Skyworks Solutions

Notice of 2025 Annual Meeting
and Proxy Statement
Annual Report
2024

Connecting Everyone and Everything, All the Time.
Emergency 
Response
Location-Based 
Services
AV/EV
Artificial 
Intelligence
Smart Cities
Connected 
Home
Infrastructure
Wearables
Telemedicine
Industrial 
Automation

Kari Durham
Senior Vice President,  
Human Resources
Carlos S. Bori
Senior Vice President, 
Sales and Marketing
Reza Kasnavi
Executive Vice President,
Chief Operations and
Technology Officer
Yusuf Jamal
Senior Vice President  
and General Manager,  
Diversified Analog Solutions
Philip G. Brace
Director, Chief Executive Officer  
and President
Joel R. King
Senior Vice President  
and General Manager,  
Mobile Solutions
Brian Mirkin
Senior Vice President  
and General Manager, 
Mixed Signal Solutions
Robert J. Terry
Senior Vice President,  
General Counsel  
and Secretary
Kris Sennesael
Senior Vice President and 
Chief Financial Officer
Executive Management Team

Fiscal 2024 Overview
>6,000 customers
7-year average 
employee tenure
~6,000 unique 
products
13-year average 
executive tenure
~10,100 employees
Increased sourcing of 
renewable energy
~5,000 patents
17 countries in which 
Skyworks has employees

March 28, 2025
Dear Stockholder:
You are invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Skyworks
Solutions, Inc., to be held at:
Time:
11:00 a.m. PDT
Date:
Wednesday, May 14, 2025
Website:
www.virtualshareholdermeeting.com/SWKS2025
You will be able to attend and participate in the Annual Meeting online at the website address above,
where you will be able to listen to the meeting live, submit questions, and vote. We look forward to
your participation online or by proxy. The attached Notice of 2025 Annual Meeting of Stockholders
and Proxy Statement describe the matters that we expect to be acted upon at the Annual Meeting.
Whether or not you plan to attend the Annual Meeting online, and regardless of how many shares you
own, it is important that your shares be represented at the Annual Meeting. Accordingly, if you are a
stockholder of record, we urge you to complete the proxy and return it to us promptly in the postage
prepaid envelope provided, or to complete and submit your proxy by telephone or via the internet in
accordance with the instructions on the proxy card. If your shares are held in “street name,” that is,
held for your account by a broker or other nominee, you will receive instructions from the holder of
record that you must follow for your shares to be voted. If you do attend the Annual Meeting online
and wish to vote at that time, you may revoke a previously submitted proxy by voting at the meeting.
Sincerely yours,
Robert J. Terry
Senior Vice President, General Counsel and Secretary

Letter from Chairman of the Board
Dear Fellow Stockholder:
On behalf of the entire Board of Directors, I thank you for your continued support of Skyworks.
Despite macroeconomic headwinds and a challenging year, our resilient business model allowed us to
generate annual operating cash flow of $1.825 billion for fiscal year 2024. This enabled us to increase the
total amount of our quarterly dividends distributed this past year compared to fiscal year 2023, and to
continue making critical investments in both strategic core competencies and the diversification and reach
of our business to drive long-term stockholder value.
As the competitive landscape has intensified, these investments are more important than ever, and we
remain steadfast in our commitment to invest and innovate around our technology roadmaps. We continue
to deliver leading edge wireless solutions to key customers by leveraging our sustained investments in
semiconductor and filter technologies, advanced packaging and heterogeneous integration capabilities.
With our global manufacturing footprint, these investments will enable us to compete for and deliver
wireless, mixed signal and analog solutions to a wide array of customers and segments ranging from mobile
to IoT, automotive, and data center.
Following a robust search process, in February 2025 we welcomed Philip G. Brace as our President and
Chief Executive Officer and as a member of the Board of Directors. Phil’s appointment was the culmination
of a comprehensive and thoughtful succession planning process led by our Board and conducted with the
help of an executive search firm. In choosing the next leader for Skyworks, the Board of Directors was
focused on finding an individual with the skills, experience, and leadership to take Skyworks to the next
level as we work to deliver operational excellence, innovate leading technologies and diversify our offerings
in a dynamic industry. Phil has deep knowledge of the semiconductor, server, IoT and storage industries
and has strong experience leading businesses to identify and capture market growth opportunities. Phil’s
strategic insight and leadership ability reinforce our confidence that the Company will deliver on our
long-term strategy and initiatives. We also want to thank Liam Griffin for his leadership as Chief Executive
Officer and the many contributions he made to Skyworks over his 23 years at the Company.
Our Board believes that stockholder engagement is a fundamental element of sound corporate
governance. In 2024, we reached out to stockholders representing approximately 54% of our outstanding
stock and held discussions with all stockholders who expressed interest in engaging. Discussion topics
included executive compensation, corporate governance and sustainability efforts. After discussions with
stockholders, we made responsive changes to our executive compensation program by increasing the
performance and vesting periods for the EBITDA margin percentile ranking metric for fiscal year 2025
performance share awards. Stockholder feedback remains a valued input in Board decision-making.
Last year, we published our 2023 Sustainability Report, providing updates on topics including environmental
responsibility, cybersecurity, and supply chain management. We were pleased to announce that we
strengthened our scope 1 and 2 CO2e emissions reduction target and disclosed certain scope 3 CO2e
emissions data for the first time. We also reported improvements in scope 1 and 2 CO2e emissions. During
our stockholder engagement, many of our stockholders provided feedback supporting our sustainability
journey and encouraged us to continue on our path.
Thank you for your investment in Skyworks and continued confidence in the Board. We look forward to
continuing our dialogue with you in the year to come.
With appreciation,
Christine King
Chairman of the Board

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
Date and Time
Location
Record Date
May 14, 2025
11:00 a.m. PDT
www.virtualshareholdermeeting.com/
SWKS2025
March 20, 2025
Items of Business
1.
To elect nine individuals nominated to serve as directors of the Company with terms expiring at
the 2026 Annual Meeting of Stockholders and named in the Proxy Statement;
2.
To ratify the selection by the Company’s Audit Committee of KPMG LLP as the independent
registered public accounting firm for the Company for our fiscal year ending October 3, 2025
(“fiscal year 2025”);
3.
To approve, on an advisory basis, the compensation of the Company’s named executive officers;
4.
To consider two stockholder proposals, if properly presented at the 2025 Annual Meeting of
Stockholders (the “Annual Meeting”); and
5.
To transact such other business as may properly come before the Annual Meeting.
Your Vote Is Important.
To ensure your representation at the Annual Meeting, please submit your proxy or voting instructions as
soon as possible by using any of the following methods, as described in greater detail on your proxy card
or voter instruction form.
Internet
Phone
Mail
The accompanying Proxy Statement includes further information about how to attend the Annual
Meeting online, vote your shares online during the Annual Meeting, and submit questions online during
the Annual Meeting.
By Order of the Board of Directors,
Robert J. Terry
Senior Vice President, General Counsel and Secretary
Irvine, California • March 28, 2025

PROXY STATEMENT 2025
Table of Contents
Proxy Statement Summary . . . . . . . . . . . . . .
1
Proposal 1: Election of Directors . . . . . . . . .
8
Nominees for Election . . . . . . . . . . . . . . .
10
Corporate Governance . . . . . . . . . . . . . . .
17
Committees of the Board of Directors . . . .
21
Role of the Board of Directors in Risk
Oversight . . . . . . . . . . . . . . . . . . . . . . . . .
25
Compensation Committee Interlocks and
Insider Participation . . . . . . . . . . . . . . . . .
26
Certain Relationships and Related Person
Transactions . . . . . . . . . . . . . . . . . . . . . . .
26
Proposal 2: Ratification of Independent
Registered Public Accounting Firm . . . . . . .
28
Audit Fees . . . . . . . . . . . . . . . . . . . . . . . .
29
Report of the Audit Committee . . . . . . . . . .
30
Proposal 3: Advisory Vote on the
Compensation of Our Named Executive
Officers (“Say-on-Pay” Vote) . . . . . . . . . . . .
31
Information About Executive and Director
Compensation . . . . . . . . . . . . . . . . . . . . . . .
32
Summary and Highlights . . . . . . . . . . . . .
32
Compensation Discussion and
Analysis . . . . . . . . . . . . . . . . . . . . . . . . . .
33
Compensation Tables for Named
Executive Officers
. . . . . . . . . . . . . . . . . .
48
Pay Versus Performance . . . . . . . . . . . . . .
59
Director Compensation . . . . . . . . . . . . . .
63
Compensation Committee Report . . . . . . .
65
Proposal 4: Stockholder Proposal
Regarding Simple Majority Vote . . . . . . . . .
66
Statement by the Board of Directors on
the Stockholder Proposal . . . . . . . . . . . . .
67
Proposal 5: Stockholder Proposal
Regarding Disclosure of Scope 3
Greenhouse Gas Emissions . . . . . . . . . . . . .
69
Statement of Opposition by the Board of
Directors . . . . . . . . . . . . . . . . . . . . . . . . .
71
Security Ownership of Certain Beneficial
Owners and Management . . . . . . . . . . . . .
73
General Information . . . . . . . . . . . . . . . . . . .
75
Other Proposed Action . . . . . . . . . . . . . . . .
81
Other Matters . . . . . . . . . . . . . . . . . . . . . . . .
81
Appendix A: Unaudited Reconciliations of
Non-GAAP Financial Measures . . . . . . . . . .
83
Discussion Regarding the Use of Non-
GAAP Financial Measures . . . . . . . . . . . . .
84
Proxy Statement

PROXY STATEMENT SUMMARY
This summary highlights financial and other accomplishments during our fiscal year ended September 27,
2024 (“fiscal year 2024”), as well as information generally contained elsewhere in this Proxy Statement.
This summary does not contain all of the information that you should consider in advance of the 2025
Annual Meeting of Stockholders, and we encourage you to read the entire Proxy Statement before voting
your shares.
2025 Annual Meeting of Stockholders
Date and Time
Location
Record Date
May 14, 2025
11:00 a.m. PDT
www.virtualshareholdermeeting.com/
SWKS2025
March 20, 2025
Matters to be Voted Upon
Your vote is very important to us. Please cast your vote on all of the proposals to ensure that your shares
are represented.
Proposal
Required Vote
for Approval
Board
Recommendation
See
Page
1.
Election of Directors
For each director, majority of votes
cast
FOR Each
Nominee
8
2.
Ratification of Appointment of KPMG
LLP
Majority of votes present and entitled
to vote
FOR
28
3.
Advisory Vote to Approve
Compensation of Named Executive
Officers
Majority of votes present and entitled
to vote
FOR
31
4.
Stockholder Proposal Regarding
Simple Majority Vote, if Properly
Presented at the Annual Meeting
Majority of votes present and entitled
to vote
NEUTRAL
66
5.
Stockholder Proposal Regarding
Disclosure of Scope 3 Greenhouse
Gas Emissions, if Properly Presented
at the Annual Meeting
Majority of votes present and entitled
to vote
AGAINST
69
Proxy Statement
1

Financial Highlights from Fiscal Year 2024
During the fiscal year ended September 27, 2024 (“fiscal year 2024”), the Company delivered solid
results despite ongoing macroeconomic volatility, reflecting our resilient business model and operational
excellence. We continued making strategic investments in growth areas and sought to expand our
customer base and diversify the reach of our business, positioning us to capture new opportunities across
a range of markets benefitting from secular trends.
• Delivered net revenue of $4.2 billion
• Achieved operating margin of 15.3% on a GAAP basis (27.2% on a non-GAAP basis)(1)
• Posted diluted earnings per share of $3.69 on a GAAP basis ($6.27 on a non-GAAP basis)(1)
• Generated annual operating cash flow of $1.825 billion, or 44% operating cash flow margin, and
free cash flow(1) of $1.668 billion, or 40% free cash flow margin(1)
• Raised our quarterly dividend from $0.68 per share to $0.70 per share
• Returned approximately $516 million to stockholders through dividends and share repurchases
• Repaid $300 million of debt
Q4
Q3
Q2
Q1
$0.13
$0.26
$0.26
$0.26
$0.28
$0.32
$0.28
$0.28
$0.28
$0.32
$0.38
$0.44
$0.50
$0.50
$0.50
$0.56
$0.56
$0.56
$0.56
$0.62
$0.62
$0.62
$0.62
$0.68
$0.68
$0.68
$0.68
$0.70
$0.44
$0.44
$0.50
$0.38
$0.38
$0.44
$0.32
$0.32
$0.38
$0.13
$0.13
$0.26
$1.06
$1.16
$2.06
$2.30
$2.54
$2.74
$1.82
$1.58
$1.34
FY16
FY17
FY21
FY22
FY23
FY24
FY20
FY19
FY18
$0.65
FY15
Quarterly Dividends:
Fiscal Years 2015 — 2024
(1)
Please see table on page 83 for a full reconciliation of non-GAAP results to GAAP results. The term “GAAP” means United
States Generally Accepted Accounting Principles.
2
Proxy Statement

Other Accomplishments from Fiscal Year 2024
Throughout fiscal year 2024, our connectivity and analog mixed-signal solutions enabled a broad set of
applications across mobile, Internet of Things (“IoT”), automotive, industrial, data center and 5G wireless
infrastructure, providing essential technologies and products to industry-leading customers throughout
the world. Highlights from the year include:
• Secured 5G content for premium Android smartphones
• Delivered next-generation smart energy solutions
• Achieved several audio System-on-a-Chip design wins for wireless gaming and soundbars
• Increased design win momentum in automotive including 5G front-end modules, infotainment,
and digital isolators, across leading original equipment manufacturers
• Secured several design wins in infrastructure, including optical transport products with a major
operator in India and timing devices for 5G small cells for private networks
• Achieved International Automotive Task Force (“IATF”) 16949 automotive certification at multiple
facilities
Cash Flow Generation
$0.8B
$0.6B
$1.4B
$1.0B
$1.8B
$1.7B
FY14
FY19
FY24
Operating Cash Flow
Non-GAAP Free Cash Flow
(2)
Please see table on page 83 for a full reconciliation of non-GAAP results to GAAP results.
Proxy Statement
3

Our Director Nominees
Nine nominees, each of whom currently serves as a director, have been nominated for election to our
Board of Directors (the “Board”) to serve until the 2026 Annual Meeting of Stockholders (the “2026 Annual
Meeting”) and until their successors are elected and qualified or until their earlier resignation or removal.
Additional information on each nominee may be found below under “Election of Directors.” The
following table lists the nine nominees, their age, the year such nominees were first elected as directors of
the Company, their principal occupation, their independence status, their Board committee membership(s)
as of March 1, 2025, and the number of other public company boards on which they serve.
Name
Age
Director
Since
Principal Occupation
Independent
Committee
Memberships
Other Public
Company
Boards
Christine King
Chairman of the Board
75
2014
Retired Executive Chairman,
QLogic
•
AC, CC (C)
—
Philip G. Brace
54
2025
CEO and President, Skyworks
Solutions
—
1
Alan S. Batey
62
2019
Retired EVP and President of
North America, General Motors
•
CC
—
Kevin L. Beebe
66
2004
President and CEO, 2BPartners
•
NCGC (C)
2
Eric J. Guerin
53
2022
CFO, RB Global, Inc.
•
AC
—
Suzanne E. McBride
56
2022
COO, Iridium Communications
•
NCGC
1
David P. McGlade
64
2005
Retired Executive Chairman,
Intelsat
•
AC (C), NCGC
—
Robert A. Schriesheim
64
2006
Chairman, Truax Partners
•
AC, CC
2
Maryann Turcke
59
2023
Former Chief Operating
Officer, National Football
League
•
NCGC
2
“AC” indicates Audit Committee, “CC” indicates Compensation Committee, “NCGC” indicates Nominating and Corporate
Governance Committee, and “(C)” indicates Committee Chair. Three of the director nominees are female and one is African-
American or Black.
The nine director nominees standing for reelection to the Board have diverse backgrounds, skills, and
experiences. We believe their varied backgrounds, skills, and experiences contribute to an effective and
well-balanced Board that is able to provide valuable insight to, and effective oversight of, our senior
management team.
88.8%
Independent
Director Independence
Director Tenure
5-10 Years
9.4
Years Average
Tenure
< 5 Years
> 10 Years
4
Proxy Statement

Corporate Governance Highlights
The Company has a proven track record of sound and effective corporate governance practices and
policies, including those highlighted below.
Corporate Governance Best Practices
Annually Elected Directors
All of our directors are elected annually
Majority Vote Standard
In uncontested elections, directors are elected by a majority of votes cast
Board Leadership
Our current Board Chairman is independent. At times when the Chairman is not
independent, the Board selects a lead independent director with a robust set of
duties set forth in our corporate governance guidelines
Executive Sessions
Our independent directors regularly meet in executive sessions without
management, with the Chairman or Lead Independent Director presiding
Independent Board Committees
All members of the Board’s three standing committees are independent directors
Board Refreshment
Our Board regularly takes steps to refresh its membership, including adding four
new directors since 2022
Risk Assessment
Our Board and its committees regularly review management’s processes for
identifying, assessing, and managing risks
Annual Board Assessment
The Nominating and Corporate Governance Committee oversees an annual
evaluation of the effectiveness of the Board, each committee, and individual
directors
Executive Succession Planning
The Board periodically reviews and approves the executive succession plan in
consultation with the Compensation Committee and the Chief Executive Officer
No “Poison Pill”
The Board has not adopted a “poison pill”
Stock Ownership Requirements
All directors and executive officers are subject to robust stock ownership
requirements
Prohibition on Pledging
We prohibit our directors and employees from pledging Company securities
Special Meeting Right
Our stockholders have the right to call a special meeting of the Company’s
stockholders
Proxy Access
Eligible stockholders may nominate their own director nominees to be included in
the Company’s proxy materials
Regular Stockholder Engagement
We regularly conduct outreach to our stockholders to understand their
perspectives on various matters
Director Commitments
All directors are subject to our policy on director public company board
commitments and annual review by the Nominating and Corporate Governance
Committee regarding those commitments
Proxy Statement
5

Compensation Highlights
Under our pay-for-performance philosophy, we believe that executive compensation should be strongly
aligned with the interests of our long-term stockholders. As a result, a substantial portion of the annual
compensation for each of our Chief Executive Officer, our Chief Financial Officer, and our three next most
highly paid executive officers during fiscal year 2024, as determined under the rules of the SEC (the
“Named Executive Officers”) is tied to Company performance and stock price performance. The charts
below show the target total direct compensation mix for fiscal year 2024 for our Chief Executive Officer
and the average for the other Named Executive Officers, in each case reflecting actual salary, target
short-term incentive award, and the grant date fair value of long-term stock-based compensation awards.
Chief Executive Officer
Other Named Executive Officers
Base
Salary
7%
Subject to
Performance
Metrics
(blue circle)
At Risk
(gray circle)
Restricted
Stock Units
33%
Long-Term
Stock-Based
Incentive
82%
Short-Term
Incentive
11%
Performance
Shares
49%
Base
Salary
12%
Restricted
Stock Units
31%
Long-Term
Stock-Based
Incentive
77%
Short-Term
Incentive
10%
Performance
Shares
46%
6
Proxy Statement

Stockholder Engagement
Engagement with the Company’s stockholders is a critical part of our commitment to good corporate
governance, and we regularly conduct outreach to our stockholders to understand their perspectives on
various matters. Most recently, we engaged in formal stockholder outreach following the 2024 Annual
Meeting of Stockholders (the “2024 Annual Meeting”) and through January 2025. We contacted twenty
of our largest institutional stockholders representing approximately 54% of the Company’s shares
outstanding. Stockholders representing approximately 44% of the Company’s shares outstanding
responded to the outreach, and we held engagement meetings with those stockholders who wanted to
meet, representing approximately 36% of the Company’s outstanding shares. Our Chairman of the Board,
who was then serving as Lead Independent Director, also participated in select engagement.
We Contacted Stockholders
Representing
of Our Shares
Outstanding
~54%
We Received Responses to Our
Outreach from Stockholders Representing
of Our Shares
Outstanding
~44%
We Held Engagement Meetings
with Stockholders Representing
of Our Shares
Outstanding
~36%
Topics of conversation in the engagement meetings included executive compensation, our corporate
governance practices, Board composition and skills, our sustainability accomplishments and progress, our
efforts to eliminate the supermajority vote provisions from our Restated Certificate of Incorporation, and
other topics, with many stockholders expressing approval of the Company’s demonstrated history of robust
disclosure and stockholder responsiveness, including relating to compensation policies and plan
designs. A summary of the stockholder engagement was provided to the Board.
Proxy Statement
7

ELECTION OF DIRECTORS
Under this Proposal 1, you are being asked to
consider nine nominees for election to our Board
to serve until the 2026 Annual Meeting and
until their successors are elected and qualified or
until their earlier resignation or removal. Each
nominee for election has agreed to serve if
elected, and the Board knows of no reason why
any nominee should be unable or unwilling to
serve. If a nominee is unable or unwilling to serve,
the attorneys-in-fact named in this Proxy
Statement will vote any shares represented at the
meeting by proxy for the election of another
individual nominated by the Board, if any. No
nominee or executive officer is related by blood,
marriage, or adoption to any other director,
nominee, or executive officer. No arrangements
or understandings exist between any director or
person nominated for election as a director and
any other person pursuant to which such person is
to be selected as a director or nominee for
election as a director.
Proxies cannot be voted for a greater number of
individuals than the number of nominees named
in this Proxy Statement.
The following table lists the nine nominees for
election as directors, the year such nominees were
first elected as directors of the Company, and
their Board committee memberships as of
March 1, 2025. The table also lists the number of
meetings held by each committee during fiscal
year 2024.
Director
Since
Committee Memberships
Name
Independent
AC
CC
NCGC
Christine King, Chairman of the Board
2014
•
•
C
Alan S. Batey
2019
•
•
Kevin L. Beebe
2004
•
C
Philip G. Brace
2025
Eric J. Guerin
2022
•
•
Suzanne E. McBride
2022
•
•
David P. McGlade
2005
•
C
•
Robert A. Schriesheim
2006
•
•
•
Maryann Turcke
2023
•
•
Number of Meetings in FY2024
8
5
3
“AC” indicates Audit Committee, “CC” indicates Compensation Committee, “NCGC” indicates Nominating and Corporate
Governance Committee, and “C” indicates Committee Chair
PROPOSAL 1:
8
Proxy Statement

Immediately below this proposal is biographical
information about each of the director nominees,
including information regarding each nominee’s
business experience for the past five years, and the
names of other public companies for which each
nominee currently serves or has served as a
director during the past five years. In addition to
the information presented below regarding each
nominee’s specific experience, qualifications,
attributes, and skills that led our Nominating and
Corporate Governance Committee and our Board
to conclude that he or she should serve as a
director, we also believe that each of our directors
has a reputation for integrity, honesty, and
adherence to high ethical standards. They have
each demonstrated business acumen, an ability to
exercise sound judgment, knowledge of our
business and industry, and the willingness to
devote the time needed to be an effective director.
Majority Vote Standard for Election of Directors
A nominee for election as a director in an
uncontested election (an election where the
number of nominees for election as directors is
equal to or less than the number of directors to be
elected) will be elected if the number of votes
cast “FOR” such nominee’s election exceeds the
number of votes cast “AGAINST” the nominee’s
election. In a contested election (in which the
number of nominees for election as directors
exceeds the number of directors to be elected at
such meeting), directors are elected by a
plurality of all votes cast in such election. The
election of directors at this Annual Meeting is
uncontested.As a result, each nominee for election
as a director at the Annual Meeting will only be
elected if the votes cast “FOR” such nominee
exceed the number of votes cast “AGAINST” such
nominee. As required by our corporate
governance guidelines, which are available on
the Investor Relations portion of the Company’s
website at www.skyworksinc.com, each incumbent
director who is a nominee for election as a
director at the Annual Meeting submitted to the
Board an irrevocable resignation that would
become effective if the votes cast “FOR” such
nominee’s election do not exceed the votes cast
“AGAINST” such nominee’s election and our Board
determines to accept his or her resignation.
Upon such resignation by a nominee and pursuant
to the procedures set forth in the corporate
governance guidelines, the Nominating and
Corporate Governance Committee will evaluate
the best interests of our Company and
stockholders and will recommend to our Board
the action to be taken with respect to the
resignation. The Board will then decide whether
to accept, reject, or modify the Nominating and
Corporate Governance Committee’s
recommendation, and the Company will publicly
disclose such decision by the Board with respect
to the director nominee.
Shares represented by all proxies received by the
Board that are properly completed, but do not
specify a choice as to the election of directors, will
be voted “FOR” the election of all nine of the
nominees.
VOTE
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”
THE ELECTION OF EACH OF THE NINE NOMINEES IN PROPOSAL 1
Proxy Statement
9

