive strengths include core competencies such as leading-edge fabrication technologies, micro and module packaging expertise, breadth of product line and IP portfolio, high-quality, cost-effective manufacturing and supply chain management.
Business / Competition / claimed competitive strengths · Dépôt 09/02/2026
•
Increasing software-defined vehicle momentum with initial production shipments of Treo-based 10BASE-T1S Ethernet solutions, supporting the next-generation zonal architecture at a leading North American OEM.
Q1 2026 results / Business Highlights / initial production shipments · Dépôt 04/05/2026
Because some of our components include functionality that in some cases may be integrated into more complex ICs, we also face competition from manufacturers of ICs, ASICs and fully-customized ICs, as well as customers who develop their own IC products.
Business / Competition / integrated and customer-developed ICs · Dépôt 09/02/2026
In addition, some of our products and technologies are not covered by any patents or pending patent applications.
Risk Factors / intellectual property coverage · Dépôt 09/02/2026
Additionally, we recorded non-cash impairment charges of $496.0 million during the year ended December 31, 2025 related to previous investments in manufacturing equipment at certain manufacturing facilities pursuant to held-for-sale accounting guidance.
2025 Manufacturing Realignment Program / equipment impairments · Dépôt 09/02/2026
Note 5: Restructuring, Asset Impairments and Other, Net Details of restructuring, asset impairments and other, net were as follows (in millions): Restructuring Asset Impairments Other Total For the quarter ended July 3, 2026: 2026 Manufacturing Realignment Program $ 2.5 $ 16.3 $ 22.4 $ 41.2 Total $ 2.5 $ 16.3 $ 22.4 $ 41.2 Restructuring Asset Impairments Other Charges Total For the quarter ended July 4, 2025: 2025 Manufacturing Realignment Program $ 2.9 $ 40.6 $ 5.6 $ 49.1 2024 Business Realignment (0.2) — 0.3 0.1 Total $ 2.7 $ 40.6 $ 5.9 $ 49.2 15 Table of Contents ON SEMICONDUCTOR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (unaudited) Restructuring Asset Impairments Other Total For the six months ended July 3, 2026: 2026 Manufacturing Realignment Program $ 22.7 $ 163.3 $ 184.5 $ 370.5 Total $ 22.7 $ 163.3 $ 184.5 $ 370.5 Restructuring Asset Impairments Other Charges Total For the six months ended July 4, 2025: 2025 Manufacturing Realignment Program $ 63.1 $ 472.1 $ 50.5 $ 585.7 2024 Business Realignment 0.7 — 2.1 2.8 Total $ 63.8 $ 472.1 $ 52.6 $ 588.5 A summary of changes in the accrued restructuring balance by program was as follows (in millions): As of As of December 31, 2025 Charges Usage July 3, 2026 2026 Manufacturing Realignment Program $ — $ 22.7 $ (18.6) $ 4.1 2025 Manufacturing Realignment Program 2.7 — (2.0) 0.7 Other 3.3 — (1.3) 2.0 Total $ 6.0 $ 22.7 $ (21.9) $ 6.8 The amounts recorded under the 2026 Manufacturing Realignment Program represent new restructuring activities that expand upon the Company’s 2025 Manufacturing Realignment Program for actions and decisions taken in 2026.
Note 5 / Restructuring, Asset Impairments and Other, Net · Dépôt 03/08/2026
In general, we have maintained long-term relationships with our key customers, and our sales agreements are renewable periodically and contain certain terms and conditions with respect to payment, delivery, warranty and supply.
Business / customer relationships and sales agreements · Dépôt 09/02/2026
Certain of the Company's customer contracts are multi-year agreements that include committed amounts ("Long-term Supply Agreements" or "LTSAs") for which the remaining performance obligations as of July 3, 2026 were approximately $6.1 billion (excluding the remaining performance obligations for contracts having a duration of one year or less).
Remaining Performance Obligations / July 3, 2026 LTSAs · Dépôt 03/08/2026
Certain LTSAs include non-cancellable capacity payments from the customer, which are generally due within 30 days of the agreement.