Nominees for Election
Christine King, Chairman of the Board
Director since: 2014 • Age: 75
Ms. King has been Chairman of the Board since February 2025.
She first joined the Board in 2014 and served as Lead
Independent Director from 2019 to February 2025. She served as
Executive Chairman of QLogic Corporation (a publicly traded
developer of high-performance server and storage networking
connectivity products) from August 2015 until August 2016, when
it was acquired by Cavium, Inc. Previously, she served as Chief
Executive Officer of Standard Microsystems Corporation
(“Standard Microsystems”) (a publicly traded developer of silicon-
based integrated circuits utilizing analog and mixed-signal
technologies) from 2008 until the company’s acquisition in 2012
by Microchip Technology, Inc. Prior to Standard Microsystems,
Ms. King was Chief Executive Officer of AMI Semiconductor, Inc., a
publicly traded company, from 2001 until it was acquired by ON
Semiconductor Corp. in 2008.
Qualifications: Ms. King’s qualifications to serve as a director
include her extensive management and operational experience in
the high-tech and semiconductor industries as well as her
significant strategic and financial expertise.
Committee(s)
• Audit
• Compensation (Chair)
Other Public Company Boards
Current
• None
Past 5 Years
• Allegro MicroSystems, Inc. (until 2021)
• IDACORP, Inc. (until 2021)
10
Proxy Statement

Philip G. Brace, Chief Executive Officer and President
Director since: 2025 • Age: 54
Prior to his appointment as Chief Executive Officer and President
and a director in February 2025, Mr. Brace served as interim
Executive Chairman of Inseego Corp. (“Inseego”) (a publicly
traded designer and developer of wireless broadband and IoT
solutions) from February 2024 to February 2025 and served on the
board of directors of Inseego from September 2023 to
February 2025. Before that, Mr. Brace was President and Chief
Executive Officer of Sierra Wireless Inc. (a formerly publicly traded
provider of IoT solutions) from July 2021 to January 2023 where
he led the company through significant improvements. Mr. Brace
also held previous roles as Executive Vice President of Veritas
Software Technology Corp (a formerly publicly traded provider of
data management and protection solutions for businesses) from
2019 to 2021, and President of Cloud Systems and Silicon Group
at Seagate Technology Holdings PLC (a publicly traded
manufacturer of data storage products) from 2015 to 2017.
Previously, Mr. Brace served in engineering and management roles
at Intel Corporation (a publicly traded developer of computer
components) and LSI Corporation (a formerly publicly traded
semiconductor designer acquired by Avago Technologies
Limited).
Qualifications: Mr. Brace’s qualifications to serve as a director
include his deep understanding of the semiconductor industry
and his prior executive experience in the server, IoT and storage
industries, as well as his track record of helping businesses
enhance their product lines, market penetration and growth.
Committee(s)
• None
Other Public Company Boards
Current
• BlackBerry Limited
Past 5 Years
• Inseego Corp. (until 2025)
• Lantronix, Inc. (until 2025)
• Sierra Wireless Inc. (until 2023)
Proxy Statement
11

Alan S. Batey
Director since: 2019 • Age: 62
Mr. Batey served as Executive Vice President and President of
North America for General Motors Company (a publicly traded
automotive manufacturer), as well as the Global Brand Chief for
Chevrolet, a division of General Motors Company, from 2014 until
2019. His career spans more than 39 years with General Motors
where he held various senior management positions in operations,
marketing, and sales around the world.
Qualifications: Mr. Batey’s qualifications to serve as a director
include his extensive senior management experience at General
Motors, where he developed expertise on a broad set of complex
strategic, operational, and technological matters involving the
automotive industry, an industry that is expected to be a growth
market for the Company.
Committee(s)
• Compensation
Other Public Company Boards
Current
• None
Past 5 Years
• None
Kevin L. Beebe
Director since: 2004 • Age: 66
Mr. Beebe has been President and Chief Executive Officer of
2BPartners, LLC (a partnership that provides strategic, financial,
and operational advice to private equity investors and
management) since 2007. In 2014, Mr. Beebe became a founding
partner of Astra Capital Management (a private equity firm based
in Washington, D.C.). Previously, beginning in 1998, he was Group
President of Operations at ALLTEL Corporation (a
telecommunications services company).
Qualifications: Mr. Beebe’s qualifications to serve as a director
include his two decades of experience as an operating executive
in the wireless telecommunications industry as well as his
experience and relationships gained from advising leading private
equity firms that are transacting business in the global capital
markets.
Committee(s)
• Nominating and Corporate
Governance (Chair)
Other Public Company Boards
Current
• SBA Communications Corporation
• Frontier Communications Parent, Inc.
Past 5 Years
• Altimar Acquisition Corporation (until
2021)
• Altimar Acquisition Corp. II (until 2021)
12
Proxy Statement

Eric J. Guerin
Director since: 2022 • Age: 53
Mr. Guerin serves as Chief Financial Officer of RB Global, Inc. (a
publicly traded provider of insights, services and transaction
solutions for buyers and sellers of commercial assets and vehicles),
a role he has held since January 2024. Previously, Mr. Guerin
served as Senior Vice President and Chief Financial Officer of
Veritiv Corporation (a formerly publicly traded provider of
packaging and hygiene products), from March 2023 to
December 2023 and as its Senior Vice President-Finance from
January 2023 to March 2023. Prior to that, he served as Executive
Vice President and Chief Financial Officer of CDK Global Inc. (a
formerly publicly traded provider of integrated technology
solutions to the automotive industry) from 2021 to 2022. From
2016 to 2021, he served as Division Vice President and sector
Chief Financial Officer at Corning Glass Technologies, a division of
Corning Inc. (a publicly traded innovator in materials science).
Previously, he served in financial leadership roles at Flowserve
Corporation, Novartis Corporation, Johnson & Johnson Services
Inc., and AstraZeneca PLC, each a publicly traded company or
subsidiary thereof.
Qualifications: Mr. Guerin’s qualifications to serve as a director
include his financial and operational expertise across multiple
dynamic industries.
Committee(s)
• Audit
Other Public Company Boards
Current
• None
Past 5 Years
• Natus Medical Incorporated (until
2022)
Suzanne E. McBride
Director since: 2022 • Age: 56
Ms. McBride serves as Chief Operations Officer for Iridium
Communications, Inc. (“Iridium”) (a publicly traded operator of a
satellite-based global communications network). Prior to rejoining
Iridium in February 2019, where she had previously served from
2007 to 2016 in various leadership roles, Ms. McBride served from
June 2016 to January 2019 as Senior Vice President and Chief
Operations Officer for OneWeb (a privately held company
building a space-based global communications network that filed
a voluntary petition for Chapter 11 bankruptcy protection on
March 27, 2020). Earlier in her career, she held a series of
increasingly senior positions in technology and operations with
Motorola Solutions, Inc. (a publicly traded telecommunications
company), and General Dynamics Corporation (a publicly traded
aerospace and defense company).
Qualifications: Ms. McBride’s qualifications to serve as a director
include her extensive strategy and operations expertise developed
through more than twenty-five years of experience within the
wireless technology industry.
Committee(s)
• Nominating and Corporate
Governance
Other Public Company Boards
Current
• Iridium Communications, Inc.
Past 5 Years
• None
Proxy Statement
13

David P. McGlade
Director since: 2005 • Age: 64
Mr. McGlade served as Chairman of the Board of Intelsat S.A.
(“Intelsat”) (a formerly publicly traded worldwide provider of
satellite communication services) from April 2013 to
February 2022. He served as Executive Chairman of Intelsat from
April 2015 to March 2018, prior to which he served as Chairman
and Chief Executive Officer. Mr. McGlade joined Intelsat in
April 2005 and was the Deputy Chairman from August 2008 until
April 2013. Previously, Mr. McGlade served as an Executive
Director of mmO2 PLC and as the Chief Executive Officer of O2
UK (a subsidiary of mmO2), a position he held from October 2000
until March 2005.
Qualifications: We believe that Mr. McGlade’s qualifications to
serve as a director include his significant operational, strategic,
and financial acumen, as well as his knowledge about global
capital markets, developed over approximately four decades of
experience in the telecommunications industry.
Committee(s)
• Audit (Chair)
• Nominating and Corporate
Governance
Other Public Company Boards
Current
• None
Past 5 Years
• Intelsat S.A. (until 2022)
Robert A. Schriesheim
Director since: 2006 • Age: 64
Mr. Schriesheim has been Chairman of Truax Partners LLC (a
consulting firm) since 2018 and has served as Adjunct Associate
Professor of Finance at the University of Chicago Booth School of
Business since September 2023. He served as Executive Vice
President and Chief Financial Officer of Sears Holdings
Corporation (a publicly traded nationwide retailer) from
August 2011 to October 2016. From January 2010 to
October 2010, Mr. Schriesheim was Chief Financial Officer of
Hewitt Associates, Inc. (a global human resources consulting and
outsourcing company that was acquired by Aon Corporation).
From October 2006 until December 2009, he was the Executive
Vice President and Chief Financial Officer of Lawson Software, Inc.
(a publicly traded ERP software provider).
Qualifications: We believe that Mr. Schriesheim’s qualifications to
serve as a director include his extensive knowledge of the capital
markets and corporate financial capital structures, his expertise
evaluating and structuring merger and acquisition transactions
within the technology sector, and his experience gained through
leading companies through major strategic and financial
corporate transformations.
Committee(s)
• Audit
• Compensation
Other Public Company Boards
Current
• Houlihan Lokey, Inc., Lead
Independent Director
• Alight, Inc.
Past 5 Years
• Indivior PLC (until 2025)
• Frontier Communications Corporation
(until 2021)
14
Proxy Statement

Maryann Turcke
Director since: 2023 • Age: 59
Ms. Turcke most recently served as a senior advisor at Brookfield
Asset Management from September 2020 to September 2022.
Previously, Ms. Turcke served as Chief Operating Officer of the
National Football League (“NFL”) from January 2018 to
September 2020 and as a Senior Advisor for the NFL from
September 2020 to May 2021. She joined the league as President
of NFL Network, Digital Media, NFL Films and IT in April 2017.
Prior to the NFL, Ms. Turcke served for more than a decade in
various leadership roles within BCE Inc. (a publicly traded
communications company formerly known as Bell Canada
Enterprises), including serving from April 2015 to February 2017
as president of Bell Media, a division of BCE.
Qualifications: We believe that Ms. Turcke’s qualifications to serve
as a director include her significant operational, management and
financial experience, including in the telecommunications industry.
Committee(s)
• Nominating and Corporate
Governance
Other Public Company Boards
Current
• Frontier Communications Parent, Inc.
• Royal Bank of Canada
Past 5 Years
• Northern Star Investment Corp. II (until
2023)
Proxy Statement
15

The table below summarizes the key qualifications
and attributes relied upon by the Board in
nominating each of our nine current directors for
election. Marks indicate specific areas of focus or
expertise relied on by the Board. The lack of a
mark in a particular area does not necessarily
signify a director’s lack of qualification or
experience in such area.
Skills and Experience
Other Public Company Boards 
Current
2
1
2
1
1
2
Past 5 Years
2
3
1
2
2
Executive Leadership








Public Company CEO Experience


Public Company CFO Experience
Other Public Company Executive
Officer Experience1




International Business












Finance







Public Financial Reporting




Audit Committee Financial Expert2




Manufacturing / Operations





Technology








Wireless Communication






Sales / Marketing


Mergers and Acquisitions











Brace
Guerin
Beebe
Batey
King
McGlade
Schriesheim
Turcke
McBride
Semiconductors


1









1. Current or Former Section 16 Officer under applicable SEC rules
2. Per designation by Skyworks' Board of Directors 
16
Proxy Statement

Corporate Governance
Stockholder Engagement
Engagement with the Company’s stockholders is
a critical part of our commitment to good
corporate governance, and we regularly conduct
outreach to our stockholders to better understand
their perspectives on various matters. Most
recently, we engaged in formal stockholder
outreach following the 2024 Annual Meeting. We
conducted outreach with twenty of our largest
institutional stockholders representing
approximately 54% of the Company’s shares
outstanding. Stockholders representing
approximately 44% of the Company’s shares
outstanding responded to the outreach, and we
held engagement meetings with those
stockholders who wanted to meet, representing
approximately 36% of the Company’s outstanding
shares. Our Chairman of the Board, who was
then serving as Lead Independent Director, also
participated in select engagement.
We solicited and received feedback from
institutional stockholders on various key
governance and disclosure topics, including the
following:
• Executive Compensation: Overall, our
institutional stockholders broadly shared
support for the Company’s demonstrated
history of disclosure and stockholder
responsiveness, including relating to
compensation policies and plan designs. In
some cases, investors asked for, and we
provided, more information on the rationale
behind our metrics and performance
periods.The Compensation Committee’s
decision to increase both the performance and
vesting periods for the EBITDA margin percentile
ranking metric from two years to three years
for fiscal year 2025 performance share awards
to our Named Executive Officers took into
account feedback from our stockholders.
• Board Refreshment: Our institutional
stockholders expressed support for the
Company’s approach to Board refreshment,
including our prior phased retirement of long-
tenured directors and appointment of new
directors that would add to the compilation of
skills and backgrounds on our Board while
maintaining a balance of tenure on the Board.
• Sustainability Disclosure: Many of our large
institutional stockholders expressed support for
the progress we have made in our sustainability
journey and appreciated the additional
disclosure contained in our sustainability report
released in 2024, as well as our overall
progress on sustainability matters, including
our disclosure of certain scope 3 emissions data
and the strengthening and acceleration of our
scopes 1 and 2 emissions reduction targets.
• Human Capital Management: Our institutional
stockholders expressed the importance of
human capital management topics, and many
were pleased with the disclosures we made in
our 2023 Sustainability Report. A few
stockholders had questions about employee
engagement and turnover trends, and we
responded in line with the disclosures we have
made in our 2023 Sustainability Report.
Our Board values the opinions expressed by our
stockholders and will continue to consider voting
results from our stockholder meetings, as well
as feedback obtained through our regular
stockholder engagement efforts, when making
future decisions regarding various matters.
Board of Directors Meetings
The Board met five (5) times during fiscal year
2024. During fiscal year 2024, each incumbent
director who served on the Board in fiscal year
2024 attended at least 75% of the aggregate of the
total number of meetings of the Board and the
total number of meetings held by all committees
of the Board on which he or she served. The
Company’s policy with respect to directors’
attendance at the Annual Meeting is included in
our corporate governance guidelines, which are
Proxy Statement
17

available on the Investor Relations portion of the
Company’s website at www.skyworksinc.com.
At the 2024 Annual Meeting, each director then
in office was in attendance.
Director Independence
Each year, the Board reviews the relationships
that each director has with the Company and with
other parties. Only those directors who do not
have any of the categorical relationships that
preclude them from being independent within
the meaning of the applicable Listing Rules of the
Nasdaq Stock Market LLC (the “Nasdaq Rules”)
and who the Board affirmatively determines have
no relationships that would interfere with the
exercise of independent judgment in carrying out
the responsibilities of a director are considered
to be independent directors. The Board has
reviewed a number of factors to evaluate the
independence of each of its members. These
factors include its members’ current and historic
relationships with the Company and its
competitors, suppliers, and customers; their
relationships with management and other
directors; the relationships their current and
former employers have with the Company; and
the relationships between the Company and other
companies of which a member of the Company’s
Board is a director or executive officer. After
evaluating these factors, the Board has determined
that eight of the nine members of the Board,
namely, Alan S. Batey, Kevin L. Beebe, Eric J.
Guerin, Christine King, Suzanne E. McBride,
David P. McGlade, Robert A. Schriesheim, and
Maryann Turcke, do not have any relationships that
would interfere with the exercise of independent
judgment in carrying out their responsibilities as
directors and that each such director is an
independent director of the Company within the
meaning of applicable Nasdaq Rules.
Corporate Governance Guidelines
The Board has adopted corporate governance
practices to help fulfill its responsibilities to the
stockholders in overseeing the work of
management and the Company’s business
results. These guidelines are intended to ensure
that the Board has the necessary authority and
practices in place to review and evaluate the
Company’s business operations, as needed, and
to make decisions that are independent of the
Company’s management. In addition, the
guidelines are intended to align the interests of
directors and management with those of the
Company’s stockholders. A copy of the Company’s
corporate governance guidelines is available on
the Investor Relations portion of the Company’s
website at www.skyworksinc.com.
In accordance with these corporate governance
guidelines, independent members of the Board
met in executive session without management
present four (4) times during fiscal year 2024. Our
then Lead Independent Director served as
presiding director for these meetings.
Additional Board Service
Directors are expected to commit sufficient time
and attention to the activities of the Board. Our
corporate governance guidelines include a public
company board commitment policy.In accordance
with this policy, except as otherwise approved
by the Board:
• an executive officer of the Company who serves
as a director of the Company should not serve
on more than one other public company board;
• a director of the Company who serves as an
executive officer of another public company
should not serve on more than two total public
company boards (including the Company); and
• a director of the Company who does not serve
as an executive officer of any public company
should not serve on more than four total
public company boards (including the
Company).
For purposes of this policy, the term “public
company” means a company with a class of
securities registered pursuant to section 12 of the
Securities Exchange Act of 1934, as amended
(the “Exchange Act”) or subject to the
requirements of section 15(d) of the Exchange
Act.
In addition, the corporate governance guidelines
provide that the Nominating and Corporate
Governance Committee must conduct an annual
18
Proxy Statement

review of director commitments to public
company board service (including any committee
chair role) and any executive officer role (if
applicable) in connection with its recommendation
of directors for election to the Board at the
annual meeting of stockholders. The Nominating
and Corporate Governance Committee
conducted a review of director commitments for
our 2025 director nominees. All our 2025 director
nominees comply with our public company
board commitment policy.
Code of Ethics
We have adopted a written code of business
conduct and ethics that applies to our directors,
officers, and employees, including our principal
executive officer, principal financial officer,
principal accounting officer or controller, or
persons performing similar functions. We make
available our code of business conduct and ethics
free of charge through our website at
www.skyworksinc.com. We intend to disclose any
amendments to, or waivers from, our code of
business conduct and ethics that are required to
be publicly disclosed by posting any such
amendment or waivers on our website pursuant
to requirements of the Securities and Exchange
Commission (the “SEC”) and Nasdaq Rules.
Insider Trading Policy
We have adopted the Skyworks Solutions, Inc.
Company Policy Regarding Insider Trading and
Disclosure of Material Non-Public Information
governing the purchase, sale, and/or other
dispositions of the Company’s securities by
directors, officers and employees, which the
Company believes is reasonably designed to
promote compliance with insider trading laws,
rules and regulations, and any listing standards
applicable to the Company.A copy of the Skyworks
Solutions, Inc. Company Policy Regarding Insider
Trading and Disclosure of Material Non-Public
Information is filed as Exhibit 19 to Amendment
No. 1 to our Annual Report on Form 10-K for the
fiscal year ended September 27, 2024.
Executive Officer and Director Stock
Ownership Requirements
We have adopted executive officer and director
stock ownership guidelines that require our
executive officers (including those Named
Executive Officers who are still currently serving
as executive officers) and non-employee directors
to hold a significant equity interest in Skyworks
with the objective of more closely aligning the
interests of our executive officers and directors
with those of our stockholders. All of our Named
Executive Officers and non-employee directors
met the stock ownership guidelines as of
January 24, 2025, the date the Company filed
Amendment No. 1 to Annual Report on Form 10-K
disclosing executive compensation data for
fiscal year 2024 (with the exception of Ms. Turcke,
who is not required to comply with the guidelines
until the fifth anniversary of her appointment to the
Board).
Executive Succession Planning
The Board considers succession planning for the
Chief Executive Officer and other senior executives
to be one of its primary responsibilities. In
accordance with our Corporate Governance
Guidelines, the Chief Executive Officer provides
an annual report to the Board regarding
succession planning and management
development, including a succession plan for the
Chief Executive Officer.The Board also discusses
management succession with the Chief Executive
Officer and in executive session when the Chief
Executive Officer is not present.
The appointment of Philip G. Brace as our Chief
Executive Officer and President and as a member
of the Board, effective February 17, 2025, was
the culmination of an orderly, robust and thorough
succession planning process led by our Board,
with the assistance of an executive search firm. In
its evaluation of potential candidates, the Board
focused on skills, attributes and experience that
they believed would be beneficial to and align with
the needs of the Company. The Board found in
Mr. Brace an accomplished technology executive
who brings strategic insight and leadership
with deep knowledge of the semiconductor
Proxy Statement
19

industry and extensive experience in helping
businesses enhance their product lines and
achieve market penetration and profitable growth.
To help ensure a smooth transition, Liam K.
Griffin is remaining with the Company in an
advisory role for three months following Mr. Brace’s
appointment.
Board Leadership Structure
Our Board selects the Company’s Chairman of
the Board in the manner it determines to be in the
best interests of the Company at the time.
In connection with our recent Chief Executive
Officer transition, the Board determined it
appropriate to separate the Chief Executive
Officer and Chairman of the Board roles. The
Board believes that this separation of duties will
help to enhance our corporate governance by
allowing the Chairman to continue focusing on
and strengthening oversight, while our new Chief
Executive Officer focuses on enhancing and
executing the strategic vision for — and day-to-day
management of — the Company.
In the event that the Chairman of the Board is not
an independent director, the Board selects a
Lead Independent Director. The Board believes
that this leadership structure, coupled with a strong
emphasis on Board independence, provides
effective independent oversight of management.
Ms. King served as our Lead Independent
Director from May 2019 until our Board appointed
her as Chairman of the Board in February 2025.
The Board believes our current leadership
structure is appropriate.
Stockholder Communications
Our stockholders may communicate directly with
the Board as a whole or to individual directors
by letter addressed directly to such individual or
individuals at the following address:
c/o Skyworks Solutions, Inc.
5260 California Avenue
Irvine, CA 92617
Attention: Secretary
The Company will forward to each director to
whom such communication is addressed, and to
the Chairman of the Board in her capacity as
representative of the entire Board, such letters as
applicable and appropriate, depending on the
facts and circumstances outlined in the
communication. Certain items that are unrelated
to the duties and responsibilities of the Board will
not be forwarded, such as: business solicitation
or advertisements; product- or service-related
inquiries, junk mail or mass mailings; resumes or
other job-related inquiries; spam; and overly
hostile, threatening, potentially illegal, or similarly
inappropriate communications.
20
Proxy Statement

Committees of the Board of Directors
The Board has a standing Audit Committee,
Compensation Committee, and Nominating and
Corporate Governance Committee.
Audit Committee
We have established an Audit Committee
consisting of the following individuals, each of
whom the Board has determined is “independent”
within the meaning of applicable Nasdaq Rules
and meets the criteria for independence set forth
in Rule 10A-3(b)(1) under the Exchange Act:
Mr. McGlade (Chairman), Mr. Guerin, Ms. King,
and Mr. Schriesheim.
The primary responsibility of the Audit Committee
is the oversight of the quality and integrity of the
Company’s financial statements, the Company’s
internal financial and accounting processes, and
the independent audit process. Additionally, the
Audit Committee has the responsibilities and
authority necessary to comply with Rule 10A-3
under the Exchange Act. The Audit Committee
meets privately with the independent registered
public accounting firm, reviews their performance
and independence from management, and has
the sole authority to retain and dismiss the
independent registered public accounting firm.
These and other aspects of the Audit Committee’s
authority are more particularly described in the
Company’s Audit Committee Charter, which the
Board adopted, is reviewed annually by the
committee, and is available on the Investor
Relations portion of our website at
www.skyworksinc.com.
The Audit Committee has adopted a formal
policy concerning approval of audit and non-audit
services to be provided to the Company by its
independent registered public accounting firm,
KPMG LLP. The policy requires that all services
provided by KPMG LLP, including audit services
and permitted audit-related and non-audit
services, be preapproved by the Audit Committee.
The Audit Committee preapproved all audit and
non-audit services provided by KPMG LLP for fiscal
year 2024. The Audit Committee met eight
(8) times during fiscal year 2024.
Audit Committee Financial Expert
The Board has determined that each of the
following members of the Audit Committee meets
the qualifications of an “audit committee financial
expert” under SEC rules and the qualifications
of “financial sophistication” under the applicable
Nasdaq Rules and qualifies as “independent” as
defined under the applicable Nasdaq Rules:
Mr. McGlade (Chairman), Mr. Guerin, Ms. King,
and Mr. Schriesheim.
Compensation Committee
We have established a Compensation Committee
consisting of the following individuals, each of
whom the Board has determined is “independent”
within the meaning of applicable Nasdaq Rules
and a non-employee director within the meaning
of Rule 16b-3 under the Exchange Act: Ms. King
(Chairman), Mr. Batey and Mr. Schriesheim.
Following the Annual Meeting, the Board
anticipates that Ms. King will rotate off from her
roles as a member and Chairman of the
Compensation Committee and the Board will
appoint one of our current Board members to join
the Compensation Committee and will also
select a new Chairman of the Compensation
Committee.
The Compensation Committee met five (5) times
during fiscal year 2024. The functions of the
Compensation Committee include establishing
the appropriate level of compensation, including
short- and long-term incentive compensation of
the Chief Executive Officer, all other executive
officers, and any other officers or employees who
report directly to the Chief Executive Officer.
The Compensation Committee also administers
Skyworks’ equity-based compensation plans. The
Compensation Committee’s authority to grant
equity awards to the Company’s executive officers
may not be delegated to the Company’s
management or others. The Board has adopted a
written charter for the Compensation Committee,
Proxy Statement
21

and it is available on the Investor Relations
portion of the Company’s website at
www.skyworksinc.com.
The Compensation Committee has engaged Aon
Consulting (“Aon”) to assist it in determining the
components and amounts of executive
compensation. The consultant reports directly to
the Compensation Committee, through its
Chairman, and the Compensation Committee
retains the right to terminate or replace the
consultant at any time. The process and
procedures followed by the Compensation
Committee in considering and determining
executive and director compensation are
described below under “Compensation Discussion
and Analysis.”
Nominating and Corporate Governance
Committee
We have established a Nominating and Corporate
Governance Committee consisting of the
following individuals, each of whom the Board
has determined is “independent” within the
meaning of applicable Nasdaq Rules: Mr. Beebe
(Chairman), Ms. McBride, Mr. McGlade, and
Ms.Turcke.The Nominating and Corporate
Governance Committee met three (3) times
during fiscal year 2024. The Nominating and
Corporate Governance Committee is responsible
for evaluating and recommending individuals
for election or reelection to the Board and its
committees, including any recommendations that
may be submitted by stockholders, as well as
the evaluation and recommendation of corporate
governance policies. The Nominating and
Corporate Governance Committee oversees the
annual evaluation process for the Board, each
committee, and individual directors, by soliciting
from each director his or her assessment of the
effectiveness of the Board, the committees on
which he or she serves, and other individual
directors. These and other aspects of the
Nominating and Corporate Governance
Committee’s authority are more particularly
described in the Nominating and Corporate
Governance Committee Charter, which the Board
adopted and is available on the Investor
Relations portion of the Company’s website at
www.skyworksinc.com.
Director Nomination Procedures
The Nominating and Corporate Governance
Committee evaluates director candidates in the
context of the overall composition and needs of
the Board, including taking into account the results
of the annual Board evaluation process, with the
objective of recommending a group that can best
manage the business and affairs of the Company
and represent the interests of the Company’s
stockholders. The committee seeks directors who
possess certain minimum qualifications,including
the following:
• A director must have substantial or significant
business or professional experience or an
understanding of technology, finance,
marketing, financial reporting, international
business, or other disciplines relevant to the
business of the Company.
• A director (other than an employee-director)
must be free from any relationship that, in the
opinion of the Board, would interfere with the
exercise of his or her independent judgment as
a member of the Board or of a Board
committee.
• The committee also considers the following
qualities and skills, among others, in its selection
of directors and as candidates for appointment
to the committees of the Board:
• economic, technical, scientific, academic,
financial, accounting, legal, marketing,
or other expertise applicable to the business
of the Company;
• leadership or substantial achievement in
their particular fields;
• demonstrated ability to exercise sound
business judgment;
• integrity and high moral and ethical
character;
• potential to contribute to the diversity of
viewpoints, backgrounds, or experiences of
the Board as a whole;
• capacity and desire to represent the
balanced, best interests of the Company as
a whole and not primarily a special interest
group or constituency;
• ability to work well with others;
• high degree of interest in the business of
the Company;
22
Proxy Statement

• dedication to the success of the Company;
• commitment to the responsibilities of a
director; and
• international business or professional
experience.
The committee believes that our Board, taken as a
whole, should embody a diverse set of skills,
experiences, and backgrounds in order to better
inform its decisions.
The committee will also take into account the fact
that a majority of the Board must meet the
independence requirements of the applicable
Nasdaq Rules. The Company expects that a
director’s existing and future commitments will
not materially interfere with such director’s
obligations to the Company. For candidates who
are incumbent directors, the committee considers
each director’s past attendance at meetings and
participation in and contributions to the activities
of the Board.The committee identifies candidates
for director nominees in consultation with the Chief
Executive Officer of the Company and the
Chairman of the Board, through the use of search
firms or other advisors or through such other
methods as the committee deems to be helpful
to identify candidates. Once candidates have been
identified, the committee confirms whether the
candidates meet all of the minimum qualifications
for director nominees set forth above through
interviews, background checks, or any other means
that the committee deems to be helpful in the
evaluation process. The committee then meets to
discuss and evaluate the qualities and skills of
each candidate, both on an individual basis and
considering the overall composition and needs of
the Board. Based on the results of the evaluation
process, the committee recommends candidates
for director nominees for election to the Board.
Stockholder Nominees For Directors
The Nominating and Corporate Governance
Committee will consider director candidates
recommended by stockholders provided such
stockholders follow the procedures set forth
below. The committee does not intend to alter
the manner in which it evaluates candidates,
including the criteria set forth above, based on
whether the candidate was recommended by a
stockholder or otherwise. For recommendations
for election to the Board proposed by stockholders
to be considered by the committee for election
at the 2026 Annual Meeting, the recommendation
must be in writing, must be received by the
committee no later than November 28, 2025 nor
earlier than October 29, 2025, and must include
the information specified in the Company’s
Policy Governing Director Nominations and
Security Holder — Board Communications which
is posted in the Investor Relations section of the
Company’s website.
Stockholders who wish to nominate director
candidates for election at the 2026 Annual
Meeting, but who are not to be included in the
Company’s proxy materials pursuant to the proxy
access provisions in our By-laws that are
described in the next paragraph, may do so in
accordance with the provisions of our By-laws by
submitting a written notice to the Secretary of the
Company at the address below no earlier than
the close of business on January 14, 2026, and no
later than the close of business on February 13,
2026. In the event that the 2026 Annual Meeting
is advanced by more than thirty (30) days, or
delayed (other than as a result of adjournment)
by more than sixty (60) days, from the first
anniversary of the Company’s 2025 Annual
Meeting, then the required notice must be
delivered in writing to the Secretary of the
Company at the address below no earlier than
the close of business on the 120th day prior to the
date of the 2026 Annual Meeting and no later
than the close of business on the later of the 90th
day prior to the 2026 Annual Meeting or the 10th
day following the day on which the public
announcement of the date of the 2026 Annual
Meeting is first made by the Company. Such notice
must include the information specified in
Article II, Section 8(A)(2) of the Company’s By-laws,
including the information required by Rule 14a-19
under the Exchange Act.
A stockholder (or a group of up to twenty
stockholders) who has owned at least
three percent of the Company’s outstanding
shares of common stock continuously for at least
three years, and has complied with the other
Proxy Statement
23

requirements in the Company’s By-laws, may
nominate and include in the Company’s proxy
materials a number of director nominees up to the
greater of two individuals or 20% of the Board.
Written notice of a proxy access nomination for
inclusion in our proxy statement for the 2026
Annual Meeting must be received in writing by
the Secretary of the Company at the address below
no earlier than December 15, 2025, and no later
than January 14, 2026. In the event that the 2026
Annual Meeting is held more than thirty (30)
days before, or more than sixty (60) days after
(other than as a result of adjournment), the first
anniversary of the Company’s 2025 Annual
Meeting, then the required notice must be
received in writing by the Secretary of the
Company at the address below no earlier than
150 days prior to the date of the 2026 Annual
Meeting and no later than the close of business
on the later of the 120th day prior to the 2026
Annual Meeting or the 10th day following the day
on which the public announcement of the date
of the 2026 Annual Meeting is first made by the
Company. Such notice must include the
information specified in Article II, Section 8(A)(3)
of the Company’s By-laws.
The written notices described above should be
sent to the General Counsel and Secretary of the
Company via U.S. mail or expedited delivery
service to:
Skyworks Solutions, Inc.
5260 California Avenue
Irvine, California 92617
24
Proxy Statement

Role of the Board of Directors in Risk Oversight
Our Board is responsible for risk oversight and
treats that role with the utmost importance. While
our management team is responsible for risk
management on a day-to-day basis and for
reporting significant risk exposures to the Board,
the Board regularly engages in both the processes
management utilizes to identify, assess and
manage risk and ongoing plans to address any
identified risks. At each of our quarterly Board
meetings and at each of our Committee meetings,
management provides updates on a wide range
of topics relating to risk. Such topics may include
cybersecurity and artificial intelligence initiatives,
corporate governance, sustainability programs,
technology development, operational execution,
and capital allocation. In addition, each committee
reports to the Board on a regular basis, including
with respect to the committee’s risk oversight
activities as well as recommendations on actions
requiring approval of the full Board.
We believe our leadership structure supports the
risk oversight function of the Board. The
independence of our Board, the Chairman of the
Board, and each of our committee chairpersons
enhances our Board’s ability to exercise risk
oversight. Through the authority of our
independent Chairman of the Board to establish
Board agendas and call and preside at Board
meetings and executive sessions of our
independent directors, our current Board
leadership structure provides mechanisms to
facilitate our Board’s exercise of its oversight
responsibilities.Those mechanisms include
requiring management reports on specific risk
areas and requesting additional information
regarding management’s recommendation on
any risk matters as the Board may determine to be
necessary or advisable.
The following table summarizes the key risk
management areas over which the Board and its
committees exercise oversight:
Board of Directors
• business strategy, including product and
technology roadmaps
• capital allocation
• organizational structure
• operational risks
• acquisitions
Audit Committee
• financial reporting
• financial and accounting controls and
processes
• legal and regulatory compliance
• cybersecurity and artificial intelligence
• tax matters
• internal audit function
• independent accounting firm
• related-party transactions
• whistleblower reporting
• enterprise risk evaluation processes
Compensation
Committee
• executive compensation programs, policies
and practices
• executive performance
• management succession planning
• non-employee director compensation
Nominating and
Corporate
Governance
Committee
• Board size, composition, leadership
structure, and effectiveness
• corporate governance policies and practices
• ethics policies and practices
• crisis management
• director skills, experience and diversity
of viewpoints
• corporate responsibility and
sustainability, including related to
human rights, climate and the
environment
Proxy Statement
25

Importantly, the Audit Committee plays a key role
in overseeing our annual enterprise risk
management process designed to identify risks
and controls, promote visibility and dialogue, and
facilitate risk response and mitigation strategies.
Important elements of this process include:
• Collecting data from stakeholders throughout
the Company, identifying and categorizing the
likelihood and magnitude of risk events, and
summarizing the results to create a consolidated
risk profile.
• Reviewing this risk profile with our senior
management and seeking input on mitigation
and response strategies and their
implementation.
• Reviewing the consolidated measures of
controls designed to facilitate the employment
of adequate risk mitigation strategies.
In addition, in fiscal year 2024, management
presented three times to the Audit Committee
and once to the Board on the Company’s
cybersecurity program and risks.
Our Compensation Committee does not believe
that any risks arising from our employee
compensation policies and practices are
reasonably likely to have a material adverse effect
on our company. Our Compensation Committee
believes that any such risks are mitigated by:
• The multiple elements of our compensation
packages, including base salary, our annual
short-term incentive compensation plan and
(for our executive officers and other key
employees) equity awards that vest (or are
issuable) over multiple years and are intended
to motivate employees to take a long-term view
of our business.
• The structure of our short-term incentive
compensation plan (described in greater detail
in this Proxy Statement under “Compensation
Discussion and Analysis”), which is based on (i) a
number of different financial and operating
performance metrics to avoid employees
placing undue emphasis on any particular
performance metric at the expense of other
aspects of our business, and (ii) performance
targets that we believe are appropriately
aggressive yet will not require undue risk-taking
to achieve. Further, the structure of the
short-term incentive compensation plan aids in
driving sustained long-term financial
performance as the goals and targets from the
prior year’s plan are significant factors used in
determining goals for the current year’s plan.
• Stock ownership guidelines, executive
compensation recoupment policies, prohibitions
on insider trading and independent oversight
by the Compensation Committee.
Additionally, the Board periodically reviews and
approves the executive succession plan in
consultation with the Compensation Committee
and the Chief Executive Officer.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee of the Board of
Directors currently consists of Ms. King (Chairman),
Mr. Batey, and Mr. Schriesheim. No member of
this committee was at any time during fiscal year
2024 an officer or employee of the Company, was
formerly an officer of the Company or any of its
subsidiaries, or had any employment relationship
with the Company or any of its subsidiaries. No
executive officer of the Company has served as a
director or member of the compensation
committee (or other committee serving an
equivalent function) of any other entity, where
one of such entity’s executive officers served as a
director of the Company or a member of the
Compensation Committee.
Certain Relationships and Related Person Transactions
Other than compensation agreements and other
arrangements described below under “Information
About Executive and Director Compensation,”
since September 30, 2023, there has not been a
26
Proxy Statement

transaction or series of related transactions to
which the Company was or is a party involving an
amount in excess of $120,000 and in which any
director, executive officer, holder of more than
five percent (5%) of any class of our voting
securities, or any member of the immediate
family of any of the foregoing persons, had or will
have a direct or indirect material interest. Our
Board has adopted a written related person
transaction approval policy that sets forth the
Company’s policies and procedures for the review,
approval, or ratification of any transaction
required to be reported in its filings with the SEC.
The Company’s policy with regard to related
person transactions is that all related person
transactions between the Company and any
related person (as defined in Item 404 of
Regulation S-K) or their affiliates, in which the
amount involved is equal to or greater than
$120,000, be reviewed by the Company’s General
Counsel and approved by the Audit Committee.
In addition, the Company’s Code of Business
Conduct and Ethics requires that employees
discuss with the Company’s Compliance Officer
any significant relationship (or transaction)
that might raise doubt about such employee’s
ability to act in the best interest of the Company.
Proxy Statement
27

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
The Audit Committee has selected KPMG LLP as
the Company’s independent registered public
accounting firm for fiscal year 2025 and has further
directed that management submit the selection
of the independent registered public accounting
firm for ratification by the stockholders at the
Annual Meeting. KPMG LLP was the independent
registered public accounting firm for the
Company for fiscal year 2024 and has been the
independent registered public accounting firm for
the Company since 2002. We are asking the
stockholders to ratify the selection of KPMG LLP
as the Company’s independent registered public
accounting firm for fiscal year 2025.
Representatives of KPMG LLP are expected to
attend the Annual Meeting online. They will have
an opportunity to make a statement if they desire
to do so and will be available to respond to
appropriate stockholder questions.
Stockholder ratification of the selection of KPMG
LLP as the Company’s independent registered
public accounting firm is not required by the
Company’s By-laws or other applicable legal
requirements. However, the Audit Committee is
submitting the selection of KPMG LLP to the
stockholders for ratification as a matter of good
corporate practice. The affirmative vote of a
majority of the shares present online or
represented by proxy at the Annual Meeting and
entitled to vote on such matter at the Annual
Meeting is required to approve the selection of
KPMG LLP as the Company’s independent
registered public accounting firm. In the event
stockholders fail to ratify the appointment, the
Audit Committee may reconsider this
appointment. Even if the appointment is ratified,
the Audit Committee, in its discretion, may direct
the appointment of a different independent
registered public accounting firm at any time
during the year if the Audit Committee determines
that such a change would be in the Company’s
and stockholders’ best interests.
VOTE
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”
THE RATIFICATION OF THE SELECTION OF KPMG LLP AS THE
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY
FOR FISCAL YEAR 2025
PROPOSAL 2:
28
Proxy Statement

Audit Fees
KPMG LLP provided audit services to the
Company consisting of the annual audit of the
Company’s 2024 consolidated financial statements
contained in the Company’s Annual Report on
Form 10-K and reviews of the financial statements
contained in the Company’s Quarterly Reports on
Form 10-Q for fiscal year 2024. The following
table summarizes the fees of KPMG LLP billed to
the Company for the last two fiscal years.
Fee Category
Fiscal Year
2024 ($)
% of
Total (%)
Fiscal Year
2023 ($)
% of
Total (%)
Audit Fees(1)
2,622,000
70.0
2,421,240
97.0
Audit-Related Fees(2)
306,026
8.2
43,974
1.7
Tax Fees(3)
818,008
21.8
32,000
1.3
Total Fees
3,746,034
100
2,497,214
100
(1)
Audit fees consist of fees for the audit of our annual financial statements, review of the interim financial statements included
in our quarterly reports on Form 10-Q, and statutory audits and related filings in various foreign locations. Audit fees for fiscal
year 2024 and our fiscal year ended September 29, 2023 (“fiscal year 2023”) included fees for services incurred in connection
with rendering an opinion under Section 404 of the Sarbanes-Oxley Act. Fiscal year 2024 audit fees also included fees for the
review of an auditor consent to incorporate by reference prior year financial statement opinions in a registration statement
on Form S-8 filed with the SEC in June 2024.
(2)
Audit-related fees consist of fees relating to the Company’s real-time system implementation assessment of certain enterprise
resource planning software.
(3)
Tax fees consist of fees for tax compliance and tax planning services. Tax compliance services in fiscal years 2024 and 2023
primarily relate to the review of U.S. income tax matters, including the Section 48D advanced manufacturing investment credit
in fiscal year 2024. Tax planning services, which in fiscal year 2024 relate to future changes in tax laws resulting from the
BEPS Project of the OECD, including Pillar Two, accounted for $55,000 of the total tax fees for fiscal year 2024.
In 2003, the Audit Committee adopted a formal
policy concerning approval of audit and non-audit
services to be provided to the Company by its
independent registered public accounting firm,
KPMG LLP. The policy requires that all services
provided by KPMG LLP, including audit services
and permitted audit-related and non-audit
services, be preapproved by the Audit Committee.
The Audit Committee preapproved all audit and
non-audit services provided by KPMG LLP during
fiscal year 2024 and our fiscal year 2023.
Proxy Statement
29

REPORT OF THE AUDIT COMMITTEE
The Audit Committee of Skyworks’ Board is
responsible for providing independent, objective
oversight of Skyworks’ accounting functions and
internal controls. Four directors served on the
Audit Committee for all of fiscal year 2024. Each
member of the Audit Committee is independent
within the meaning of applicable Nasdaq Rules
and meets the criteria for independence set forth
in Rule 10A-3(b)(1) under the Exchange Act. The
Audit Committee operates under a written charter
approved by the Board.
Management is responsible for the Company’s
internal control and financial reporting process.
The Company’s independent registered public
accounting firm is responsible for performing an
independent audit of Skyworks’ consolidated
financial statements in accordance with generally
accepted auditing standards and for issuing a
report concerning such financial statements. In
addition, the Company’s independent registered
public accounting firm is responsible for
performing an independent audit of the
Company’s internal controls and for issuing an
opinion on the effectiveness thereof. The Audit
Committee’s responsibility is to monitor and
oversee these processes.
In connection with these responsibilities, the
Audit Committee met with management and
representatives of KPMG LLP, the Company’s
independent registered public accounting firm,
and reviewed and discussed the audited financial
statements for fiscal year 2024, results of the
internal and external audit examinations,
evaluations of the Company’s internal controls,
and the overall quality of Skyworks’ financial
reporting. The Audit Committee also discussed
with the independent registered public accounting
firm the matters required to be discussed by
Auditing Standard No. 1301, “Communications
with Audit Committees,” issued by the Public
Company Accounting Oversight Board. In
addition, the Audit Committee has received the
written disclosures from its independent registered
public accounting firm required by applicable
requirements of the Public Company Accounting
Oversight Board and the SEC regarding the
independent accountant’s communications with
the Audit Committee concerning independence
and has discussed with the independent
registered public accounting firm the independent
registered public accounting firm’s independence
from the Company and its management,
including the matters in the written disclosures
that were received by the committee from such
firm.
Based upon the Audit Committee’s review and
discussions described above, the Audit Committee
recommended that the Board include the
audited consolidated financial statements in the
Company’s Annual Report on Form 10-K for fiscal
year 2024, as filed with the SEC.
THE AUDIT COMMITTEE
David P. McGlade, Chairman
Eric J. Guerin
Christine King
Robert A. Schriesheim
30
Proxy Statement

ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS (“SAY-ON-PAY” VOTE)
We are providing our stockholders with the
opportunity to vote to approve, on a non-binding
basis, the compensation of our Named Executive
Officers as described below under “Information
About Executive and Director Compensation”
pursuant to Section 14A of the Exchange Act. As
we describe below under “Compensation
Discussion and Analysis,” our executive
compensation program embodies a pay-for-
performance philosophy that supports our
business strategy and aligns the interests of our
executives with our stockholders.
Our Board is asking stockholders to approve a
non-binding advisory vote on the following
resolution:
RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation
paid to the Company’s named executive officers, as disclosed pursuant to the compensation
disclosure rules of the Securities and Exchange Commission, including the Compensation
Discussion and Analysis, the compensation tables, and any related material disclosed in this
Proxy Statement.
As an advisory vote, this proposal is not binding
and will not overrule any decision by the Company
or the Board (or any committee thereof), nor will
it create or imply any change or addition to the
fiduciary duties of the Company or the Board
(or any committee thereof). However, our
Compensation Committee and Board value the
opinions expressed by our stockholders in their
vote on this proposal and will consider the
outcome of the vote when making future
compensation decisions for Named Executive
Officers. The next non-binding “say-on-pay” vote
is scheduled to be held at our 2026 Annual
Meeting.
VOTE
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS VOTE TO APPROVE THE COMPENSATION OF OUR
NAMED EXECUTIVE OFFICERS BY VOTING “FOR” PROPOSAL 3
PROPOSAL 3:
Proxy Statement
31

INFORMATION ABOUT EXECUTIVE AND DIRECTOR
COMPENSATION
Summary and Highlights
Our Executive Compensation Program Reflects Our Pay-for-Performance Philosophy
• Alignment with Stockholder Interests. We
believe that through the combination of our
equity-based incentive compensation program
and rigorous executive stock ownership
guidelines, the interests of our executives are
strongly aligned with those of our long-term
stockholders — namely, increasing stockholder
value over time.
• Engagement with Stockholders on Executive
Compensation. Following our 2024 Annual
Meeting, we engaged in formal outreach with 20
institutional stockholders representing
approximately 54% of the Company’s shares
outstanding. Stockholders representing
approximately 44% of the Company’s shares
outstanding responded to the outreach, and we
held meetings with those stockholders who
wanted to meet, representing approximately
36% of the Company’s outstanding shares. In the
meetings, institutional stockholders generally
did not express concerns with the overall
structure of our compensation program and
broadly shared support for the Company’s
demonstrated history of disclosure and
stockholder responsiveness, including relating
to compensation policies and plan designs and
providing information about the rationale
behind our metrics and performance periods.
In addition, our Chairman, who was at the time
serving as Lead Independent Director, also
participated in select engagement.
• High At-Risk Compensation Levels. The only
fixed component of our Named Executive
Officers’ annual compensation is base salary. All
short-term cash incentive awards and long-term
equity incentive awards are tied to Company
performance, stock price performance, or both.
The charts below show the target total direct
compensation mix for fiscal year 2024 for our
Chief Executive Officer and the average for the
other Named Executive Officers. The target total
direct compensation mix for fiscal year 2024
reflects base salary, target short-term incentive
award, and the grant date fair value of the annual
performance share and restricted stock unit
awards.
Chief Executive Officer
Other Named Executive Officers
Base
Salary
7%
Subject to
Performance
Metrics
(blue circle)
At Risk
(gray circle)
Restricted
Stock Units
33%
Long-Term
Stock-Based
Incentive
82%
Short-Term
Incentive
11%
Performance
Shares
49%
Base
Salary
12%
Restricted
Stock Units
31%
Long-Term
Stock-Based
Incentive
77%
Short-Term
Incentive
10%
Performance
Shares
46%
32
Proxy Statement