Remaining Performance Obligations / non-cancellable capacity payments · Dépôt 03/08/2026
The Company fulfilled certain performance obligations and recognized revenue of $12.9 million and $24.4 million for each of the quarters ended July 3, 2026 and July 4, 2025, respectively, and $28.3 million and $48.4 million for the six months ended July 3, 2026 and July 4, 2025, respectively, related to contract liabilities outstanding as of the end of each respective prior year.
Remaining Performance Obligations / revenue recognized from prior-year contract liabilities · Dépôt 03/08/2026
During 2025, certain LTSAs were modified in response to changes in demand.
Revenue recognition / actual 2025 LTSA modifications · Dépôt 09/02/2026
Unless otherwise agreed in writing, customers may cancel orders 45-120 days prior to shipment, depending on the product, for standard products without penalty and, for custom products, prior to shipment, provided they pay onsemi's actual costs incurred as of the date we receive the cancellation notice.
Business / customer order cancellation terms · Dépôt 09/02/2026
The timing, pricing or amounts of products delivered under LTSAs may be modified or canceled in certain circumstances, and the actual revenue recognized for the remaining performance obligations in future periods may significantly differ from current estimates.
Remaining Performance Obligations / LTSA modification and cancellation terms · Dépôt 03/08/2026
Certain of the Company's customer contracts are multi-year agreements that include committed amounts ("Long-term Supply Agreements" or "LTSAs") for which the remaining performance obligations as of December 31, 2024 were approximately $11.9 billion (excluding the remaining performance obligations for contracts having a duration of one year or less).
Remaining Performance Obligations / December 31, 2024 LTSAs · Dépôt 10/02/2025
Certain of the Company's customer contracts are multi-year agreements that include committed amounts ("Long-term Supply Agreements" or "LTSAs") for which the remaining performance obligations as of December 31, 2025 were approximately $7.1 billion (excluding the remaining performance obligations for contracts having a duration of one year or less).
Remaining Performance Obligations / December 31, 2025 LTSAs · Dépôt 09/02/2026
Revenue from ISG increased by $38.8 million, or approximately 3.0%, during 2023 compared to 2022, which was largely driven by an increase in revenue from our Automotive Sensing Division of $117.4 million primarily due to the reallocation of internal capacity to products yielding higher average selling prices.
2023 Results of Operations / ISG revenue and higher selling-price product mix · Dépôt 05/02/2024
Revenue Revenue was $1,603.5 million and $1,468.7 million for the quarters ended July 3, 2026 and July 4, 2025, respectively, representing an increase of $134.8 million, or approximately 9%, year over year due to increased demand across all end-markets.
Q2 2026 Results of Operations / demand-led revenue growth · Dépôt 03/08/2026
AMG gross profit increased by $9.4 million and gross margin increased by 2.7 percentage points to 53.4% from 50.7%, primarily due to a more favorable product mix, including a higher proportion of higher-margin products, which more than offset lower industrial end-market revenue.
Q2 2026 Results of Operations / AMG margin and product mix · Dépôt 03/08/2026
Our gross margin decreased by 12.3 percentage points from 45.4% for the year ended December 31, 2024 to 33.1% for the year ended December 31, 2025, primarily due to the impact of the factors explained in the segment gross margin sections below.
2025 Results of Operations / Gross Profit and Gross Margin · Dépôt 09/02/2026
We recorded excess and obsolete inventory charges of $268.2 million, of which $230.3 million related to inventory primarily considered work in progress within the ISG reportable segment, as a result of changes in business strategy due to the 2025 Manufacturing Realignment Program.
2025 Results of Operations / excess and obsolete inventory charges · Dépôt 09/02/2026
We also continued to experience a decline in sales volume across end-markets.