Compensation Best Practices
What We Do
Heavily weight executive compensation toward
“at risk,” performance-based compensation
Balance short-term and long-term incentive
compensation
Use multi-year vesting for executive officer equity
awards, with 75% of the annual performance
share awards for fiscal year 2025 for executive
officers based on a three-year vesting period
Base half of annual performance share award on
three-year relative TSR performance metric
Maintain a clawback policy providing for recovery
of incentive compensation from Section 16
officers in the event of a financial restatement
Maintain robust stock ownership guidelines for
executive officers and non-executive directors
Structure our executive officer compensation
program to encourage appropriate risk-taking
Benchmark pay practices against selected peer
companies with whom we compete for executive
talent
Solicit advice from the Compensation
Committee’s independent compensation
consultant
Maintain a cash severance limitation policy
applicable to executive officers
Hold annual “say-on-pay” advisory vote
Conduct regular engagement with stockholders
on compensation-related topics
What We Don’t Do
Guarantee bonus payments or base salary
increases
Provide single-trigger change-in-control benefits
Provide excise tax gross-up payments in
connection with a change in control of the
Company
Provide excessive perquisites to our executive
officers
Provide retirement or pension benefits to our
executive officers that are not available to
employees generally
Permit hedging or other forms of speculative
transactions by employees or directors
Permit pledging by employees or directors
Allow for the repricing of stock options without
stockholder approval
Pay dividends or dividend equivalents on
unearned performance shares or restricted
stock units
Include “evergreen” provisions or “liberal”
change-in-control definitions in our equity
incentive award plans
Compensation Discussion and Analysis
Table of Contents
Named Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
34
Engagement with Stockholders Regarding Executive Compensation . . . . . . . . . . .
34
Approach for Determining Form and Amounts of Compensation . . . . . . . . . . . . . .
35
Components of Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
37
Severance and Change-in-Control Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44
Executive Officer Stock Ownership Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . .
45
Prohibition on Hedging and Certain Other Transactions . . . . . . . . . . . . . . . . . . . . . .
46
Compliance with Internal Revenue Code Section 162(m) . . . . . . . . . . . . . . . . . . . . .
47
Compensation Tables for Named Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . .
48
Potential Payments Upon Termination or Change in Control . . . . . . . . . . . . . . . . . .
52
CEO Pay Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
58
Proxy Statement
33

Named Executive Officers
This Compensation Discussion and Analysis
section discusses the compensation policies and
programs for our Named Executive Officers.
For fiscal year 2024, our Named Executive Officers
were:
• Liam K. Griffin, Chairman, Chief Executive
Officer and President;(1)
• Kris Sennesael, Senior Vice President and Chief
Financial Officer;
• Reza Kasnavi, Senior Vice President, Technology
and Manufacturing;(2)
• Carlos S. Bori, Senior Vice President, Sales and
Marketing; and
• Robert J. Terry, Senior Vice President, General
Counsel and Secretary.
Engagement with Stockholders
Regarding Executive Compensation
In evaluating and establishing our executive
compensation policies and programs, our
Compensation Committee values and actively
considers the opinions expressed by our
stockholders through the “say-on-pay” advisory
vote at each annual stockholder meeting, as well
as through our ongoing stockholder engagement
efforts.At our 2024 Annual Meeting,approximately
88% of the votes cast approved our “say-on-pay”
proposal, reflecting continued support for our
compensation policies and determinations for
fiscal year 2023.
Following the 2024 Annual Meeting,we engaged
in formal stockholder outreach with 20
institutional stockholders representing
approximately 54% of the Company’s shares
outstanding. Stockholders representing
approximately 44% of the Company’s shares
outstanding responded to the outreach, either
with written feedback, a request to speak, or by
declining the invitation. Generally, investors who
declined a meeting noted that they did so because
they did not have any concerns to discuss. We
held engagement meetings with each of those
stockholders who requested to meet, representing
approximately 36% of the Company’s outstanding
shares. Our Chairman of the Board, then our
Lead Independent Director, and Chairman of our
Compensation Committee, Ms. King, was
actively involved in stockholder engagement.
During these conversations, institutional
stockholders were interested in discussing a
range of topics beyond executive compensation,
including corporate governance, business
strategy, our efforts to eliminate the supermajority
vote provisions from our Restated Certificate of
Incorporation, and our sustainability program. In
addition, these stockholders generally did not
express concerns with the overall structure of our
compensation program, with many expressing
support for our program and some expressing a
preference for longer performance periods in our
long-term incentive program. Many of our
stockholders also communicated their
appreciation for the Company’s track record of
disclosure and stockholder responsiveness over
the past several years. Input and feedback from
our stockholders during the most recent
outreach, as well as the ongoing dialogue we
have shared with stockholders for many years,
continues to directly inform the evolution of
compensation practices, which are detailed in the
section below.
Evolution of Compensation Program in
Response to Stockholder Input
Over the past several years, the Compensation
Committee has made several changes to our
executive compensation program to further align
it with stockholder interests and the evolution
of our business.
For fiscal year 2024, the Compensation Committee
made two changes. First, it modified our peer
group, adding two technology companies whose
revenues and market capitalizations were below
the median for the peer group. Second, the
Compensation Committee returned the short-term
(1)
Mr. Griffin ceased serving as Chief Executive Officer and President of the Company effective February 17, 2025.
(2)
Mr. Kasnavi began serving as Executive Vice President, Chief Operations and Technology Officer of the Company effective
March 15, 2025.
34
Proxy Statement

incentive program for fiscal year 2024 from two
semi-annual performance periods to one annual
performance period because the Compensation
Committee believed that it could set appropriately
rigorous performance goals for a one-year
period. Many of our stockholders indicated they
were pleased with the change we made to the
short-term incentive program.
For our fiscal year 2025, the Compensation
Committee made additional changes to our
long-term stock-based incentives for executives
that were directly responsive to stockholder
feedback. For the fiscal year 2025 performance
share awards to Named Executive Officers, both
the performance period and vesting period for the
EBITDA margin percentile ranking metric were
increased from two years to three years.
These most recent changes follow several
changes to our executive compensation program
in fiscal years 2022 and 2023, further
demonstrating the Compensation Committee’s
commitment to responding to stockholder
feedback and evolving our programs to align
with our business and strategic goals. For the
Company’s executive compensation program for
the fiscal year ended September 30, 2022 (“fiscal
year 2022”), the Compensation Committee
implemented several changes to the performance
share award design, including extending vesting
for two key metrics to two years (from one year),
incorporating a relative EBITDA margin percentile
ranking metric (from an absolute metric), and
setting target performance of relative metrics at
the 55th percentile. In both the Company’s fiscal
year 2022 and fiscal year 2023, the Compensation
Committee modified our peer group to improve
comparability, replacing larger market cap
companies with companies that were more
comparable in size with the Company.
Approach for Determining Form and
Amounts of Compensation
The Compensation Committee, which is
composed solely of independent directors within
the meaning of applicable Nasdaq Rules and
non-employee directors within the meaning of
Rule 16b-3 under the Exchange Act, is responsible
for determining all components and amounts of
compensation to be paid to our Named Executive
Officers, as well as any other executive officers
or employees who report directly to the Chief
Executive Officer. The Compensation Committee
sets compensation for the Named Executive
Officers, including base salary, short-term
incentives, and long-term stock-based incentives,
at levels generally intended to be competitive
with the compensation of comparable executives
in semiconductor companies with which we
compete for executive talent and to link the
compensation of our Named Executive Officers
to improvements in the Company’s financial
performance and increases in stockholder value.
Compensation Program Objectives
The objectives of our executive compensation
program are to attract, retain, and motivate highly
qualified executives to operate our business,
and to link the compensation of those executives
to improvements in the Company’s financial
performance and increases in stockholder value.
Accordingly, the Compensation Committee’s goals
in establishing our executive compensation
program include:
• ensuring that our executive compensation
program is competitive with a group of
companies in the semiconductor industry with
which we compete for executive talent;
• providing a base salary that serves as the
foundation of a compensation package that
attracts and retains the executive talent needed
to achieve our business objectives;
• providing short-term variable compensation
that motivates executives and rewards them for
achieving Company financial performance
targets;
• providing long-term stock-based compensation
that aligns the interest of our executives with
stockholders by rewarding them for long-term
increases in stockholder value; and
• ensuring that our executive compensation
program is perceived as fundamentally fair to
our employees.
Retention of Compensation Consultant
The Compensation Committee has engaged Aon
to assist in determining the components and
Proxy Statement
35

amount of executive compensation. Aon reports
directly to the Compensation Committee, through
its chairman, and the Compensation Committee
retains the right to terminate or replace the
consultant at any time. The Compensation
Committee has considered the relationships that
Aon has with the Company, the members of the
Compensation Committee and our executive
officers, as well as the policies that Aon has in place
to maintain its independence and objectivity,
and has determined that Aon’s work for the
Compensation Committee has not raised any
conflicts of interest. Company management also
purchases published compensation and benefits
surveys from Aon, and on occasion engages
certain affiliates of Aon in various jurisdictions for
services unrelated to executive compensation
and benefits, engagements for which the
Company’s management has not sought the
Compensation Committee’s approval. The fees
paid to Aon and its affiliates in fiscal year 2024 for
these surveys and additional services did not
exceed $120,000.
Use of Comparator Group Data
The Compensation Committee annually compares
the components and amounts of compensation
that we provide to our Chief Executive Officer and
each of the other Named Executive Officers with
“Comparator Group” data for each position and
uses this comparison data to help inform its
review and determination of base salaries,
short-term incentives, and long-term stock-based
compensation awards, as discussed in further
detail below under “Components of
Compensation.” For fiscal year 2024, the
Compensation Committee approved Comparator
Group data consisting of a 50/50 blend of
(i) Aon survey data of semiconductor companies
(where sufficient data was not available in the Aon
semiconductor survey data for a given executive
position, the Comparator Group data also
included survey data regarding high-technology
companies), and (ii) data from the group of
17 publicly traded semiconductor companies
listed below.
Each year the Compensation Committee engages
Aon to assess the peer group. Using this
information, the Compensation Committee seeks
to create a peer group comprised of
semiconductor companies. Consolidation within
the semiconductor industry over time has resulted
in fewer semiconductor companies that are of
similar market capitalization and revenue as
Skyworks.As a result,when considering companies
to potentially include in the peer group, the
Compensation Committee also considers
companies in adjacent industries, such as the
semiconductor manufacturing equipment
industry, as well as companies with smaller or
greater revenue or market capitalization than the
Company, many of which are business competitors
and companies with which we compete for
executive talent.
Peer Group for Fiscal Year 2024 Compensation (“FY24 Peer Group”)(1)
Advanced Micro Devices
Marvell Technology
ON Semiconductor
Texas Instruments
Analog Devices
Microchip Technology
Qorvo
Western Digital
Entegris
Micron Technology
QUALCOMM
KLA Corporation
Monolithic Power Systems
Seagate Technology
Lam Research
NXP Semiconductors
Teradyne
(1)
For the Company’s fiscal year 2024 compensation program, we made adjustments to our peer group from the prior fiscal
year based on several factors to improve comparability, in part in response to stockholder feedback. Specifically, we added
Seagate Technology and Teradyne. At the time that changes to the peer group were considered, both new additions had lower
market capitalizations measured on a 30-day average as of March 17, 2023, as compared to the Company.
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The Compensation Committee generally seeks to
make decisions regarding each Named Executive
Officer’s compensation that are competitive within
the Comparator Group, with consideration given
to the executive’s role, responsibility, performance,
and length of service. After reviewing the
Comparator Group data and considering the
input of Aon, the Compensation Committee
established (and the full Board was advised of)
the base salary, short-term incentive target, and
stock-based compensation for each Named
Executive Officer for fiscal year 2024. Aon advised
the Compensation Committee that such
components of executive compensation for fiscal
year 2024 were competitive for chief executive
officers and other executive officers at companies
of similar size and complexity in the semiconductor
industry.
In determining the compensation of our Chief
Executive Officer for fiscal year 2024, the
Compensation Committee focused on
(i) competitive levels of compensation for chief
executive officers who are leading a company of
similar size and complexity, (ii) the importance of
retaining and incentivizing a chief executive
officer with the strategic, financial, and leadership
skills necessary to ensure our continued growth
and success, (iii) our Chief Executive Officer’s role
relative to the other Named Executive Officers,
(iv) input from the full Board on our Chief Executive
Officer’s performance, and (v) the length of our
Chief Executive Officer’s service to the Company.
Our Chief Executive Officer was not present
during the voting or deliberations of the
Compensation Committee concerning his
compensation.
The Compensation Committee considered the
recommendations of the Chief Executive Officer
regarding the compensation of the other Named
Executive Officers and each of his other direct
reports. These recommendations were based on
an assessment of each individual’s responsibilities,
experience, performance, and contribution to
the Company’s performance, and also took into
account internal factors such as scope of role and
level in the organization, in addition to external
factors such as the current environment for
attracting and retaining executives.
Components of Compensation
The key elements of compensation for our
Named Executive Officers are base salary,
short-term incentives, long-term stock-based
incentives, and health and welfare benefits. For
fiscal year 2024, the Compensation Committee
sought to make decisions that would result in each
Named Executive Officer’s target total direct
compensation being competitive within the
Comparator Group, with consideration given to
the executive’s role, responsibility, performance,
and length of service.
Base Salary
The Compensation Committee annually
determines a competitive base salary for each
executive officer using the Comparator Group
data and input provided by Aon. Base salaries are
intended to attract and retain talented executives,
recognize individual roles and responsibilities and
provide stable income to executives. In order to
provide flexibility in consideration of differences in
an individual executive’s scope of responsibilities,
length of service, and performance, the
Compensation Committee did not target a
specific percentile of the Comparator Group for
executive officer salaries; however, the salaries of
the executive officers were generally near the
median of the Comparator Group. The base salary
for the Chief Executive Officer for fiscal year
2024 was unchanged from fiscal year 2023. The
base salary increase for fiscal year 2024 for each
other Named Executive Officer, as reflected in the
table below, was based on the market-based
salary adjustments recommended by Aon, as well
as recommendations by the Chief Executive
Officer and consideration of the scope of duties
for such Named Executive Officer.
FY2024
Base Salary ($)
FY2023
Base Salary ($)
Liam K. Griffin
1,175,000
1,175,000
Kris Sennesael
630,000
606,000
Reza Kasnavi
600,000
576,000
Carlos S. Bori
600,000
541,000
Robert J. Terry
562,000
540,000
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37

Short-Term Incentives
Overview
Our short-term incentive compensation plan for
executive officers is established annually by the
Compensation Committee and is intended to
motivate and reward executives by tying a
significant portion of their total cash compensation
to the Company’s achievement of pre-established
performance goals that are generally one year
or less in duration. The Compensation Committee
believes that pre-established performance goals
under the Company’s short-term incentive
compensation plan for executive officers should
generally be measured over a one-year
performance period. Beginning with the
Company’s fiscal year ended October 2, 2020
(“fiscal year 2020”) and continuing through fiscal
year 2023, the Compensation Committee
established annual short-term compensation
incentive plans with two six-month performance
periods as a result of significant market
uncertainties resulting from geopolitical concerns
and global supply chain challenges affecting the
Company and its customers, which made
forecasting difficult.
With respect to the fiscal year 2024 Executive
Incentive Plan (the “Incentive Plan”) adopted by
the Compensation Committee on December 14,
2023, in large part due to feedback from the
Company’s stockholders,the Compensation
Committee returned to an annual performance
period for the short-term compensation incentive
plan despite some continuing uncertain market
conditions. Although significant macroeconomic
challenges persisted, the Compensation
Committee believed that it could set appropriately
rigorous performance goals for a one-year
period for fiscal year 2024.
Incentive Opportunities
For each executive officer, short-term incentive
compensation at the “target” level is designed to
be near the median short-term incentive
compensation of the Comparator Group. After
reviewing Comparator Group data, the
Compensation Committee determined that the
target incentive under the Incentive Plan, as
a percentage of base salary, for each of the Named
Executive Officers should not be changed, as
compared to the target incentives under the prior
year’s short-term incentive plan.
The following table shows the range of short-term
incentive compensation that each Named
Executive Officer could earn in fiscal year 2024 as
a percentage of such executive officer’s annual
base salary.
Threshold Target Maximum
Chief Executive Officer
80%
160%
320%
Chief Financial Officer
50%
100%
200%
Other Named Executive
Officers
40%
80%
160%
Performance Goals
In December 2023, the Compensation Committee
established performance goals for the Incentive
Plan that were based on achieving revenue and
non-GAAP operating income performance
goals, each of which was weighted at 50%. The
non-GAAP operating income performance goal is
measured based on the Company’s publicly
disclosed non-GAAP operating income(2) after
accounting for any incentive award payments,
including those to be made under the Incentive
Plan.
The target level performance goals were
established by the Compensation Committee
under the Incentive Plan after reviewing the
Company’s historical operating results, as well as
the Company’s business outlook and expected
future results relative to peers, and were designed
to require significant effort and operational
success on the part of our executives and the
(2)
Non-GAAP operating income typically excludes from GAAP operating income the following: share-based compensation
expense, acquisition-related expenses, amortization of acquisition-related intangibles, settlements, gains, losses, and
impairments and restructuring-related charges.
38
Proxy Statement

Company. The maximum level performance goals
established by the Compensation Committee
have historically been difficult to achieve and are
designed to represent outstanding performance
that the Compensation Committee believes
should be rewarded.
The performance goals established under the
Incentive Plan for fiscal year 2024 were as follows:
(in millions)
Revenue
Non-GAAP
Operating Income
Threshold
$4,000
$1,000
Target
$4,375
$1,311
Maximum
$4,775
$1,605
The Compensation Committee seeks to set
challenging yet attainable performance goals for
incentive compensation to motivate our
executives. For fiscal year 2024, the Compensation
Committee, after substantial evaluation and
discussion, set target performance goals that
were below fiscal year 2023 performance.
Nonetheless, the Compensation Committee
believed that these goals reflected an appropriate
level of rigor given several factors. The goals
were established in alignment with the Company’s
annual operating plan for fiscal year 2024, which
took into account the broader macroeconomic
environment, elevated levels of semiconductor
inventory globally, and the performance
expectations of our stockholders. The rigor of
these target goals is underscored by the below-
target achievement amounts as described in the
section below. The Incentive Plan also stipulated
that payouts to executives following the end of
the fiscal year, under either of the revenue and
non-GAAP operating income metrics, were
conditioned upon the Company achieving full-
year non-GAAP operating income of at least
$1.0 billion.
Calculation of Incentive Plan Payments
Under the Incentive Plan, upon completion of the
fiscal year, the Compensation Committee
determined the extent to which the Company’s
performance goals were attained, reviewed the
Chief Executive Officer’s recommended payouts
under the Incentive Plan, and approved the
awards to be made under the Incentive Plan.
Achievement under the performance goals at the
“threshold,” “target,” or “maximum” level
corresponds to payment under the Incentive Plan
at the “threshold,” “target,” or “maximum”
percentage, as applicable, with such percentage
multiplied by the executive’s base salary for fiscal
year 2024 and then multiplied by the weighting
assigned to that performance goal. The payout for
achievement under the performance goals
between either the “threshold” and “target” levels
or the “target” and “maximum” levels would be
based on linear interpolation between the
two relevant amounts.
Each executive’s payment under the Incentive
Plan is calculated by evaluating achievement of
each performance goal individually, determining
the portion of the total eligible incentive payment
earned with respect to each such performance
goal, and totaling the resulting amounts. The
Compensation Committee retained the discretion
to make payments, upon consideration of
recommendations by the Chief Executive Officer,
even if the threshold performance goals were
not met or if the nominal level of non-GAAP
operating income was not met, or to make
payments in excess of the maximum level if the
Company’s performance exceeded the maximum
performance goals. While the Compensation
Committee believed it was appropriate to retain
this discretion in order to make short-term
incentive compensation awards in appropriate
extraordinary circumstances, no such adjustments
were actually made.
Fiscal Year Results
For fiscal year 2024, the Company’s revenue and
non-GAAP operating income achieved were
$4,178 million and $1,137 million, respectively,
resulting in a short-term compensation award for
each Named Executive Officer equal to 73% of his
or her target payment level. In November 2024,
upon certifying that the nominal level of non-GAAP
operating income had been achieved for the
fiscal year, the Compensation Committee
approved payment of the short-term incentive to
the Company’s executives for fiscal year 2024. The
Compensation Committee did not exercise
discretion, either upward or downward, to
executives’ payments under the Incentive Plan.
Proxy Statement
39

The following table shows the Company’s
achievement under the Incentive Plan:
(in millions)
Revenue
Non-GAAP
Operating Income
Threshold
$ 4,000
$ 1,000
Target
$ 4,375
$ 1,311
Maximum
$ 4,775
$ 1,605
Achieved
$4,178
$1,137
Long-Term Stock-Based Compensation
Overview
The Compensation Committee generally makes
long-term stock-based compensation awards to
executive officers on an annual basis. Long-term
stock-based compensation awards are intended
to align the interests of our executive officers with
those of our stockholders and to reward our
executive officers for increases in stockholder
value over periods of time greater than one year.
For fiscal year 2024, the Compensation Committee
made an annual stock-based compensation
award to each of the Named Executive Officers
on November 7, 2023, at a regularly scheduled
Compensation Committee meeting.
Fiscal Year 2024 Stock-Based Compensation
Awards
In making annual stock-based compensation
awards to executive officers for fiscal year 2024,
the Compensation Committee first reviewed the
Comparator Group grant data by executive
position. The Compensation Committee used that
data to inform its determination of a target
dollar value for the long-term stock-based award
for each executive officer, as set forth in the table
below, targeting awards for fiscal year 2024 that
were competitive within the Comparator Group.
Each executive officer was granted a performance
share award (“PSA”) and a restricted stock unit
(“RSU”) award equivalent to 60% and 40%,
respectively, of the dollar value of the executive’s
fiscal year 2024 stock-based award, calculating the
number of shares subject to each award using
the fair market value of the Company’s common
stock on the date of such award and an assumption
that the Company would achieve the “target”
level of performance required to earn the PSA.
The Compensation Committee’s rationale for
awarding PSAs is to further align the executive’s
interests with those of our stockholders by using
equity awards that will vest only if the Company
achieves pre-established performance goals,
and we believe the Compensation Committee’s
decision to award a portion of the PSAs subject to
metrics measured over a multi-year performance
period more closely aligns the executive’s interests
with those of our stockholders. Each RSU award
granted to executive officers in fiscal year 2024
vests over four years at a rate of twenty-five percent
(25%) per year commencing one year from the
grant date and thereafter on each subsequent
anniversary of the grant date for the following
three years, provided the executive officer remains
employed by the Company through each such
vesting date.
Name
Value of FY24
Stock-Based Award(1)
Number of Shares Subject
to PSAs, at Target(2)
Number of Shares
Subject to
RSUs(2)
Liam K. Griffin
$14,000,000
94,002
62,667
Kris Sennesael
$ 3,800,000
25,515
17,009
Reza Kasnavi
$ 4,000,000
26,857
17,905
Carlos S. Bori
$ 4,000,000
26,857
17,905
Robert J. Terry
$ 3,300,000
22,158
14,771
(1)
The grant date fair values of these stock-based awards as disclosed further below in the “Summary Compensation Table” and
the “Grants of Plan-Based Awards Table” differ from the values stated above due to the grant date fair value of the PSAs
being computed using a Monte Carlo simulation to value the portion of the award related to total shareholder return (“TSR”)
percentile ranking, in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting
Standards Codification (“ASC”) Topic 718 — Compensation — Stock Compensation (“ASC 718”).
(2)
Reflects the dollar value of the award, divided by $89.36 per share, which was the closing price of the Company’s common
stock on the Nasdaq Global Select Market on November 7, 2023.
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Proxy Statement

After setting award levels by position and
evaluating our business needs for the attraction
and retention of executives and employees as well
as internal and external circumstances impacting
the Company and its employees, the
Compensation Committee also reviewed the
Comparator Group data to set the aggregate
number of shares of the Company’s common stock
that would be made available for annual equity
awards to eligible non-executive employees of the
Company, as a percentage of the total number
of the outstanding shares of the Company’s
common stock.
FY24 PSAs
The PSAs granted on November 7, 2023 (the
“FY24 PSAs”) have both “performance” and
“continued employment” conditions that must be
met in order for the executive to receive shares
underlying the award.
The “performance” condition of the FY24 PSAs
compares the Company’s performance under
three distinct metrics during the applicable
performance period against a range of pre-
established targets, as follows:
Percentage of
Aggregate
Target Level
Shares
Performance
Period
Vesting
Target Level Shares with Respect to Emerging
Revenue Growth Metric(1)
25%
Fiscal Year 2024
100% at the End of Year Two
Target Level Shares with Respect to EBITDA
Margin Percentile Ranking Metric(2)
25%
Fiscal Years 2024-2025
100% at the End of Year Two
Target Level Shares with Respect to TSR
Percentile Ranking Metric(3)
50%
Fiscal Years 2024-2026
100% at the End of Year Three
(1)
The emerging revenue growth metric measures the Company’s year-over-year revenue growth in certain key product
categories, each of which represents an identified longer-term growth market for the Company.
(2)
The EBITDA margin percentile ranking metric measures the Company’s EBITDA margin achieved relative to the companies in
our FY24 Peer Group during a two-year performance period comprising the Company’s fiscal years 2024 and 2025. For
purposes of the EBITDA margin percentile ranking metric, EBITDA margin is calculated by dividing EBITDA by revenue for
the applicable period, where EBITDA is defined as non-GAAP operating income, plus depreciation and amortization, for the
applicable period. With respect to the Company and each FY24 Peer Group company, EBITDA and revenue are calculated
based on publicly reported financial information for the applicable period (which for the FY24 Peer Group companies consists
of the eight-quarter period that ends closest to, but not later than, October 3, 2025).(4) When calculating the Company’s
EBITDA margin, the impact of any acquisition or disposition occurring within the performance period is excluded if the revenue
attributable to such acquisition or disposition exceeds $50 million during such period.
(3)
The TSR percentile ranking metric measures the Company’s percentile ranking achieved with respect to its peer group. The
peer group for purposes of the TSR percentile ranking metric includes each of the companies in the S&P 500 Index during the
performance period but excludes any such company that during the three-year performance period is acquired by or
merged with (or enters into an agreement to be acquired by or merged with) another entity. For purposes of the PSA award,
TSR for the Company and for each company in the peer group is calculated using a starting price and ending price, which
consist of the average of the closing prices for each trading day during the sixty (60) consecutive calendar days ending on, and
including, the last trading day before the measurement period begins and the last trading day of the measurement period,
respectively, assuming dividend reinvestment and adjusting for stock splits, as applicable.
The semiconductor industry generally and, in
particular, many of the markets into which the
Company sells its connectivity products, are
characterized by constant and rapid technological
change, continuous product evolution, and short
product life cycles, including annual product
refreshes in some cases. Recognizing that a
significant driver of long-term growth is our ability
to identify and execute on emerging revenue
growth opportunities, the Compensation
Committee believes that retaining emerging
revenue growth as a key metric with a one-year
(4)
When calculating the EBITDA margin percentile ranking, the performance of a company in the FY24 Peer Group will be
included if during the performance period such company in the FY24 Peer Group publicly reports quarterly financial results
for at least six consecutive quarters out of the eight applicable quarters.
Proxy Statement
41

performance period is appropriate. Moreover,
utilizing only performance periods longer than
one year (e.g. multi-year periods) could limit the
Committee’s ability to focus management on the
most compelling growth opportunities each
year. Accordingly, for the FY24 PSAs, the
Compensation Committee retained emerging
revenue growth as a one-year metric (representing
25% of the target value of the PSAs) to incentivize
our management team on specific emerging
product lines that have higher growth potential
and are intended to drive long-term value creation.
In light of stockholder feedback following the
2021 Annual Meeting of Stockholders (the “2021
Annual Meeting”),the Compensation Committee
determined that shares earned pursuant to the
emerging revenue growth metric would not vest
until the two-year anniversary of the grant date.
For 25% of the target value under the FY24 PSAs,
the Compensation Committee retained a two-
year EBITDA margin percentile ranking metric that
measures performance relative to the FY24 Peer
Group. To incentivize above-median performance,
the Compensation Committee set the
target percentile for the EBITDA margin percentile
ranking metric at the 55th percentile of our FY24
Peer Group. Following stockholder feedback
received after the 2024 Annual Meeting, the
Compensation Committee determined that shares
earned pursuant to the EBITDA margin percentile
ranking metric for awards granted to Named
Executive Officers for fiscal year 2025 would be
subject to a three-year performance period and
would not vest until the three-year anniversary of
the grant date. As in prior years, the remaining
half of the target value under the FY24 PSAs was
based on a three-year TSR percentile ranking.
The specific pre-established performance goals for the FY24 PSAs under the emerging revenue growth,
EBITDA margin percentile ranking and TSR percentile ranking metrics are as follows:
Company Metric
Threshold
Target
Maximum
1-year Emerging Revenue Growth (%)
5.0%
10.0%
15.0%
2-year EBITDA Margin Percentile Ranking
25th
55th
75th
3-year TSR Percentile Ranking
25th
55th
90th
As with the Incentive Plan, the pre-established targets under the FY24 PSAs were established by the
Compensation Committee after reviewing the Company’s historical operating results and growth rates as
well as the Company’s expected future results relative to peers and were designed to require significant
effort and operational success on the part of our executives and the Company:
• Emerging Revenue Growth Metric: The target level was set at 10%, representing above-market annual
growth, the maximum level was set at 15%, which the Compensation Committee believed represented
outstanding performance that would be difficult to achieve, and the threshold level was set at 5% as a
result of continued market uncertainties. The threshold, target and maximum levels vary year to year
as a result of the composition of what, as part of the Company’s product portfolio, comprises emerging
revenue. For fiscal year 2024, emerging revenue growth was based on driving growth in the following
key product categories: next-generation connectivity products (i.e., WiFi 6/6E/7), strategic bulk acoustic
wave (“BAW”) expansion (i.e. BAW-enabled products excluding products sold to our largest customer),
Internet of Things (“IoT”) Cellular Engines (excluding products sold to our largest customer), and
audio products, with BAW-enabled product revenue limited to the strategic BAW category.
• EBITDA Margin Percentile Ranking Metric: The Compensation Committee set the target percentile at
the 55th percentile of the FY24 Peer Group in order to further incentivize above-median performance.
• TSR Percentile Ranking Metric: Consistent with the prior year’s award, the Compensation Committee
set the target percentile at the 55th percentile of the applicable peer group in order to further incentivize
above-median performance.
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Proxy Statement

The number of shares issuable under the FY24 PSAs corresponds to the level of achievement of the
performance goals, as follows (subject to linear interpolation for amounts between “threshold” and
“target” or “target” and “maximum”):
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%
The “continued employment” condition of the FY24 PSAs provides that, to the extent that the performance
goals are met, the shares earned under such metrics would vest as follows (provided, in each case, that
the executive remains employed by the Company through each such vesting date):
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%
(1)
In the event of termination by reason of death or permanent disability, the holder of an FY24 PSA (or the holder’s estate)
would receive any earned but unissued shares that would have been issuable thereunder during the remaining term of the
award.
During fiscal year 2023, the base period against
which fiscal year 2024 emerging revenue
performance was measured, the Company
achieved revenue in the specified key product
categories of $728 million. During fiscal year 2024,
the Company achieved revenue in the specified
key product categories of $772 million,
representing emerging revenue growth of 6%,
which was between the “minimum” and “target”
level of performance. This level of achievement
reflected the rigorous target that had been set by
the Compensation Committee.This resulted in
the Company achieving approximately 61% of the
target level of shares for such metric. The shares
earned under this metric will be issued in
November 2025, provided that the Named
Executive Officer meets the continued
employment condition.
In the period comprising fiscal year 2023 and
fiscal year 2024, the period over which the EBITDA
margin percentile ranking metric was measured,
the Company achieved a margin of 38%, resulting
in its ranking in the 60th percentile against the
applicable peer group. This resulted in the
Company achieving 125% of the target level of
shares for such metric. The shares earned under
this metric were issued in November 2024.
Outstanding PSAs at the End of Fiscal Year
2024
As summarized in the table below of the annual
PSA grants made to Named Executive Officers
since our fiscal year ended September 28, 2018
(“fiscal year 2018”) (the first year in which the
Compensation Committee awarded PSAs subject
to a metric measured over a three-year
performance period), achievement of the TSR
percentile ranking metric under the FY24 PSAs,
which is subject to a three-year performance
period, will be determined following the
conclusion of the Company’s fiscal year ending
October 2, 2026 (“fiscal year 2026”). During the
three-year performance period under the
fiscal year 2022 PSAs comprising the Company’s
fiscal years 2022, 2023, and 2024, the Company
realized a TSR of -38% resulting in its ranking in
the 17th percentile against the applicable peer
group.As a result of failing to achieve the threshold
TSR percentile ranking metric, no shares were
earned by the Named Executive Officers with
respect to such metric, and all PSAs with respect
to such metric were cancelled.
Proxy Statement
43

PSA Fiscal Year
(“FY”)
Grant Date
Metric
Performance
Period
Achieved
(% of Target)
FY18
11/7/2017
Non-GAAP EBITDA Growth
3-year TSR Percentile Ranking
FY18
FY18 — FY20
99.8%
0%
FY19
11/6/2018
Non-GAAP EBITDA Growth
3-year TSR Percentile Ranking
FY19
FY19 — FY21
0%
74.1%
Emerging Revenue Growth
FY20
200%
FY20
11/5/2019
Design Wins
FY20
200%
3-year TSR Percentile Ranking
FY20 — FY22
0%
Emerging Revenue Growth
FY21
200%
FY21
11/11/2020
Design Wins
FY21
200%
3-year TSR Percentile Ranking
FY21 — FY23
0%
Emerging Revenue Growth
FY22
200%
FY22
11/10/2021
EBITDA Margin Percentile Ranking
FY22 — FY23
133%
3-year TSR Percentile Ranking
FY22 — FY24
0%
Emerging Revenue Growth
FY23
200%
FY23
11/8/2022
EBITDA Margin Percentile Ranking
FY23 — FY24
125%
3-year TSR Percentile Ranking
FY23 — FY25
Perf. Period in Progress(1)
Emerging Revenue Growth
FY24
61%
FY24
11/7/2023
EBITDA Margin Percentile Ranking
FY24 — FY25
Perf. Period in Progress(2)
3-year TSR Percentile Ranking
FY24 — FY26
Perf. Period in Progress(3)
(1)
As of January 19, 2025, performance under this metric during the applicable performance period was below the “threshold”
level of performance.
(2)
As of January 19, 2025, performance under this metric during the applicable performance period was between the “threshold”
and “target” levels of performance.
(3)
As of January 19, 2025, performance under this metric during the applicable performance period was below the “threshold”
level of performance.
Other Compensation and Benefits
We provide other benefits to our executive
officers that are intended to be part of a
competitive overall compensation program and
are not tied to any company performance criteria.
Consistent with our objective of having
compensation programs that are considered fair
to our employees, executive officers are eligible to
participate in the Company’s medical, dental,
vision, life, and disability insurance plans, as well
as the Company’s 401(k) Savings and Retirement
Plan and Employee Stock Purchase Plan, under
the same terms as such benefits are offered to
other benefits-eligible employees. We do not
provide executive officers with any enhanced
retirement benefits (i.e., executive officers are
subject to the same limits on contributions as other
employees, as we do not offer any supplemental
executive retirement plan or other similar
non-qualified deferred compensation plan), and
they are eligible for 401(k) company-match
contributions under the same terms as other
employees.
We offered executives the opportunity to
participate in a reimbursement program for fiscal
year 2024 providing up to an aggregate of
$20,000 to each executive for the purchase of
personal financial planning services, estate
planning services, personal tax planning and
preparation services, and/or an executive physical.
No tax gross-up was provided for such
reimbursements. In fiscal year 2024, each of the
Named Executive Officers, other than Mr. Kasnavi,
received reimbursement in connection with
such services.
Severance and Change-in-Control
Benefits
None of our executive officers, including the
Named Executive Officers, has an employment
agreement that provides a specific term of
44
Proxy Statement

employment with the Company. Accordingly, the
employment of any such employee may be
terminated at any time. We do provide certain
benefits to our Named Executive Officers upon
certain qualifying terminations of employment and
in connection with terminations of employment
under certain circumstances following a change in
control. A description of the material terms of
our severance and change-in-control
arrangements with the Named Executive Officers,
including a description of compensation payable
to Mr. Griffin in connection with him ceasing to
serve as Chief Executive Officer and President of
the Company effective February 17, 2025, can be
found immediately below and further below
under “Potential Payments Upon Termination or
Change in Control.”
The Compensation Committee believes that
severance protections can play a valuable role in
recruiting and retaining superior talent. Severance
and other termination benefits are an effective
way to offer executives financial security to incent
them to forego an opportunity with another
company. These agreements also protect the
Company as the Named Executive Officers are
bound by non-solicit covenants for a period of
twelve (12) months after termination of
employment. Outside of the change-in-control
context, each Named Executive Officer is entitled
to severance benefits if his or her employment
is involuntarily terminated by the Company without
cause and, in the case of the Chief Executive
Officer, if he terminates his own employment for
good reason (as defined in the Chief Executive
Officer’s change-in-control agreement). The level
of each Named Executive Officer’s cash severance
or other termination benefit is generally tied to
his or her annual base salary and short-term
incentive amounts.
Additionally, each Named Executive Officer
would receive enhanced severance benefits and
accelerated vesting of equity awards if his or her
employment were terminated under certain
circumstances in connection with a change in
control of the Company. These benefits are
described in detail further below under “Potential
Payments Upon Termination or Change in
Control.” The Compensation Committee believes
these enhanced severance benefits and
accelerated vesting are appropriate because the
occurrence, or potential occurrence, of a change-
in-control transaction would likely create
uncertainty regarding the continued employment
of executive officers that typically occurs in a
change-in-control context, and such severance
benefits and accelerated vesting encourage the
Named Executive Officers to remain employed
with the Company through the change-in-control
process and to focus on enhancing stockholder
value both before and during the process.
The vesting protection helps assure the Named
Executive Officers that they will not lose the
expected value of their equity awards because of
a change in control of the Company.
In fiscal year 2024, the Company adopted a
policy providing for stockholder ratification of any
new agreements or arrangements that provide
for cash severance benefits payable to Named
Executive Officers that exceed 2.99 times the sum
of the Named Executive Officer’s base salary
and target bonus (as each such term is defined in
the policy).
Executive Officer Stock Ownership
Requirements
We have adopted executive officer stock
ownership guidelines with the objective of more
closely aligning the interests of our executive
officers with those of our stockholders. Under the
executive officer stock ownership guidelines,
our Named Executive Officers for fiscal year 2024
were each required to hold the lower 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 applicable number
of shares, each as set forth in the table below.
Common stock owned outright by the Named
Executive Officer (or by his or her spouse or minor
children), common stock held in trust for the
benefit of the Named Executive Officer (or his or
her spouse or minor children), or restricted stock
or restricted stock units granted pursuant to the
equity compensation plans of the Company for
which restrictions have lapsed, count towards the
requirement. Unexercised options, whether or
not vested, and restricted stock and restricted
stock units still subject to risk of forfeiture, as well
as any unissued performance shares, do not
Proxy Statement
45

count towards the requirement. All of our Named
Executive Officers for fiscal year 2024 were in
compliance with the executive officer stock
ownership guidelines as of January 24, 2025.
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
(1)
For purposes of the executive officer stock ownership guidelines, the fair market value of the Company’s common stock is
the average closing price per share of the Company’s common stock as reported on the Nasdaq Global Select Market (or if
the common stock is not then traded on such market, such other market on which the common stock is traded) for the
twelve (12) month period ending with the determination date.
Executive Compensation Recoupment
Policies
In March 2022, the Company adopted an
executive compensation recoupment policy (the
“2022 Policy”) that applies to both cash and equity
incentive compensation for executive officers.
Under the 2022 Policy, if we are required to
prepare an accounting restatement for one or
more periods due to the material noncompliance
of the Company with any financial reporting
requirement under the U.S. federal securities laws,
the Board or a committee of independent
directors authorized by the Board will investigate
the circumstances to determine whether an act
or omission of a current or former executive officer,
involving fraud or intentional misconduct,
contributed to the circumstances resulting in the
restatement. Following the investigation, we may
require repayment of certain incentive-based
compensation received by the executive officer in
the three-year period preceding restatement. In
November 2023, the Company adopted a
new executive compensation recovery policy (the
“2023 Policy”) for purposes of complying with
Section 10D of the Exchange Act and Nasdaq
listing standards. The 2023 Policy provides that, in
the event the Company is required to prepare
an accounting restatement on or after October 2,
2023 (the “Effective Date”) due to the material
noncompliance of the Company with any financial
reporting requirement under the U.S. federal
securities laws, the Company will act to recover
the amount of incentive-based compensation
received on or after the Effective Date, by its
current and former Section 16 officers, as
applicable, in excess of the amount of incentive-
based compensation that would have been
received had it been determined based on the
restated amount, subject to limited exceptions. In
the event that an accounting restatement is not
covered by the 2023 Policy but is covered by the
2022 Policy, the 2022 Policy will apply. In the event
that an accounting restatement could be covered
by both the 2022 Policy and 2023 Policy, only
the 2023 Policy will apply.
Prohibition on Hedging and Certain
Other Transactions
We prohibit our directors, officers, and employees
(or any of their designees) from directly or
indirectly engaging in the following transactions
with respect to securities of the Company:
• selling short, including short sales “against the
box”;
• buying or selling put or call options; or
• purchasing financial instruments (including
prepaid variable forward contracts,equity swaps,
collars, and exchange funds), or otherwise
engaging in transactions, that hedge or offset,
or are designed to hedge or offset, any decrease
in the market value of securities of the
Company, whether through the use of traded
securities, privately negotiated derivative
securities, or synthetic financial instruments.
In addition, we prohibit our directors, officers, and
employees from purchasing Company securities
on margin, borrowing against Company securities
held in a margin account, or pledging Company
securities as collateral for a loan.
46
Proxy Statement

Compliance with Internal Revenue
Code Section 162(m)
For fiscal year 2024, the Company will be unable
to deduct compensation in excess of $1 million
paid to certain executive officers, as specified
under Section 162(m) of the Internal Revenue
Code (“IRC”). The Compensation Committee uses
its judgment to authorize compensation
payments that may be subject to the limit when
the Compensation Committee believes such
payments are appropriate and in the best interests
of the Company and its stockholders.
Policies and Practices Related to the
Grant of Certain Equity Awards Close in
Time to the Release of Material
Nonpublic Information
It is the Company’s practice to make stock-based
compensation awards to executive officers in
November of each year at a prescheduled
Compensation Committee meeting, which may
be close in time before or after the Company
publicly announces financial results for the prior
completed quarter or fiscal year or when the
Company publicly provides an outlook for a future
quarter or time period. During fiscal year 2024,
the Company did not time the disclosure of
material non-public information for the purpose
of affecting the value of executive compensation,
nor did it grant any stock options to any of its
executive officers.
Proxy Statement
47

Compensation Tables for Named Executive Officers
Summary Compensation Table
The following table summarizes compensation earned by, or awarded or paid to, our Named Executive
Officers for fiscal year 2024, fiscal year 2023, and fiscal year 2022.
Name and Principal Position
Year
Salary ($)
Stock
Awards
($)(1)
Non-Equity
Incentive
Plan
Compensation
($)(2)
All Other
Compensation
($)(3)
Total
($)
Liam K. Griffin
2024
1,175,002
15,523,244
1,370,289
27,992
18,096,527
Former Chairman, Chief
Executive Officer and
President(4)
2023
1,170,502
14,554,926
1,509,604
26,404
17,261,436
2022
1,124,289
13,087,793
2,423,906
31,174
16,667,162
Kris Sennesael
2024
627,600
4,213,415
459,192
24,220
5,324,427
Senior Vice President and
Chief Financial Officer
2023
604,200
4,142,435
486,606
20,921
5,254,162
2022
585,092
4,131,556
788,306
17,384
5,522,338
Reza Kasnavi
2024
597,600
4,435,150
349,860
16,961
5,399,571
Senior Vice President,
Technology and
Manufacturing(5)
2023
574,100
4,377,587
370,013
35,936
5,357,636
2022
553,677
4,013,570
597,396
33,910
5,198,553
Carlos S. Bori
2024
594,101
4,435,150
349,860
26,337
5,405,448
Senior Vice President,
Sales and Marketing
2023
538,900
4,377,587
347,530
26,162
5,290,179
2022
515,327
4,013,570
557,713
15,324
5,101,934
Robert J. Terry
2024
559,800
3,659,046
327,703
34,457
4,581,006
Senior Vice President,
General Counsel and
Secretary
2023
538,200
3,605,110
346,887
27,150
4,517,347
2022
518,885
3,305,147
559,858
22,731
4,406,621
(1)
The amounts in the Stock Awards column represent the grant date fair values, computed in accordance with the provisions of
ASC 718, of PSAs and RSUs granted during the applicable fiscal year, without regard to estimated forfeiture rates. For
fiscal years 2022, 2023, and 2024, assuming the highest level of performance achievement with respect to the PSAs, the
grant date fair values of the Stock Awards would be as follows: Mr. Griffin (FY 2022: $16,912,789; FY 2023: $18,454,902;
FY 2024: $19,723,254), Mr. Sennesael (FY 2022: $5,339,011; FY 2023: $5,252,414; FY 2024: $5,353,425), Mr. Kasnavi (FY 2022:
$5,886,558; FY 2023: $5,550,558; FY 2024: $5,635,121), Mr. Bori (FY 2022: $5,186,558; FY 2023: $5,550,558; FY 2024:
$5,635,121), and Mr. Terry (FY 2022: $4,271,095; FY 2023: $4,571,105; FY 2024: $4,649,065). For a description of the
assumptions used in calculating the fair value of equity awards in fiscal year 2024 under ASC 718, see Note 9 of the Company’s
financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on November 15, 2024.
(2)
Reflects amounts paid to the Named Executive Officers pursuant to the executive incentive plan adopted by the Compensation
Committee for each year indicated.
(3)
“All Other Compensation” includes the Company’s contributions to the executive’s 401(k) Plan account, the cost of group
term life insurance premiums, and financial planning benefits. For fiscal year 2024, it specifically includes $13,800 in Company
contributions to each Named Executive Officer’s 401(k) Plan account, as well as $8,000, $4,250, $0, $9,398, and $15,136 in
financial planning benefits for Messrs. Griffin, Sennesael, Kasnavi, Bori and Terry, respectively.
(4)
Mr. Griffin ceased to serve as Chief Executive Officer and President of the Company effective February 17, 2025.
(5)
Mr. Kasnavi began serving as Executive Vice President, Chief Operations and Technology Officer of the Company effective
March 15, 2025.
48
Proxy Statement