2025 Results of Operations / sales volume decline · Dépôt 09/02/2026
31 Table of Contents Results of Operations Quarter Ended July 3, 2026 compared to the Quarter Ended July 4, 2025 The following table summarizes certain information relating to our operating results that has been derived from our unaudited consolidated financial statements (in millions): Quarters Ended July 3, 2026 July 4, 2025 Dollar Change Revenue $ 1,603.5 $ 1,468.7 $ 134.8 Cost of revenue 987.2 916.8 70.4 Gross profit 616.3 551.9 64.4 Operating expenses: Research and development 140.8 143.8 (3.0) Selling and marketing 63.3 63.3 — General and administrative 101.9 91.2 10.7 Amortization of intangible assets 10.5 11.0 (0.5) Restructuring, asset impairments and other, net 41.2 49.2 (8.0) Total operating expenses 357.7 358.5 (0.8) Operating income 258.6 193.4 65.2 Other income (expense), net: Interest expense (13.7) (17.9) 4.2 Interest income 17.4 25.2 (7.8) Other income 8.6 1.5 7.1 Other income (expense), net 12.3 8.8 3.5 Income before income taxes 270.9 202.2 68.7 Income tax provision (43.4) (30.5) (12.9) Net income 227.5 171.7 55.8 Less: Net income attributable to non-controlling interest (0.7) (1.4) 0.7 Net income attributable to ON Semiconductor Corporation $ 226.8 $ 170.3 $ 56.5 32 Table of Contents The following table summarizes certain information relating to our segment results (in millions): Quarter Ended July 3, 2026 As a % of Total Quarter Ended July 4, 2025 As a % of Total Dollar Change Revenue: PSG $ 829.0 51.7 % $ 698.2 47.5 % $ 130.8 AMG 545.7 34.0 % 555.9 37.9 % (10.2) ISG 228.8 14.3 % 214.6 14.6 % 14.2 Total $ 1,603.5 100.0 % $ 1,468.7 100.0 % $ 134.8 Cost of revenue: PSG $ 598.7 60.6 % $ 517.4 56.4 % $ 81.3 AMG 254.5 25.8 % 274.1 29.9 % (19.6) ISG 134.0 13.6 % 125.3 13.7 % 8.7 Total $ 987.2 100.0 % $ 916.8 100.0 % $ 70.4 Gross profit: (1) PSG $ 230.3 27.8 % $ 180.8 25.9 % $ 49.5 AMG 291.2 53.4 % 281.8 50.7 % 9.4 ISG 94.8 41.4 % 89.3 41.6 % 5.5 Total $ 616.3 38.4 % $ 551.9 37.6 % $ 64.4 (1) Gross profit margin as a percentage of respective segment revenue balances.
Q2 2026 Results of Operations / consolidated and segment results · Dépôt 03/08/2026
Gross Profit and Gross Margin
Gross profit increased by $289.3 million, or approximately 98%, to $583.1 million for the quarter ended April 3, 2026 compared to $293.8 million for the quarter ended April 4, 2025 primarily due to the absence of $237.7 million of excess and obsolete inventory charges and a $43.9 million write‑off of consumables and manufacturing supplies recognized during the quarter ended April 4, 2025, which did not reoccur in 2026.
Q1 2026 Results of Operations / gross profit recovery and absent prior-year charges · Dépôt 04/05/2026
Generally, prices and quantities are fixed at the time of booking.
Business / Backlog / prices fixed at booking · Dépôt 09/02/2026
Key highlights for onsemi in fiscal year 2025 include: Financial ■ Revenue of $6.0 billion, with PSG, AMG and ISG generating 47%, 38% and 15% of revenue, respectively ■ Automotive and industrial end-markets represent almost 80% of total revenue ■ Aerospace, defense and security revenue grew 70% year-over-year ■ Generated $1.8 billion of cash from operations and $1.4 billion of free cash flow* and achieved record high free cash flow margin of 24% while returning 100% of annual free cash flow to stockholders through share repurchases ■ GAAP operating income of $84.2 million and non-GAAP operating income of $1.1 billion* ■ GAAP gross margin of 33.1% and non-GAAP gross margin of 38.4%* ■ GAAP diluted EPS of $0.29 and non-GAAP diluted EPS of $2.35* Strategic ■ Treo platform delivered strong growth, doubling number of products year-over-year ■ Introduced vertical GaN (vGaN) technology — first to scale vGaN; began sampling to early-access customers ■ Completed acquisition of SiC Junction Field-Effect Transistor business and gained traction in AI data center ■ Announced partnerships with Schaeffler (EliteSiC-based plug-in hybrid electric vehicle platform) and Nvidia (800 VDC power solutions), as well as collaborations with Innoscience (vGaN power devices) and GlobalFoundries (GaN power devices) * Reconciliations of GAAP to non-GAAP measures included in the proxy statement are located in the Appendix.