Grants of Plan-Based Awards Table
The following table summarizes all grants of plan-based awards made to the Named Executive Officers
in fiscal year 2024.
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
Shares of
Stock Or
Units
(#)(3)
Grant Date
Fair Value
of Stock
Awards
($)
Name
Grant Date
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
Liam K. Griffin
940,000
1,880,000
3,760,000
11/07/2023
47,001
94,002
235,005
9,923,321(4)
11/07/2023
62,667
5,599,923(5)
Kris Sennesael
315,000
630,000
1,260,000
11/07/2023
12,757
25,515
63,787
2,693,491(4)
11/07/2023
17,009
1,519,924(5)
Reza Kasnavi
240,000
480,000
960,000
11/07/2023
13,428
26,857
67,142
2,835,159(4)
11/07/2023
17,905
1,599,991(5)
Carlos S. Bori
240,000
480,000
960,000
11/07/2023
13,428
26,857
67,142
2,835,159(4)
11/07/2023
17,905
1,599,991(5)
Robert J. Terry
224,800
449,600
899,200
11/07/2023
11,079
22,158
55,395
2,339,109(4)
11/07/2023
14,771
1,319,937(5)
(1)
The amounts shown represent the potential value of awards earned under the Incentive Plan. The amounts actually paid to
the Named Executive Officers under the Incentive Plan are shown above in the “Summary Compensation Table” under “Non-
Equity Incentive Plan Compensation.” For a more complete description of the Incentive Plan, please see description above
under “Components of Compensation — Short-Term Incentives.”
(2)
The amounts shown represent shares potentially issuable pursuant to the FY24 PSAs granted on November 7, 2023, under
the Company’s Second Amended and Restated 2015 Long-Term Incentive Plan, as described above under “Components of
Compensation — Long-Term Stock-Based Compensation.”
(3)
Represents shares underlying RSU awards granted under the Company’s Second Amended and Restated 2015 Long-Term
Incentive Plan. Each RSU award vests over four years at a rate of twenty-five percent (25%) per year commencing one year after
the grant date and on each subsequent anniversary of the grant date for the following three years, provided the executive
remains employed by the Company through each such vesting date.
(4)
Reflects the grant date fair value of the FY24 PSAs, computed in accordance with the provisions of ASC 718, using (a) a
Monte Carlo simulation (which weights the probability of multiple potential outcomes) to value the portion of the award related
to TSR percentile ranking, and (b) a price of $89.36 per share, which was the closing sale price of the Company’s common
stock on the Nasdaq Global Select Market on November 7, 2023, to value the portion of the award related to emerging
revenue growth and EBITDA margin percentile ranking, assuming performance at the “target” level. For a description of the
assumptions used in calculating the fair value of equity awards granted in fiscal year 2024 under ASC 718, see Note 9 of
the Company’s financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on November 15,
2024.
(5)
Reflects the grant date fair value of the RSUs granted on November 7, 2023, computed in accordance with the provisions of
ASC 718 using a price of $89.36 per share, which was the closing price of the Company’s common stock on the Nasdaq Global
Select Market on November 7, 2023.
Proxy Statement
49

Outstanding Equity Awards at Fiscal Year End Table
The following table summarizes the unvested stock awards held by the Named Executive Officers as of
the end of fiscal year 2024. None of our Named Executive Officers held stock options as of the end of fiscal
year 2024.
Stock Awards
Name
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
7,645(2)
755,708
11,930(8)
1,179,281
15,906(3)
1,572,308
43,988(9)
4,348,214
43,988(4)
4,348,214
47,000(10)
4,645,950
62,667(5)
6,194,633
71,480(6)
7,065,798
14,253(7)
1,408,909
Kris Sennesael
2,363(2)
233,583
3,766(8)
372,269
5,021(3)
496,326
12,519(9)
1,237,503
12,519(4)
1,237,503
12,757(10)
1,261,029
17,009(5)
1,681,340
20,345(6)
2,011,103
3,868(7)
382,352
Reza Kasnavi
2,293(2)
226,663
3,658(8)
361,593
4,878(3)
482,190
13,230(9)
1,307,786
13,230(4)
1,307,786
13,428(10)
1,327,358
17,905(5)
1,769,909
21,498(6)
2,125,077
4,072(7)
402,517
Carlos S. Bori
2,015(2)
199,183
3,658(8)
361,593
4,878(3)
482,190
13,230(9)
1,307,786
13,230(4)
1,307,786
13,428(10)
1,327,358
17,905(5)
1,769,909
21,498(6)
2,125,077
4,072(7)
402,517
Robert J. Terry
1,876(2)
185,443
3,012(8)
297,736
4,016(3)
396,982
10,895(9)
1,076,971
10,895(4)
1,076,971
11,078(10)
1,095,060
14,771(5)
1,460,113
17,706(6)
1,750,238
3,360(7)
332,136
(1)
Reflects a price of $98.85 per share, which was the closing sale price of the Company’s common stock on the Nasdaq Global
Select Market on September 27, 2024.
(2)
Represents shares issuable under an RSU award granted on November 11, 2020, under the Company’s Second Amended
and Restated 2015 Long-Term Incentive Plan. The RSU award vested at a rate of 25% per year on each anniversary of the grant
date until it became fully vested on November 11, 2024.
50
Proxy Statement

(3)
Represents shares issuable under an RSU award granted on November 10, 2021, under the Company’s Second Amended
and Restated 2015 Long-Term Incentive Plan. The RSU award vests at a rate of 25% per year on each anniversary of the grant
date through November 10, 2025.
(4)
Represents shares issuable under an RSU award granted on November 8, 2022, under the Company’s Second Amended
and Restated 2015 Long-Term Incentive Plan. The RSU award vests at a rate of 25% per year on each anniversary of the grant
date through November 8, 2026.
(5)
Represents shares issuable under an RSU award granted on November 7, 2023, under the Company’s Second Amended
and Restated 2015 Long-Term Incentive Plan. The RSU award vests at a rate of 25% per year on each anniversary of the grant
date through November 7, 2027.
(6)
Represents shares issuable under the fiscal year 2023 PSAs (“FY23 PSAs”) (awarded on November 8, 2022) with respect to
the emerging revenue growth metric measured over a one-year performance period consisting of the Company’s fiscal year
2023, assuming achievement at the “maximum” level of performance, one hundred percent (100%) of which were issued
on November 8, 2024. Also represents shares issuable under the FY23 PSAs with respect to the EBITDA margin percentile
ranking metric measured over a two-year performance period consisting of the Company’s fiscal years 2023 and 2024,
assuming achievement with respect to such metric of 125% of the target level of performance, one hundred percent (100%)
of which were issued on November 8, 2024.
(7)
Represents shares issuable under the FY24 PSAs (awarded on November 7, 2023, as described above under “Components
of Compensation — Long-Term Stock-Based Compensation”) with respect to the emerging revenue growth metric measured
over a one-year performance period consisting of the Company’s fiscal year 2024, assuming achievement at 61% of the
“target” level of performance. One hundred percent (100%) of the shares to be earned under the FY24 PSAs with respect to
this metric will be issued on November 7, 2025, to the extent earned and provided that the executive meets the continued
employment condition.
(8)
Represents shares issuable under the fiscal year 2022 PSAs (the “FY22 PSAs”) with respect to the TSR percentile ranking
metric, assuming achievement at the “threshold” level of performance. This portion of the FY22 PSAs, which was subject to a
three-year performance period, would have been issued on November 10, 2024, had it been achieved.
(9)
Represents shares issuable under the FY23 PSAs with respect to the TSR percentile ranking metric, assuming achievement at
the “target” level of performance. This portion of the FY23 PSAs, which is subject to a three-year performance period, will
be issued on November 8, 2025, to the extent earned and provided that the executive meets the continued employment
condition.
(10) Represents shares issuable under the FY24 PSAs (awarded on November 7, 2023, as described above under “Components
of Compensation — Long-Term Stock-Based Compensation”) with respect to the TSR percentile ranking metric, assuming
achievement at the “threshold” level of performance. This portion of the FY24 PSAs, which is subject to a three-year
performance period, will be issued on November 7, 2026, to the extent earned and provided that the executive meets the
continued employment condition. Also represents shares issuable under the FY24 PSAs with respect to the EBITDA
margin percentile ranking metric measured over a two-year performance period consisting of the Company’s fiscal years
2024 and 2025, assuming achievement at the “target” level of performance. This portion of the FY24 PSAs will be issued on
November 7, 2025, to the extent earned and provided that the executive meets the continued employment condition.
Option Exercises and Stock Vested Table
The following table summarizes the Named Executive Officers’ option exercises and stock award vesting
during fiscal year 2024.
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
—
—
80,117
7,172,834
Kris Sennesael
12,770
157,227
24,828
2,223,633
Reza Kasnavi
—
—
24,060
2,154,078
Carlos S. Bori
—
—
23,782
2,129,361
Robert J. Terry
—
—
20,183
1,807,159
(1)
The value realized on exercise is based on the amount by which the market price of a share of the Company’s common stock
at the time of exercise exceeded the applicable exercise price per share of the exercised option.
(2)
The value realized upon vesting is determined by multiplying (a) the number of shares underlying the stock awards that
vested, by (b) the closing price of the Company’s common stock on the Nasdaq Global Select Market on the applicable vesting
date.
Proxy Statement
51

Potential Payments Upon Termination
or Change in Control
Mr. Griffin
On May 10, 2023, in connection with the
expiration, in accordance with its terms, of the
Amended and Restated Change in Control /
Severance Agreement between the Company
and Mr. Griffin, the Company entered into a
Second Amended and Restated Change in
Control / Severance Agreement with Mr. Griffin
(the “Griffin Agreement”). The Griffin Agreement
sets out severance benefits that become payable
if, while employed by the Company, other than
following a change in control, Mr. Griffin either (i) is
terminated without cause, or (ii) terminates his
employment for good reason. The severance
benefits provided to Mr. Griffin under either of
these circumstances would consist of: (i) a lump-
sum payment equal to two (2) times the sum of
(A) his then-current annual base salary immediately
prior to such termination and (B) the Bonus
Amount (as defined below); (ii) full acceleration of
the vesting of all of Mr. Griffin’s outstanding
stock options, which stock options would become
exercisable for a period of two (2) years after the
termination date (but not beyond the expiration of
their respective maximum terms), full acceleration
of the vesting of all outstanding restricted stock
awards (including awards of restricted stock units),
and the right to receive the number of
performance shares under outstanding PSAs that
are earned but unissued and that he would
have earned had he remained employed through
the end of the applicable performance period;
and (iii) provided he is eligible for and timely elects
to continue receiving group medical coverage
(and provided the provision of such payments will
not violate any applicable nondiscrimination
laws), certain COBRA continuation for him and his
eligible dependents (“COBRA continuation”) for
up to fifteen (15) months after the termination date.
The “Bonus Amount” is an amount equal to the
greater of (x) the average of the short-term cash
incentive awards received for the three (3) years
prior to the year in which the termination occurs,
and (y) the target annual short-term cash incentive
award for the year in which the termination
occurs.
The Griffin Agreement also sets out severance
benefits that become payable if, within the period
of time commencing three (3) months prior to
and ending two (2) years following a change in
control, Mr. Griffin’s employment is either
(i) terminated by the Company without cause, or
(ii) terminated by him for good reason (a
“Qualifying Termination”). The severance benefits
provided to Mr. Griffin in such circumstances
would consist of the following: (i) a lump-sum
payment equal to two and one-half (21∕2) times the
sum of (A) his annual base salary immediately
prior to the change in control, and (B) the CIC
Bonus Amount (as defined below); (ii) all of
Mr. Griffin’s then-outstanding stock options would
become exercisable for a period of thirty (30)
months after the termination date (but not beyond
the expiration of their respective maximum
terms); and (iii) COBRA continuation for up to
eighteen (18) months after the termination date.
The “CIC Bonus Amount” is an amount equal to
the greater of (x) the average of the annual
short-term cash incentive awards received for the
three (3) years prior to the year in which the
change of control occurs and (y) the target annual
short-term cash incentive award for the year in
which the change of control occurs.
The Griffin Agreement also provides that in the
event of a Qualifying Termination, Mr. Griffin is
entitled to full acceleration of the vesting of all of
his outstanding equity awards (including stock
options, restricted stock awards, RSU awards, and
all earned but unissued performance-based
equity awards). At the time of a change in control,
all such outstanding equity awards would
continue to be subject to the same time-based
vesting schedule to which the awards were subject
prior to the change in control (including
performance-based equity awards that are
deemed earned at the time of the change in
control as described below). For performance-
based equity awards where the change in control
occurs prior to the end of the applicable
performance period, such awards would be
deemed earned as to the greater of (i) the target
level of shares for such awards, or (ii) if such
calculation is determined to be practicable by the
Compensation Committee, the number of
shares that would have been earned pursuant to
the terms of such awards based upon performance
52
Proxy Statement

up through and including the day prior to the
date of the change in control. In the event that the
successor or surviving company does not agree
to assume, or to substitute for, such outstanding
equity awards on substantially similar terms with
substantially equivalent economic benefits as
exist for such award immediately prior to the
change in control, then such awards would
accelerate in full as of the change in control.
In the event of Mr. Griffin’s death or permanent
disability (within the meaning of Section 22(e)(3)
of the IRC), the Griffin Agreement provides for full
acceleration of the vesting of all then-outstanding
equity awards subject to time-based vesting
(including stock options, restricted stock awards,
RSU awards, and all performance-based equity
awards where the performance period has ended
and the shares are earned but unissued). The
Griffin Agreement also provides that if Mr. Griffin’s
death or permanent disability occurs prior to the
end of the performance period of a performance-
based equity award, each such award would be
deemed earned as to the greater of (i) the target
level of shares for such award, or (ii) the number of
shares that would have been earned pursuant to
the terms of such award had he remained
employed through the end of the performance
period, and such earned shares would become
vested and issuable to him after the performance
period ends. In addition, all outstanding stock
options would remain exercisable for a period of
twelve (12) months following the termination of
employment (but not beyond the expiration
of their respective maximum terms).
All of Mr. Griffin’s equity awards that were
outstanding as of September 27, 2024, are
subject to the terms described above for the
Griffin Agreement. For the equity awards granted
to Mr. Griffin after September 27, 2024, in
connection with a termination without cause or
resignation for good reason that is unrelated to a
change in control, the terms described above
for the Griffin Agreement are not applicable. As
previously stated, effective as of February 17, 2025
(“Transition Date”), Mr. Griffin ceased to serve as
Chief Executive Officer and President of the
Company. Mr. Griffin will remain employed by the
Company in a non-executive role for three months
following the Transition Date, at which time his
employment with the Company will end. For the
period of such employment, he will be paid at the
same rate as his base salary immediately prior to
the Transition Date. Upon his departure, Mr. Griffin
will be entitled to receive separation benefits
under the Griffin Agreement in connection with a
termination without cause or resignation for
good reason that is unrelated to a change in
control. With respect to the equity awards granted
to Mr. Griffin after September 27, 2024, only a
prorated portion, estimated to be approximately
5,934 shares, subject to his fiscal year 2025 RSU
award will vest based on a May 16, 2025
termination date, and none of his fiscal year 2025
PSA award will vest.
The Griffin Agreement is intended to be exempt
from or compliant with Section 409A of the IRC
and has an initial two (2) year term from May 10,
2023, and thereafter renews automatically on an
annual basis for up to five (5) additional years
unless either the Company or Mr. Griffin timely
provides a notice of non-renewal to the other prior
to the end of the then-current term. The
payments due to Mr. Griffin under the Griffin
Agreement are subject to potential reduction in
the event that such payments would otherwise
become subject to excise tax incurred under
Section 4999 of the IRC, if such reduction would
result in his retaining a larger amount, on an
after-tax basis, than if he had received all of the
payments due.
Additionally, the Griffin Agreement requires that
Mr. Griffin sign a release of claims in favor of the
Company before he is eligible to receive any
benefits under the Griffin Agreement and contains
a non-solicitation provision applicable to
Mr. Griffin while he is employed by the Company
and for twelve (12) months following the
termination of his employment.
The terms “change in control,” “cause,” and “good
reason” are each defined in the Griffin Agreement.
Change in control means, in summary: (i) the
acquisition by a person or a group of 40% or more
of the outstanding stock of the Company; (ii) a
change, without approval by the Board, of a
majority of the Board of the Company; (iii) the
acquisition of the Company by means of a
reorganization, merger, consolidation, or asset
Proxy Statement
53

sale; or (iv) stockholder approval of a liquidation
or dissolution of the Company. Cause means, in
summary: (i) deliberate dishonesty that is
significantly detrimental to the best interests of
the Company; (ii) conduct constituting an act of
moral turpitude; (iii) willful disloyalty or
insubordination; or (iv) incompetent performance
or substantial or continuing inattention to or
neglect of duties. Good reason means, in
summary: (i) a material diminution in his base
compensation, authority, duties, responsibilities,
or budget over which he retains authority; (ii) a
requirement that Mr. Griffin report to a corporate
officer or employee instead of reporting directly to
the Board; (iii) a material change in his office
location; or (iv) any action or inaction constituting
a material breach by the Company of the terms
of the agreement.
Mr. Sennesael, Mr. Kasnavi, Mr. Bori, and
Mr. Terry
The Company entered into Amended and
Restated Change in Control / Severance
Agreements with each of Mr. Sennesael,
Mr. Kasnavi, Mr. Bori, and Mr. Terry on May 10,
2023, respectively. Each such Amended and
Restated Change in Control / Severance
Agreement is referred to herein as a “CIC
Agreement.”
Each CIC Agreement sets out severance benefits
that become payable if the executive officer
experiences a Qualifying Termination. The
severance benefits provided to the executive in
such circumstances would consist of the following:
(i) a lump sum payment equal to one and one-half
(11∕2) times the sum of (A) all of the executive’s
annual base salary immediately prior to the change
in control, and (B) the CIC Bonus Amount; (ii) all
of the executive’s then-outstanding stock options
would remain exercisable for a period of
eighteen (18) months after the termination date
(but not beyond the expiration of their respective
maximum terms); and (iii) COBRA continuation
for up to eighteen (18) months after the
termination date.
Each CIC Agreement also provides that in the
event of a Qualifying Termination, the executive is
entitled to full acceleration of the vesting of all
of his outstanding equity awards (including stock
options, restricted stock awards, RSU awards,
and all earned but unissued performance-based
equity awards). At the time of a change in control,
all such outstanding equity awards would
continue to be subject to the same time-based
vesting schedule to which the awards were subject
prior to the change in control (including
performance-based equity awards that are
deemed earned at the time of the change in
control as described below). For performance-
based equity awards where the change in control
occurs prior to the end of the performance
period, such awards would be deemed earned as
to the greater of (i) the target level of shares for
such awards, or (ii) if such calculation is determined
to be practicable by the Compensation
Committee, the number of shares that would
have been earned pursuant to the terms of such
awards based upon performance up through and
including the day prior to the date of the change
in control. In the event that the successor or
surviving company does not agree to assume, or
to substitute for, such outstanding equity awards
on substantially similar terms with substantially
equivalent economic benefits as exist for such
award immediately prior to the change in control,
then such awards would accelerate in full as of
the change in control.
Each CIC Agreement also sets out severance
benefits outside a change in control that become
payable if the executive’s employment is
terminated by the Company without cause. The
severance benefits provided to the executive
under such circumstance would consist of the
following: (i) biweekly compensation continuation
payments commencing not more than sixty (60)
days after such termination and continuing for a
period of twelve (12) months, with each such
compensation continuation payment being equal
to the aggregate payment amount divided by
twenty-six (26), where the aggregate payment is
equal to the sum of (x) his then-current annual base
salary, and (y) any short-term cash incentive
award then due; (ii) all then-vested outstanding
stock options would remain exercisable for a
period of twelve (12) months after the termination
date (but not beyond the expiration of their
respective maximum terms); and (iii) COBRA
54
Proxy Statement

continuation coverage for up to twelve (12) months
after the termination date.
In the event of the executive’s death or permanent
disability (within the meaning of Section 22(e)(3)
of the IRC), each CIC Agreement provides for full
acceleration of the vesting of all then-
outstanding equity awards subject to time-based
vesting (including stock options, restricted
stock awards, RSU awards, and all performance-
based equity awards where the performance
period has ended and the shares are earned but
unissued). Each CIC Agreement also provides that
for a performance-based equity award where
the executive’s death or permanent disability
occurs prior to the end of the performance period,
such award would be deemed earned as to the
greater of (i) the target level of shares for such
award, or (ii) the number of shares that would have
been earned pursuant to the terms of such
award had the executive remained employed
through the end of the performance period, and
such earned shares would become vested and
issuable to the executive after the performance
period ends. In addition, all outstanding stock
options would remain exercisable for a period of
twelve (12) months following the termination of
employment (but not beyond the expiration
of their respective maximum terms).
All of the equity awards that are outstanding as of
the date hereof for each of Mr. Sennesael,
Mr. Kasnavi, Mr. Bori, and Mr. Terry are subject to
the terms described above for the CIC
Agreements.
Each CIC Agreement is intended to be exempt
from or compliant with Section 409A of the IRC
and has an initial two (2) year term, and thereafter
renews automatically on an annual basis for up
to five (5) additional years unless either the
Company or the executive timely provides a
notice of non-renewal to the other prior to the
end of the then-current term. The payments due
to each executive under his or her CIC Agreement
are subject to potential reduction in the event
that such payments would otherwise become
subject to excise tax incurred under Section 4999
of the IRC, if such reduction would result in the
executive retaining a larger amount, on an after-tax
basis, than if he had received all of the payments
due.
Additionally, each CIC Agreement requires that
the executive sign a release of claims in favor of
the Company before he is eligible to receive any
benefits under the agreement. Each CIC
Agreement also contains non-solicitation
provisions applicable to the executive while he is
employed by the Company and for a period of
twelve (12) months following the termination of his
employment.
The terms “change in control,” “cause,” and “good
reason” are each defined in the CIC Agreements.
Change in control means, in summary: (i) the
acquisition by a person or a group of 40% or more
of the outstanding stock of the Company; (ii) a
change, without approval by the Board, of a
majority of the Board of the Company; (iii) the
acquisition of the Company by means of a
reorganization, merger, consolidation, or asset
sale; or (iv) stockholder approval of a liquidation
or dissolution of the Company. Cause means, in
summary: (i) deliberate dishonesty that is
significantly detrimental to the best interests of
the Company; (ii) conduct constituting an act of
moral turpitude; (iii) willful disloyalty or
insubordination; or (iv) incompetent performance
or substantial or continuing inattention to or
neglect of duties. Good reason means, in
summary: (i) a material diminution in the
executive’s base compensation, authority, duties,
or responsibilities; (ii) a material diminution in the
authority, duties, or responsibilities of the
executive’s supervisor; (iii) a material change in
the executive’s office location; or (iv) any action or
inaction constituting a material breach by the
Company of the terms of the agreement.
Proxy Statement
55

The following table summarizes the payments and benefits that would be made by the Company to the
Named Executive Officers as of September 27, 2024, in the following circumstances as of such date:
• termination without cause outside of a change in control;
• termination without cause or for good reason in connection with a change in control; and
• in the event of a termination of employment because of death or disability.
The accelerated equity values in the table reflect a price of $98.85 per share, which was the closing sale
price of the Company’s common stock on the Nasdaq Global Select Market on September 27, 2024. The
table does not reflect any equity awards made after September 27, 2024.
Name
Benefit
Termination w/o Cause
Outside Change in
Control ($)(1)
Termination w/o Cause
or for Good Reason,
After
Change in Control ($)
Death/Disability
($)
Liam K. Griffin(2)
Salary and Short-Term
Incentive
6,119,006(3)
7,648,758(4)
—
Accelerated RSUs
12,870,863
12,870,863
12,870,863
Accelerated PSAs(5)
23,064,671
23,064,671
23,064,671
Medical
37,903
45,483
—
TOTAL
42,092,443
43,629,775
35,935,534
Kris Sennesael(2)
Salary and Short-Term
Incentive
630,000(6)
1,890,000(7)
—
Accelerated RSUs
—
3,648,751
3,648,751
Accelerated PSAs(5)
—
6,515,302
6,515,302
Medical
19,569
29,354
—
TOTAL
649,569
12,083,407
10,164,053
Reza Kasnavi(2)
Salary and Short-Term
Incentive
600,000(6)
1,620,000(7)
—
Accelerated RSUs
—
3,786,548
3,786,548
Accelerated PSAs(5)
—
6,810,963
6,810,963
Medical
9,485
14,227
—
TOTAL
609,485
12,231,738
10,597,511
Carlos S. Bori(2)
Salary and Short-Term
Incentive
600,000(6)
1,620,000(7)
—
Accelerated RSUs
—
3,759,068
3,759,068
Accelerated PSAs(5)
—
6,810,963
6,810,963
Medical
30,322
45,483
—
TOTAL
630,322
12,235,514
10,570,031
Robert J. Terry(2)
Salary and Short-Term
Incentive
562,000(6)
1,517,400(7)
—
Accelerated RSUs
—
3,119,508
3,119,508
Accelerated PSAs(5)
—
5,613,098
5,613,098
Medical
30,322
45,483
—
TOTAL
592,322
10,295,489
8,732,606
(1)
For Mr. Griffin, includes amounts payable pursuant to a termination for good reason outside of a change in control.
(2)
Excludes the value of accrued vacation/paid time off required by law to be paid upon termination.
(3)
Represents an amount equal to two (2) times the sum of (A) Mr. Griffin’s annual base salary as of September 27, 2024, and
(B) an Incentive Plan payment, which is equal to the three (3) year average of the actual incentive payments made to Mr. Griffin
for the Company’s fiscal year ended October 1, 2021 (“fiscal year 2021”), fiscal year 2022, and fiscal year 2023, since such
average is greater than the “target” short-term cash incentive award for fiscal year 2024.
(4)
Represents an amount equal to two and one-half (21∕2) times the sum of (A) Mr. Griffin’s annual base salary as of September 27,
2024, and (B) an Incentive Plan payment, which is equal to the three (3) year average of the actual incentive payments
made to Mr. Griffin for fiscal years 2021, 2022, and 2023, since such average is greater than the “target” short-term cash
incentive award for fiscal year 2024.
56
Proxy Statement