Proxy Statement Summary / 2025 financial and strategic achievements · Dépôt 02/04/2026
Our capital expenditures as a percentage of revenue were approximately 2%, and we expect capital expenditures of less than 5% of revenue for the year ended December 31, 2026.
Liquidity / Investing Activities / actual first-half capital expenditure intensity and outlook · Dépôt 03/08/2026
However, these improvements in earnings did not directly translate to higher operating cash flows, as working capital requirements had a more significant impact on cash generation during the period.
Liquidity / Operating Activities / cash conversion · Dépôt 03/08/2026
Supplemental Disclosure of Cash Flow Information Certain of the cash and non-cash activities were as follows (in millions): Six Months Ended July 3, 2026 July 4, 2025 Non-cash investing activities: Capital expenditures in accounts payable and other long-term liabilities $ 61.7 $ 111.6 Operating ROU assets obtained in exchange for lease liabilities 2.5 13.1 Cash paid for: Interest expense $ 18.6 $ 29.3 Income taxes 97.4 86.5 Operating lease payments in operating cash flows 21.1 34.8 The following table shows a reconciliation of the captions in the Consolidated Balance Sheets to the Consolidated Statements of Cash Flows (in millions): As of July 3, 2026 December 31, 2025 July 4, 2025 December 31, 2024 Consolidated Balance Sheets: Cash and cash equivalents $ 3,514.5 $ 2,147.6 $ 2,526.7 $ 2,691.3 Restricted cash (included in other current assets) 1.4 1.4 2.9 2.1 Cash, cash equivalents and restricted cash in Consolidated Statements of Cash Flows $ 3,515.9 $ 2,149.0 $ 2,529.6 $ 2,693.4 19 Table of Contents ON SEMICONDUCTOR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (unaudited) Note 7: Long-Term Debt Long-term debt consisted of the following (in millions, with annualized interest rates): As of July 3, 2026 December 31, 2025 Revolving Credit Facility due 2028 $ — $ — 0.50% Notes due 2029 (1) 1,500.0 1,500.0 0% Notes due 2031 1,500.0 — 0% Notes due 2027 804.9 804.9 3.875% Notes due 2028 (2) 700.0 700.0 Gross long-term debt 4,504.9 3,004.9 Less: Unamortized debt discount (3) (1.9) (2.5) Less: Unamortized debt issuance costs (4) (43.6) (21.9) Net long-term debt, including current maturities 4,459.4 2,980.5 Less: Current maturities (802.1) — Net long-term debt $ 3,657.3 $ 2,980.5 (1)Interest is payable on March 1 and September 1 of each year at 0.50% annually.
Notes 6 and 7 / cash balances and long-term debt · Dépôt 03/08/2026
Activity under the New Share Repurchase Program and the Share Repurchase Program during the quarters and six months ended July 3, 2026 and July 4, 2025, respectively, was as follows (in millions, except per share data): Quarters Ended Six Months Ended July 3, 2026 July 4, 2025 July 3, 2026 July 4, 2025 Number of repurchased shares (1) 3.1 6.9 8.8 13.0 Aggregate purchase price $ 331.9 $ 300.0 $ 677.5 $ 600.0 Fees, commissions and excise tax 2.8 3.0 5.8 5.6 Total $ 334.7 $ 303.0 $ 683.3 $ 605.6 Weighted-average purchase price per share (2) $ 105.77 $ 43.26 $ 76.58 $ 46.11 (1) None of these shares had been reissued or retired as of July 3, 2026, but may be reissued later.