(5)
Represents the value of PSAs that were unvested and outstanding as of September 27, 2024, in accordance with Item 402(j)
of Regulation S-K, using the following assumptions: (a) achievement at the “target” level of performance for the FY22 PSAs
(3-year TSR percentile ranking metric) scheduled to vest on November 10, 2024, based on the Company’s TSR relative to the
applicable peer group for fiscal years 2022 and 2023 tracking below the “target” level of performance; (b) achievement at
200% of the “target” level of performance for the FY23 PSAs emerging revenue growth metric scheduled to vest on
November 8, 2024, based on the Company’s actual achievement at the “maximum” level of performance with respect to the
performance metric measured over a one-year performance period consisting of the Company’s fiscal year 2023;
(c) achievement at 125% of the “target” level of performance for the FY23 PSAs EBITDA margin percentile ranking metric
scheduled to vest on November 8, 2024, based on the Company’s tracking of achievement between the “target” and
“maximum” levels of performance with respect to the metric measured over a two-year performance period consisting of the
Company’s fiscal year 2023 and fiscal year 2024; (d) achievement at the “target” level of performance for the FY23 PSAs
(3-year TSR percentile ranking metric) scheduled to vest on November 8, 2025, based on the Company’s TSR relative to the
applicable peer group for fiscal year 2023 tracking below the “target” level of performance; (e) achievement at 100% of the
“target” level of performance for the FY24 PSAs emerging revenue growth metric scheduled to vest on November 7, 2025,
based on the Company’s actual achievement at 61% of the “target” level of performance with respect to the performance
metric measured over a one-year performance period consisting of the Company’s fiscal year 2024; (f) achievement at 100% of
the “target” level of performance for the FY24 PSAs (EBITDA margin percentile ranking metric) scheduled to vest on
November 7, 2025, based on the Company’s tracking of achievement between the “threshold” and “target” levels of
performance with respect to the metric measured over a two-year performance period consisting of the Company’s fiscal
year 2024 and fiscal year 2025; and (g) achievement at the “target” level of performance for the FY24 PSAs (3-year TSR
percentile ranking metric) scheduled to vest on November 7, 2026, based on the Company’s TSR relative to the applicable
peer group for fiscal year 2024 tracking below the “target” level of performance.
(6)
Represents an amount equal to the Named Executive Officer’s annual base salary as of September 27, 2024.
(7)
Represents an amount equal to one and one-half (11∕2) times the sum of (A) the Named Executive Officer’s annual base
salary as of September 27, 2024, and (B) an Incentive Plan payment, which is equal to the Named Executive Officer’s “target”
short-term cash incentive award for fiscal year 2024, since such amount is greater than the three (3) year average of the
actual incentive payments made to the Named Executive Officer for fiscal years 2021, 2022, and 2023.
Proxy Statement
57

CEO Pay Ratio
Following is an estimate, prepared under
applicable SEC rules, of the ratio of the annual
total compensation of our Chief Executive Officer
to the median of the annual total compensation
of our other employees. For fiscal year 2024:
• The annual total compensation of our Chief
Executive Officer was $18,096,527.
• The annual total compensation of our median
compensated employee was $31,541.
• Based on the foregoing, we estimate that our
Chief Executive Officer’s total annual
compensation was approximately 574 times
that of our median employee.
To determine the median of the annual total
compensation of our employees, we applied the
following methodology and material assumptions:
• We did not use the de minimis exception to
exclude any non-U.S. employees. We have a
globally diverse workforce with total headcount
of approximately 10,100 as of September 27,
2024, of which approximately 75% are located
outside the United States, primarily in locations
employing large direct labor forces such as
Mexico and Singapore where wages are
significantly lower than in the United States. The
median employee within our employee
population was identified, consistent with
prior years, as of the last day of our fiscal year,
or September 27, 2024, and is a full-time
employee in our Mexicali, Mexico facility.
• To identify the median employee, we used a
consistently applied compensation measure that
included total taxable earnings paid to our
employees in the most recently completed
taxable year in their respective jurisdictions. This
included base salary, overtime pay, shift
premiums, recognition bonuses, annual cash
incentive awards, and long-term stock-based
incentive awards. We annualized the
compensation of permanent, full-time, and part-
time employees who were hired after the
beginning of the most recently completed
taxable year in their respective jurisdictions.
• Using this consistently applied compensation
measure, we identified an employee at the
median and calculated such employee’s total
compensation for fiscal year 2024 in accordance
with Item 402(c)(2)(x) of Regulation S-K.
• We did not use any cost-of-living adjustments in
identifying the median employee.
• The annual total compensation of our Chief
Executive Officer is the amount reported in the
“Total” column of our Summary Compensation
Table for fiscal year 2024.
We believe our pay ratio presented above is a
reasonable estimate calculated in a manner
consistent with Item 402(u) of Regulation S-K. The
SEC rules for identifying the median compensated
employee and calculating the pay ratio based
on that employee’s annual total compensation
allow companies to adopt a variety of
methodologies, to apply certain exclusions, and
to make reasonable estimates and assumptions.
As a result, the pay ratio reported by other
companies may not be comparable to the pay
ratio reported above, as other companies may
have different employment and compensation
practices and may utilize different methodologies,
exclusions, estimates, and assumptions in
calculating their own pay ratios.
58
Proxy Statement

Pay Versus Performance
The following tables and related disclosures
provide information about (i) the “total
compensation” of our principal executive officer
(“PEO”) and, on average, our other named
executive officers (the “Other NEOs”) as presented
in the Summary Compensation Table (the “SCT
Amounts”), (ii) the “compensation actually paid” to
our PEO and our Other NEOs, as calculated
pursuant to the SEC’s pay-versus-performance
rules (the “CAP Amounts”), (iii) certain financial
performance measures, and (iv) the relationship of
the CAP Amounts to those financial performance
measures.
This disclosure has been prepared in accordance
with Item 402(v) of Regulation S-K under the
Exchange Act and does not necessarily reflect
value actually realized by the executives or how
our Compensation Committee evaluates
compensation decisions in light of Company or
individual performance. For further discussion of
how our Compensation Committee seeks to align
pay with performance when making compensation
decisions, please review the Compensation
Discussion and Analysis section of this report.
The Company’s executive compensation program
reflects our pay-for-performance philosophy.
Overall, our executive compensation is closely
aligned with stockholder returns, as a substantial
portion of compensation to our PEO and Other
NEOs is in the form of long-term stock-based
compensation awards, where the potential value
that may be earned fluctuates depending on the
movement of our stock price and/or the
achievement of performance goals.
Year
(a)
Summary
Compensation
Table Total
for PEO(1)
(b)
Compensation
Actually
Paid to
PEO(2)
(c)
Average
Summary
Compensation
Table Total
for Non-PEO
Named
Executive
Officers(1)
(d)
Average
Compensation
Actually
Paid to
Non-PEO
Named
Executive
Officers(2)
(e)
Value of Initial
Fixed $100 Investment
Based on:
Net Income
(h)
Revenue
($ in millions)
(i)
Total
Shareholder
Return
(f)
Peer Group
Total
Shareholder
Return(3)
(g)
2024
$18,096,527
$11,158,819
$5,177,613
$3,223,277
$ 73.19
$389.19
$
595,997,860
$4,178.0
2023
$17,261,436
$24,905,013
$5,104,831
$7,246,354
$ 71.02
$185.42
$
982,763,578
$4,772.4
2022
$16,667,162
$ (3,791,369)
$5,057,362
$ (596,664)
$ 59.92
$ 95.60
$1,275,184,583
$5,485.5
2021
$16,150,421
$17,740,729
$4,231,051
$4,521,969
$113.02
$136.11
$1,498,319,703
$5,109.1
(1)
Our PEO was Liam K. Griffin for all years in the table. Our Other NEOs were Kris Sennesael (all years), Carlos S. Bori (all years),
Robert J. Terry (all years), Reza Kasnavi (fiscal years 2024, 2023, and 2022) and Karilee A. Durham (fiscal year 2021).
(2)
The following table describes the adjustments, each of which is prescribed by SEC rules, to calculate the CAP Amounts from
the SCT Amounts for fiscal year 2024. The SCT Amounts and the CAP Amounts do not reflect the actual amount of
Proxy Statement
59

compensation earned by or paid to our executives during the applicable years, but rather are amounts determined in
accordance with Item 402 of Regulation S-K under the Exchange Act.
Fiscal Year 2024
Adjustments
PEO
Other NEOs*
SCT Amounts
$ 18,096,527
$ 5,177,613
Adjustments for stock and option awards
(Subtract): Aggregate value for stock awards and option awards included in SCT
Amounts for the covered fiscal year
$(15,523,244)
$(4,185,690)
Add: Fair value at year end of awards granted during the covered fiscal year that were
outstanding and unvested at the covered fiscal year end
$ 13,967,338
$ 3,766,141
Add (Subtract): Year-over-year change in fair value at covered fiscal year end of awards
granted in any prior fiscal year that were outstanding and unvested at the covered fiscal
year end
$ (4,678,397)
$(1,330,718)
Add: Vesting date fair value of awards granted and vested during the covered fiscal
year
$
13,940
$
3,574
Add (Subtract): Change as of the vesting date (from the end of the prior fiscal year) in
fair value of awards granted in any prior fiscal year for which vesting conditions were
satisfied during the covered fiscal year
$
(717,345)
$
(207,643)
(Subtract): Fair value at end of prior fiscal year of awards granted in any prior fiscal year
that failed to meet the applicable vesting conditions during the covered fiscal year
$
0
$
0
Add: Dividends or other earnings paid on stock or option awards in the covered fiscal
year prior to vesting if not otherwise included in the SCT Amounts for the covered fiscal
year
$
0
$
0
CAP Amounts (as calculated)
$ 11,158,819
$ 3,223,277
*
Amounts presented are averages for the entire group of Other NEOs.
The valuation methodology used to calculate fair values in the above table did not materially differ from those used to
calculate fair values at the time of grant as reflected in the SCT Amounts.
(3)
The peer group is the S&P 500 Semiconductors Index.
60
Proxy Statement

The following table lists the five financial performance measures that, in our assessment, represent the
most important performance measures we use to link the CAP Amounts for our named executive officers
for fiscal year 2024 (our most recently completed fiscal year) to company performance. Of these
measures, we have identified revenue as the most important.
EBITDA margin percentile ranking
Emerging revenue growth
Non-GAAP operating income
Revenue
TSR percentile ranking
The following charts show graphically the relationships over the past four years of the CAP Amounts for
our PEO and Other NEOs as compared to our cumulative total shareholder return (“TSR”), the cumulative
total shareholder return of our peer group, the S&P 500 Semiconductors Index (“Peer Group TSR”), net
income and revenue, as well as the relationship between TSR and Peer Group TSR:
$0
$1,000
$2,000
$3,000
$4,000
$5,000
$6,000
 $(5)
 $-
 $5
 $10
 $15
 $20
 $25
 $30
CompensaƼon Actually Paid vs. Revenue
CompensaƼon Actually Paid ($M)
Revenue ($M)
PEO CAP ($M)
Non-PEO NEOs CAP ($M)
Revenue
FY 2021
FY 2022
FY 2024
FY 2023
Proxy Statement
61

 $0
 $200
 $400
 $600
 $800
 $1,000
 $1,200
 $1,400
 $1,600
 $(5)
 $-
 $5
 $10
 $15
 $20
 $25
 $30
CompensaƼon Actually Paid vs. Net Income
CompensaƼon Actually Paid ($M)
Net Income ($M)
PEO CAP ($M)
Non-PEO NEOs CAP ($M)
Net Income ($M)
FY 2021
FY 2022
FY 2024
FY 2023
$0.00
$50.00
$100.00
$150.00
$200.00
$250.00
$300.00
$350.00
$400.00
 $(5)
 $-
 $5
 $10
 $15
 $20
 $25
 $30
CompensaƼon Actually Paid vs. TSR vs. Peer Group TSR
CompensaƼon Actually Paid ($M)
Value of IniƼal $100 Investment
PEO CAP ($M)
Non-PEO NEOs CAP ($M)
TSR
Peer Group TSR
FY 2021
FY 2022
FY 2024
FY 2023
62
Proxy Statement

Director Compensation
The Board sets the compensation for the
Company’s non-employee directors, after
receiving the recommendations of the
Compensation Committee. In formulating its
recommendations, the Compensation Committee
seeks and receives input from Aon related to the
amounts, terms, and conditions of director
cash compensation and stock-based
compensation awards, with the goal of
establishing non-employee director compensation
that is similar to, and competitive with, the
compensation of non-employee directors at peer
companies in the semiconductor industry.
Cash Compensation
Non-employee directors are paid, in quarterly
installments, an annual retainer of $90,000.
Additional annual retainers for Chairman, Lead
Independent Director, and/or committee service
(paid in quarterly installments) are as follows: any
non-employee Chairman of the Board ($130,000);
the Lead Independent Director, if one has been
appointed ($50,000); the Chairman of the Audit
Committee ($30,000); the Chairman of the
Compensation Committee ($20,000); the
Chairman of the Nominating and Corporate
Governance Committee ($15,000); non-chair
member of Audit Committee ($15,000); non-chair
member of Compensation Committee ($10,000);
and non-chair member of Nominating and
Corporate Governance Committee ($7,500). In
addition, the Compensation Committee continues
to retain discretion to recommend to the full
Board that additional cash payments be made to
a non-employee director for extraordinary service
during a fiscal year.
Equity Compensation
Currently, following each annual meeting of
stockholders, each non-employee director who is
reelected, excluding the Chairman of the Board,
will receive a grant of RSUs having a value of
approximately $225,000, and the non-employee
Chairman of the Board will receive a grant of RSUs
having a value of approximately $250,000. Any
newly appointed non-employee director will
receive an initial equity grant of RSUs having a
value of approximately $225,000. The number of
shares subject to a non-employee director’s initial
RSU award or annual award is determined by
dividing the approximate value of the award, as
stated above, by the average closing price per
share of the Company’s common stock as reported
on the Nasdaq Global Select Market (or if the
common stock is not then traded on such market,
such other market on which the common stock
is traded) for each trading day during the 30
consecutive trading day period ending on, and
including, the grant date. Unless otherwise
determined by the Board, (a) a non-employee
director’s initial equity grant of RSUs will vest in
three (3) equal annual installments on the first three
anniversaries of the date of grant, and (b) a non-
employee director’s annual equity grant of RSUs
will vest on the first anniversary of the date of
grant. In the event of a change in control of the
Company, any outstanding options and RSUs
awarded under the 2008 Director Long-Term
Incentive Plan will become fully exercisable and
deemed fully vested, respectively.
No director who is also an employee receives
separate compensation for services rendered as a
director.
Proxy Statement
63

Director Compensation Table
The following table summarizes the compensation paid to the Company’s non-employee directors for
fiscal year 2024.
Name
Fees Earned or
Paid in Cash
($)
Stock
Awards
($)(1)(2)
Total
($)
Christine King
172,500
225,042
397,542
Alan S. Batey
97,500
225,042
322,542
Kevin L. Beebe
102,500
225,042
327,542
Eric J. Guerin
102,500
225,042
327,542
Suzanne E. McBride
95,000
225,042
320,042
David P. McGlade
125,000
225,042
350,042
Robert A. Schriesheim
112,500
225,042
337,542
Maryann Turcke
95,000
225,042
320,042
(1)
The non-employee members of the Board who were directors on September 27, 2024, held the following aggregate
number of unexercised stock options and unvested RSU awards as of such date:
Name
Number of
Securities
Underlying
Unexercised
Options
Number of Shares
Subject to
Unvested RSUs
Christine King
—
2,272
Alan S. Batey
—
2,272
Kevin L. Beebe
—
2,272
Eric J. Guerin
—
2,718
Suzanne E. McBride
—
2,721
David P. McGlade
—
2,272
Robert A. Schriesheim
—
2,272
Maryann Turcke
—
3,656
(2)
Reflects, for each non-employee director elected at the 2024 Annual Meeting (i.e., Mses. King, McBride, and Turcke and
Messrs. Batey, Beebe, Guerin, McGlade, and Schriesheim), the grant date fair value of 2,272 RSUs granted on May 14, 2024,
computed in accordance with the provisions of ASC 718 using a price of $99.05 per share.
Director Stock Ownership Requirements
We have adopted director stock ownership
guidelines with the objective of more closely
aligning the interests of our directors with those
of our stockholders. The minimum number of
shares of the Company’s common stock that the
director stock ownership guidelines require non-
employee directors to hold while serving in
their capacity as directors is the director base
compensation (currently $90,000) multiplied by
five (5), divided by the fair market value of the
Company’s common stock (rounded to the nearest
100 shares). For purposes of the director stock
ownership guidelines, the fair market value of the
Company’s common stock is the average closing
price per share of the Company’s common stock
as reported on the Nasdaq Global Select Market
(or if the common stock is not then traded on such
market, such other market on which the common
stock is traded) for the twelve (12) month period
ending with the determination date.All of our non-
employee directors have met the stock ownership
guidelines as of the date hereof (with the
exception of Ms. Turcke, who is not required to
comply with the guidelines until the fifth
anniversary of her appointment to the Board).
64
Proxy Statement

COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis
included herein with management, and based on the review and discussions, the Compensation
Committee recommended to the Board that the Compensation Discussion and Analysis be included in
this Proxy Statement for the 2025 Annual Meeting of Stockholders.
THE COMPENSATION COMMITTEE
Christine King, Chairman
Alan S. Batey
Robert A. Schriesheim
Proxy Statement
65

STOCKHOLDER PROPOSAL REGARDING SIMPLE MAJORITY
VOTE
In accordance with SEC rules, we have set forth
below a stockholder proposal from Mr. John
Chevedden, 2215 Nelson Avenue, No. 205,
Redondo Beach, CA 90278. Mr. Chevedden has
notified us that he is the beneficial owner of
50 shares of the Company’s common stock and
that he intends to present the following proposal
at the Annual Meeting. The stockholder proposal
will be voted upon at the Annual Meeting if
properly presented. The Company assumes no
responsibility for the content or accuracy of the
text of the stockholder’s resolution or the
statement and graphic the stockholder furnished
to us in support thereof, which appear below
exactly as submitted. The stockholder proposal
includes some assertions the Company believes
are incorrect.
Proposal 4 — Support Simple Majority
Vote
FOR
Shareholder
Rights
Shareholders request that our board take each
step necessary so that each voting requirement in
our charter and bylaws (that is explicit or implicit
due to default to state law) that calls for a greater
than simple majority vote be replaced by a
requirement for a majority of the votes cast for
and against applicable proposals, or a simple
majority in compliance with applicable laws. If
necessary, this means the closest standard to a
majority of the votes cast for and against such
proposals consistent with applicable laws. This
includes making the necessary changes in plain
English.
Shareholders are willing to pay a premium for
shares of companies that have excellent corporate
governance. The supermajority voting
requirements of Skyworks Solutions have been
found to be one of 6 entrenching mechanisms that
are negatively related to company performance
according to “What Matters in Corporate
Governance” by Lucien Bebchuk, Alma Cohen
and Allen Ferrell of the Harvard Law School.
Supermajority requirements can be used to block
initiatives supported by 99% of Skyworks
Solutions shareholders but opposed by the
Skyworks Solutions Corporate Governance
Committee.
Skyworks Solutions shareholders have given 99%
support to 12 Skyworks Solutions proposals on
this topic since 2020. However the corporate
governance of Skyworks Solutions is so
undemocratic that these 99% votes did not equal
80% of the vote from all shares outstanding
which is the undemocratic requirement at
Skyworks Solutions.
The solution to this lack of votes is to adjourn the
annual meeting and seek more votes until the 80%
requirement is met. The Skyworks Solutions
Corporate Governance Committee is potentially
derelict in not taking this simple step in response
to 12 Skyworks Solutions shareholder votes of
99% approval on this topic since 2020.
This proposal includes adjourning the annual
meeting to seek the small amount of additional
required votes needed unless each Skyworks
Solutions proposal on this topic has already
received the required vote.
Please vote yes:
Simple Majority Vote — Proposal 4
PROPOSAL 4:
66
Proxy Statement

Statement by the Board of Directors on the Stockholder Proposal
Over the past several years, Skyworks and our
Board of Directors have taken action to try and
eliminate the supermajority voting provisions in
our Restated Certificate of Incorporation. The
details of our efforts since 2016 are outlined below.
At at the Company’s 2016 Annual Meeting of
Stockholders (the “2016 Annual Meeting”), we
presented five Company proposals that, if
approved by the stockholders, would have
removed all existing supermajority voting
provisions from our Restated Certificate of
Incorporation. Despite the recommendation of
the Board in favor of all five proposals, only one of
the five proposals (which required the affirmative
vote of only two-thirds of the shares of the
Company’s outstanding common stock) passed.
After taking into consideration the approval by our
stockholders of a stockholder proposal in 2019
requesting that the Board take steps to remove the
supermajority provisions in our Restated
Certificate of Incorporation, the four proposals
that did not pass in 2016 were again presented at
the 2020 Annual Meeting of Stockholders (the
“2020 Annual Meeting”) for stockholder approval.
Despite the recommendation of the Board once
again in favor of all four proposals, as well as the
Company engaging in enhanced solicitation of
stockholder votes for the 2020 Annual Meeting
with the goal of increasing the number of shares
represented at the meeting, none of the four
proposals passed.
After taking into consideration the approval by
our stockholders of a stockholder proposal in 2021
requesting that the Board take steps to remove
the supermajority provisions in our Restated
Certificate of Incorporation, as well as the feedback
received from stockholders following the 2021
Annual Meeting, the Board again presented the
four proposals that did not pass in 2016 or in 2020
at the 2022 Annual Meeting of Stockholders (the
“2022 Annual Meeting”) for stockholder approval.
However, despite the recommendation of the
Board in favor of all four proposals, as well as the
Company again engaging in enhanced solicitation
of stockholder votes for the 2022 Annual Meeting
with the goal of increasing the number of shares
represented at the meeting, none of the four
proposals passed.
After taking into consideration the approval by
our stockholders of a stockholder proposal in 2023
requesting that the Board take steps to remove
the supermajority provisions in our Restated
Certificate of Incorporation, as well as the feedback
received from stockholders following the 2023
Annual Meeting, the Board again presented the
four proposals that did not pass in 2016, 2020 or
2022 at the 2024 Annual Meeting for stockholder
approval. However, despite the recommendation
of the Board in favor of all four proposals, as well as
the Company again engaging in enhanced
solicitation of stockholder votes for the 2024
Annual Meeting with the goal of increasing the
number of shares represented at the meeting,
none of the four proposals passed.
Specifically, the four proposals that failed to pass
at each of the 2016 Annual Meeting, the 2020
Annual Meeting, the 2022 Annual Meeting and
the 2024 Annual Meeting were for approval of
amendments to our Restated Certificate of
Incorporation to eliminate the supermajority
voting provisions relating to the following:
• Stockholder approval of a merger or
consolidation, disposition of all or substantially
all of our assets, or issuance of a substantial
amount of our securities (requiring the
affirmative vote of at least 80% of the shares of
the Company’s outstanding common stock);
• Stockholder approval of a business combination
with any related person (requiring the
affirmative vote of at least 90% of the shares of
the Company’s outstanding common stock);
• Stockholder amendment of Charter provisions
governing directors (requiring the affirmative
vote of at least 80% of the shares of the
Company’s outstanding common stock); and
• Stockholder amendment of Charter provisions
governing action by stockholders (requiring the
Proxy Statement
67

affirmative vote of at least 80% of the shares of
the Company’s outstanding common stock).
As before, we view the advisory vote on the
stockholder proposal above as an opportunity for
our stockholders to indicate whether there
might be sufficient support to pass the four
previously failed proposals should they be
reintroduced in the future. The Board will again
carefully consider the outcome of the vote on this
proposal, together with additional investor input
received in the course of the Company’s regular
stockholder engagement program, in reaching
a decision regarding how to proceed.
VOTE
THE BOARD OF DIRECTORS MAKES NO RECOMMENDATION REGARDING
HOW STOCKHOLDERS SHOULD VOTE ON PROPOSAL 4
68
Proxy Statement