Note 8 / actual share repurchases · Dépôt 03/08/2026
Based on this exchange ratio, the Company expects Synaptics stockholders will own approximately 12% of the combined company on a pro forma basis upon the closing.
Definitive Agreement to Acquire Synaptics Incorporated / expected ownership upon closing · Dépôt 03/08/2026
In certain circumstances in which the Merger Agreement is terminated due to the failure to obtain required regulatory approvals, we may be required to pay Synaptics a termination fee of $320.0 million, as more fully described in the Merger Agreement.
Proposed merger / conditional regulatory termination fee · Dépôt 03/08/2026
The ultimate treatment of Synaptics' existing indebtedness following the closing of the transaction is unknown at this time
Liquidity / unresolved treatment of acquisition target indebtedness · Dépôt 03/08/2026
For 2025, we achieved revenue and non-GAAP operating margin of $5,995.4 million and 18.7%, respectively, both of which fell below their respective target levels that were tied to our Board-approved annual operating plan (AOP) for 2025, but above their respective threshold levels.
Compensation Discussion and Analysis / 2025 results versus operating-plan targets · Dépôt 02/04/2026
The final STI combined performance percentage (Corporate Multiplier x Individual Goals achieved) for our CEO was just below 59% of target (although his actual payout was 0% in accordance with his previous commitment to forgo any bonus payouts) and between 44-61% of target for each of our other NEOs.
Compensation Discussion and Analysis / actual 2025 short-term incentive payouts · Dépôt 02/04/2026
As noted above, 70% of Mr. El-Khoury’s 2025 LTI grant consisted of PBRSUs while, as in prior years, 60% of each other NEO’s annual LTI grant consisted of PBRSUs.
Compensation Discussion and Analysis / granted 2025 performance-based equity · Dépôt 02/04/2026
Based on these results, the payouts related to financial metrics for each were reduced by 50%, resulting in the following overall combined payouts for each award: Award Tranche Step 1 Payout Percentage (1) (%) Relative TSR Performance Period Resulting Relative TSR Percentile Final Combined Payout Percentage (2) (%) Compared to Maximum Possible Payout Percentage (%) 2023 PBRSUs Third (Final) 133% 1/1/2023-12/31/2025 24th Percentile 104% 213% 2024 PBRSUs Second 111% 1/1/2024-12/31/2025 15th Percentile 89% 213% (1) Reflects the combined payout percentage for the award before any relative TSR adjustment.
Compensation Discussion and Analysis / actual relative-TSR payout adjustments · Dépôt 02/04/2026
Board Leadership Structure
We currently separate the roles of CEO and Chair of the Board.
Corporate Governance / Board Leadership Structure · Dépôt 02/04/2026
ü Stockholder Proxy Access: We permit a stockholder, or a group of up to 20 stockholders, owning at least 3% of the Company’s outstanding shares of common stock continuously for at least three years, to nominate and include in our annual meeting proxy materials director nominees constituting up to the greater of two nominees or 20% of the board, subject to the requirements specified in our bylaws.
Corporate Governance / existing stockholder proxy access · Dépôt 02/04/2026
ü Conduct-based Clawback Policy: In addition to our Dodd-Frank clawback policy, we have a conduct-based clawback policy that allows us to recoup compensation awards paid to NEOs and other employees if the individual engages in intentional misconduct or certain acts detrimental to our interests.
Corporate Governance / conduct-based clawback policy · Dépôt 02/04/2026
Since January 1, 2025, there have been no related party transactions required to be reported under SEC rules.
Board Independence and Related Party Transactions / reportable transactions · Dépôt 02/04/2026
In 2025, each director attended at least 75% of all meetings of the Board and any committees on which he or she served.
Board and Committee Meetings and Attendance / actual 2025 attendance · Dépôt 02/04/2026