STOCKHOLDER PROPOSAL REGARDING DISCLOSURE OF
SCOPE 3 GREENHOUSE GAS EMISSIONS
In accordance with SEC rules, we have set forth
below a stockholder proposal from Green Century
Funds, 114 State Street, Boston, MA 02109.
Representatives from Green Century Funds have
notified us that the entity is the beneficial owner of
at least $25,000 worth of shares of the Company’s
common stock and that they intend to present
the following proposal at the Annual Meeting.
The stockholder proposal will be voted upon at
the Annual Meeting if properly presented.
The Company assumes no responsibility for the
content or accuracy of the text of the stockholder’s
resolution or the statement, which appears
below exactly as submitted.
Disclose Greenhouse Gas Emissions
Whereas: Each 1°C of temperature rise will
reduce global GDP by as much as 12%.(1) The
Intergovernmental Panel on Climate Change
(IPCC) advises that greenhouse gas (GHG)
emissions must reach net zero by 2050 to avoid
exceeding 2°C of warming. Nevertheless,
semiconductor industry emissions are forecasted
to overshoot a 1.5°C pathway by 3.5 times and
fall short of net-zero in 2050.(2)
In its 10-K, Skyworks acknowledges the risks of
“severe weather events, including, but not limited
to, earthquakes, wildfires, droughts, hurricanes,
tsunamis, rising sea levels, as well as other impacts
of climate change.”
Skyworks discloses Scope 1 and 2 emissions from
operations and electricity purchases. Yet, Scope
3 emissions across the value chain account for over
80% of the semiconductor industry’s GHG
footprint.(3) Its peer NXP Semiconductors found
that the categories use of sold products,
purchased goods and services, and capital goods
comprised 98% of total Scope 3 emissions.(4)
While Skyworks performed an initial Scope 3
emissions inventory, it only discloses emissions
from the business travel category, which accounts
for under 20% of a semiconductor company’s
total Scope 3 emissions.(5) Without data for the
majority of Skyworks’ emissions, investors are left
uncertain about the extent to which Skyworks is
exposed to the climate risks outlined in its 10-K
and the level of action required to mitigate them.
Failure to disclose Scope 3 emissions exposes
Skyworks to further material risks:
• Regulatory risk: Forthcoming regulations from
California and the European Union require
Skyworks to disclose Scope 3 emissions.
• Market access loss: Skyworks may not meet
the climate mitigation expectations of major
customers. In Skyworks’10-K, Apple accounted
for 66% of net revenue in 2023. Given Apple’s
2030 carbon neutrality commitment, Skyworks’
current policies appear incompatible with the
climate mitigation goal of a major purchaser.(6)
• Competitive risk: Skyworks lags industry peers
including Analog Devices, Applied Materials
Inc., Qualcomm, NXP Semiconductors, and
Murata Manufacturing in disclosing Scope 3
(1)
https://www.weforum.org/agenda/2024/06/nature-climate-news-global-warming-hurricanes/
(2)
https://www.bcg.com/publications/2023/a-plan-to-reduce-semiconductor-emissions
(3)
https://www.bcg.com/publications/2023/a-plan-to-reduce-semiconductor-emissions
(4)
https://www.nxp.com/company/about-nxp/sustainability-and-esg/environment-health-and- safety/emissions:EMISSIONS
(5)
https://www.mckinsey.com/industries/semiconductors/our-insights/sustainability-in-semiconductor-
operations-toward-net-zero-production
(6)
https://www.apple.com/newsroom/2023/09/apple-unveils-its-first-carbon-neutral-products/
PROPOSAL 5:
Proxy Statement
69

emissions and implementing initiatives to
reduce emissions from the largest Scope 3
emission categories.
Skyworks’ GHG emissions disclosures are
inadequately aligned with investor expectations
for climate mitigation and the ambition necessary
to respond to the financial, competitive, and
regulatory risks of climate change.
Resolved: Shareholders request that Skyworks
disclose all material Scope 3 greenhouse gas
emissions.
SUPPORTING STATEMENT: In assessing
materiality of a potential Scope 3 disclosure,
proponents believe the company should examine
whether a shareholder may reasonably consider
the information important when making an
investment or voting decision. Proponents
recommend, at the board and management’s
discretion, that disclosures include consideration
of:
• Guidance in the GHG Protocol’s Corporate
Value Chain (Scope 3) Accounting and Reporting
Standard;(7)
• Frameworks, benchmarks and processes
developed by credible third parties including
The Science Based Targets Initiative, Task Force
for Climate-Related Financial Disclosures, and
CDP.
(7)
https://ghgprotocol.org/corporate-value-chain-scope-3-standard, 58.
70
Proxy Statement

Statement of Opposition by the Board of Directors
The Board has carefully reviewed and considered
the stockholder’s proposal and has concluded
that it is unnecessary and not in the best interests
of the Company’s stockholders. The Board
recommends a vote AGAINST the proposal.
We are proud of the progress that Skyworks
has made with respect to greenhouse gas
emissions disclosure and reduction.
In 2024, we announced in our Sustainability
Report that Skyworks had performed an initial
Scope 3 emissions inventory and reported through
CDP our Scope 3 carbon dioxide equivalent
(CO2e) emissions for category 6 as defined by
the Greenhouse Gas Protocol. This was just the
latest step in our sustainability journey as we seek
to progress at an appropriate pace in a practical
and thoughtful manner.
As part of this journey, Skyworks has been — and
continues to be — committed to greenhouse gas
emissions management and reduction. The
Company has demonstrated this through regularly
setting meaningful targets and transparently
communicating about its greenhouse gas
emissions management efforts and related
progress.
Indeed, we have disclosed our Scope 1 and
Scope 2 CO2e emissions annually since our 2019
Sustainability Report. In our 2021 Sustainability
Report, we publicly communicated our long-term
target of reducing absolute Scope 1 and Scope
2 CO2e emissions from our major manufacturing
locations by 30% by 2030 (from a baseline year
of 2018). Further, in our 2023 Sustainability Report,
we strengthened and accelerated our Scope 1
and Scope 2 CO2e emissions reduction target
from our major manufacturing locations to 50% by
2026 (from a baseline year of 2018). Skyworks
plans to achieve this Scope 1 and Scope 2 CO2e
emissions reduction target by sourcing renewable
energy.
Since our 2022 Sustainability Report, we have
enhanced our initiatives in this area by having our
Scope 1 and Scope 2 CO2e emissions data
verified by Cameron-Cole, an independent
environmental services firm.
Overall, our concerted efforts and conscientious
approach are having an impact. In 2023, we were
able to achieve year-over-year reductions of
combined Scope 1 and Scope 2 CO2e emissions
from our major manufacturing locations of 23%.
And in 2024, we were able to achieve a year-over-
year reduction of combined Scope 1 and Scope
2 CO2e emissions from our major manufacturing
locations of 42%, and we reported through
CDP our 2023 Scope 3 CO2e emissions for
category 6.
In addition, contrary to the proponent’s statements
regarding market access loss with our largest
customer, we are proud that our largest customer
has publicly named us as a committed partner
under its Supplier Clean Energy Program.
While Skyworks is taking steps to evaluate and
refine our Scope 3 emissions inventory and
calculation methodologies, the Board believes
the actions requested by this proposal are
premature and ahead of expected regulatory
developments and not the best use of Company
resources at this time. Reporting emission
measurements in a way that is potentially
different from forthcoming disclosure
regulations would be confusing, inconsistent,
and possibly even misleading.
The processes and methodologies for calculating
Scope 3 emissions are varied and continue to
evolve. In addition, they are less established and
straightforward than methods for calculating
Scope 1 and Scope 2 emissions. Reasons for the
difficulty in calculating Scope 3 emissions include
reliance on numerous emissions factors and
assumptions rather than direct data and the lack
of control that companies have over the sources of
required information, which potentially results in
incomplete data or data with low accuracy.
In 2023, California enacted broad new climate
disclosure laws, including the Climate Corporate
Data Accountability Act, but has not yet provided
supporting regulations that are required under
that law. Like many of our peers, we await the
issuance of regulations from the California Air
Resources Board, which has a deadline of
Proxy Statement
71

July 2025, before making final decisions about
how best to invest further resources in disclosing
Scope 3 emissions.
We are actively monitoring, reviewing and
preparing for evolving climate-related disclosure
requirements as they emerge from multiple
jurisdictions. We intend to comply with the
applicable disclosure requirements, including on
the timeframes as set forth under any applicable
laws and requirements.
The proposal includes no timeframe, nor does it
acknowledge or reference the significant
challenges and choices that must be addressed
in determining Scope 3 emissions measurement
methodologies. If the proposal is intended to be
aligned with expected regulatory developments
and timelines, then the proposal is redundant and
unnecessary, as we plan to comply with these
future regulations. If the proposal is not intended
to be aligned with, but is meant to suggest that
we should measure and disclose emissions in a
manner that potentially diverges from, the
regulatory disclosure frameworks, then we believe
that it is unwise and counterproductive.
Implementing the reporting requested by the
proposal would divert time, effort and resources
from our current and planned initiatives and
possibly deviate from the final regulatory reporting
requirements, thereby limiting our ability to
target our efforts on areas that will provide the
most meaningful impact in mitigating climate
change and the most value to our stockholders.
Prematurely disclosing divergent measurements
would be confusing, inconsistent, and potentially
even misleading and would produce non-
comparable results. We plan to be deliberate and
intentional about our public disclosures related
to Scope 3 emissions.Therefore, we do not believe
that it is in the best interests of the Company or
its stockholders to expand our publicly reported
Scope 3 measurements until we have guidance
from forthcoming regulations.
Skyworks takes the issue of environmental
sustainability seriously.
Skyworks is proud that our technologies play an
important role in being able to advance
sustainability across various industries by enabling
networks of intelligent and interconnected
systems designed to optimize energy
consumption.
In our own sustainability journey, Skyworks has
demonstrated a strong commitment to
environmental stewardship, including by
addressing a variety of important environmental
topics directly affecting our business, including
water management with a focus on water recycling
as well as strategies to minimize hazardous
waste through source reduction, chemical
substitution and materials use efficiency.
Skyworks has received positive stockholder
feedback on sustainability-related matters.
As part of our stockholder outreach efforts, we
have discussed our sustainability program with
many of our largest stockholders, including the
steps we are taking to reduce our greenhouse gas
emissions and to position us to set meaningful
greenhouse gas emissions targets. These
engagement efforts have allowed us to better
understand our stockholders’ priorities and
perspectives with respect to these initiatives.
Based on these engagement efforts, many of our
stockholders have recognized our progress
and generally support our deliberate and
thoughtful approach to these matters. We also
have met with the proponent to hear its
perspective and share our progress in these
areas.
Given Skyworks’ existing goals, initiatives and
disclosures, as well as the evolving Scope 3
emissions landscape, the Board believes the
proposal is not in the best interests of the
Company’s stockholders.
VOTE
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
“AGAINST” THIS STOCKHOLDER PROPOSAL 5
72
Proxy Statement

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
To the Company’s knowledge, the following table sets forth the beneficial ownership of the Company’s
common stock as of March 1, 2025, by the following individuals or entities: (i) each person or entity who
beneficially owns five percent (5%) or more of the outstanding shares of the Company’s common stock as
of March 1, 2025; (ii) the Named Executive Officers (as defined above under “Information About Executive
and Director Compensation”); (iii) each director and nominee for director; and (iv) all current executive
officers and directors of the Company, as a group.
Beneficial ownership is determined in accordance with the rules of the SEC, is not necessarily indicative
of beneficial ownership for any other purpose, and does not constitute an admission that the named
stockholder is a direct or indirect beneficial owner of those shares. As of March 1, 2025, there were
156,828,070 shares of the Company’s common stock outstanding.
In computing the number of shares of Company common stock beneficially owned by a person and
the percentage ownership of that person, shares of Company common stock that are subject to stock
options or other rights held by that person that are currently exercisable or that will become exercisable
within sixty (60) days of March 1, 2025, are deemed outstanding. These shares are not, however, deemed
outstanding for the purpose of computing the percentage ownership of any other person.
Names and Addresses of Beneficial Owners(1)
Number of Shares
Beneficially Owned(2)
Percent of Class
The Vanguard Group, Inc.
20,341,287(3)
12.97%
BlackRock, Inc.
16,129,698(4)
10.28%
Alan S. Batey
9,723
(*)
Kevin L. Beebe
50,733
(*)
Carlos S. Bori
46,245(5)
(*)
Philip G. Brace
10,000
(*)
Liam K. Griffin
211,906(5)
(*)
Eric J. Guerin
5,318
(*)
Reza Kasnavi
21,185(5)
(*)
Christine King
23,057
(*)
Suzanne E. McBride
5,326
(*)
David P. McGlade
44,994
(*)
Robert A. Schriesheim
60,881
(*)
Kris Sennesael
117,407
(*)
Robert J. Terry
17,266(5)
(*)
Maryann Turcke
3,463
(*)
All current directors and executive officers as a group (14 persons)
442,362(5)
(*)
*
Less than 1%
(1)
Unless otherwise set forth in the following notes, each person’s address is the address of the Company’s principal executive
offices at Skyworks Solutions, Inc., 5260 California Avenue, Irvine, CA 92617, and stockholders have sole voting and sole
investment power with respect to the shares, except to the extent such power may be shared by a spouse or otherwise
subject to applicable community property laws.
(2)
The table does not reflect the number of shares of Company common stock to be issued pursuant to unvested restricted
stock units (the “Unvested RSUs”) and earned, but unissued, performance share awards subject to time-based vesting only
(the “Unvested PSAs”), in each case that are not scheduled to vest within sixty (60) days of March 1, 2025, as follows:
Mr. Batey — 2,078 shares under Unvested RSUs; Mr. Beebe — 2,078 shares under Unvested RSUs; Mr. Bori — 38,234 shares
Proxy Statement
73

under Unvested RSUs and 4,072 shares under Unvested PSAs; Mr. Brace — 43,682 shares under Unvested RSUs;
Mr. Guerin — 2,078 shares under Unvested RSUs; Mr. Griffin — 129,434 shares under Unvested RSUs and 14,253 shares
under Unvested PSAs; Mr. Kasnavi — 43,653 shares under Unvested RSUs and 4,072 shares under Unvested PSAs;
Ms. King — 2,078 shares under Unvested RSUs; Ms. McBride — 2,078 shares under Unvested RSUs; Mr. McGlade — 2,078
shares under Unvested RSUs; Mr. Schriesheim — 2,078 shares under Unvested RSUs; Mr. Sennesael — 47,996 shares under
Unvested RSUs and 3,868 shares under Unvested PSAs; Mr. Terry — 33,896 shares under Unvested RSUs and 3,360 shares
under Unvested PSAs; Ms. Turcke — 3,462 shares under Unvested RSUs; current directors and executive officers as a group
(14 persons) — 335,444 shares under Unvested RSUs and 17,458 shares under Unvested PSAs.
(3)
Consists of shares beneficially owned by The Vanguard Group (“Vanguard”), which has sole voting power with respect to
zero shares, shared voting power with respect to 198,899 shares, sole dispositive power with respect to 19,577,319 shares
and shared dispositive power with respect to 763,968 shares. With respect to the information relating to Vanguard, the
Company has relied on information disclosed by Vanguard on a Schedule 13G/A filed with the SEC on January 31, 2025. The
address of Vanguard is 100 Vanguard Blvd., Malvern, PA 19355.
(4)
Consists of shares beneficially owned by BlackRock, Inc. (“BlackRock”), in its capacity as a parent holding company of various
subsidiaries under Rule 13d1(b)(1)(ii)(G). In its capacity as a parent holding company or control person, BlackRock has sole
voting power with respect to 14,766,933 shares and sole dispositive power with respect to 16,129,698 shares which are held
by the following of its subsidiaries: BlackRock Life Limited, BlackRock International Limited, BlackRock Advisors, LLC, Aperio
Group, LLC, BlackRock France SAS, BlackRock (Netherlands) B.V., BlackRock Fund Advisors, BlackRock Institutional Trust
Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc.,
BlackRock Japan Co., Ltd., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock
Investment Management (UK) Limited, SpiderRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock
(Luxembourg) S.A., BlackRock Investment Management (Australia) Limited, BlackRock Advisors (UK) Limited, BlackRock Asset
Management North Asia Limited, BlackRock (Singapore) Limited, and BlackRock Fund Managers Ltd. With respect to the
information relating to BlackRock and its affiliated entities, we have relied on information disclosed by BlackRock on a
Schedule 13G filed with the SEC on September 10, 2024. The address of BlackRock is 50 Hudson Yards, New York, NY 10001.
(5)
Includes shares held in the Company’s 401(k) Savings and Retirement Plan as of February 28, 2025.
74
Proxy Statement

GENERAL INFORMATION
Q. How do we refer to Skyworks in this Proxy
Statement?
The terms “Skyworks,” “the Company,” “we,”
“us,” and “our” refer to Skyworks Solutions, Inc.,
a Delaware corporation, and its consolidated
subsidiaries.
Q. When and where is our Annual Meeting?
The Annual Meeting will be held on
Wednesday, May 14, 2025, at 11:00 a.m.
Pacific Daylight Time. The Annual Meeting will
be held exclusively via a virtual format. You
will be able to attend and participate in the
Annual Meeting online by visiting
www.virtualshareholdermeeting.com/
SWKS2025. We believe that hosting a virtual
meeting will facilitate stockholder attendance
and participation at our Annual Meeting by
enabling stockholders to participate remotely
from any location around the world. We
have designed the virtual Annual Meeting to
provide the same rights and opportunities to
participate as stockholders would have at an
in-person meeting, including the right to vote
and ask questions through the virtual
meeting platform.
Q. What is the purpose of the Annual
Meeting?
At the Annual Meeting, stockholders will
consider and vote on the following matters:
• Proposal 1: The election of the nine
nominees named in this Proxy Statement to
our Board to serve until the 2026 Annual
Meeting of Stockholders.
• Proposal 2: The ratification of the selection
of KPMG LLP as our independent
registered public accounting firm for fiscal
year 2025.
• Proposal 3: The approval, on a non-binding
basis, of the compensation of our Named
Executive Officers, as described above
under “Compensation Discussion and
Analysis,” and in the executive compensation
tables and accompanying narrative
disclosures in this Proxy Statement.
• Proposal 4: A non-binding stockholder
proposal regarding simple majority voting
provisions, if properly presented at the
Annual Meeting.
• Proposal 5: A non-binding stockholder
proposal regarding Scope 3 greenhouse
gas emissions disclosure.
The stockholders will also act on any other
business that may properly come before the
meeting.
Q. What is included in our proxy materials?
The Company’s Annual Report, which includes
financial statements and “Management’s
Discussion and Analysis of Financial Condition
and Results of Operation” for fiscal year
2024, accompanies this Proxy Statement. This
Proxy Statement and form of proxy, and/or
notice of access thereto, are being first mailed
to stockholders on or about March 28, 2025.
The Proxy Statement and the Company’s
Annual Report are available at
www.skyworksinc.com/annualreport.
Q. Who can vote at our Annual Meeting?
Only stockholders of record at the close of
business on March 20, 2025 (the “Record
Date”), are entitled to notice of and to vote at
the Annual Meeting. As of the Record Date,
there were 153,574,827 shares of Skyworks’
common stock issued and outstanding.
Pursuant to Skyworks’ Restated Certificate of
Incorporation and By-laws, and applicable
Delaware law, each share of common stock
entitles the holder of record at the close of
business on the Record Date to one vote on
each matter considered at the Annual
Meeting.
Q. Is my vote important?
Yes. Your vote is important no matter how
many shares you own. Please take the time to
vote in the way that is easiest and most
Proxy Statement
75

convenient for you, and cast your vote as
soon as possible.
Q. How do I vote if I am a stockholder of
record?
As a stockholder of record, you may vote in
one of the following three ways whether or not
you plan to attend the Annual Meeting
online: (a) by completing and submitting your
proxy via the Internet at the website address
listed on the proxy card, (b) by completing and
submitting your proxy using the toll-free
telephone number listed on the proxy card,
or (c) by completing, signing, and dating the
proxy card and returning it in the postage-
prepaid envelope provided for that purpose.
If you attend the Annual Meeting online,
you may vote online at the Annual Meeting
even if you have previously submitted your
proxy by mail or telephone, or via the Internet
(and your vote at the Annual Meeting will
automatically revoke your previously
submitted proxy, although mere virtual
attendance at the meeting without voting will
not have that result).
Q. How do I vote if I am a beneficial owner of
shares held in “street name”?
If your shares are held on your behalf by a
third party such as your broker or another
person or entity who holds shares of the
Company on your behalf and for your benefit,
which person or entity we refer to as a
“nominee,” and your broker (or other nominee)
is the stockholder of record of such shares,
then you are the beneficial owner of such
shares and we refer to those shares as being
held in “street name.” As the beneficial owner
of your “street name” shares, you are entitled
to instruct your broker (or other nominee) as to
how to vote your shares. Your broker (or
other nominee) will provide you with
information regarding how to instruct your
broker (or other nominee) as to the voting of
your “street name” shares.
Q. How do I vote if I am a participant in the
Skyworks 401(k) Savings and Retirement
Plan?
If you are a participant in the Skyworks 401(k)
Savings and Retirement Plan (the “401(k)
Plan”), you will receive an instruction card for
the Skyworks shares you own through the
401(k) Plan. That instruction card will serve as
a voting instruction card for the trustee of
the 401(k) Plan, and your 401(k) Plan shares
will be voted as you instruct.
Q. Can I change my vote after I have voted?
Any proxy given pursuant to this solicitation
may be revoked by the person giving it at any
time before it is voted at the Annual Meeting.
Proxies may be revoked by (a) delivering to the
Secretary of the Company, before the taking
of the vote at the Annual Meeting, a written
notice of revocation bearing a later date
than the proxy, (b) duly completing a later-
dated proxy relating to the same shares and
delivering it to the Secretary of the Company
before the taking of the vote at the Annual
Meeting, or (c) attending the Annual Meeting
online and voting (although virtual attendance
at the Annual Meeting will not in and of
itself constitute a revocation of a proxy). Any
written notice of revocation or subsequent
proxy should be delivered to the Company’s
executive offices at Skyworks Solutions,
Inc., 5260 California Avenue, Irvine, CA 92617,
Attention: Secretary, before the taking of the
vote at the Annual Meeting. If you vote your
shares over the Internet prior to the Annual
Meeting, only your latest Internet vote
submitted prior to the Annual Meeting will be
counted at the Annual Meeting.
Q. How do I virtually attend the Annual
Meeting?
You are invited to attend the Annual Meeting
online by visiting
www.virtualshareholdermeeting.com/
SWKS2025, where you will be able to listen to
the meeting live, submit questions, and
vote. The meeting will begin at 11:00 a.m.
Pacific Daylight Time. In order to participate
76
Proxy Statement

in the meeting, you will need the multi-digit
number included in your proxy card, voter
instruction form, or notice. Instructions on how
to attend and participate online, including
how to demonstrate proof of stock ownership,
will be posted at
www.virtualshareholdermeeting.com/
SWKS2025.
Online check-in will begin at 10:50 a.m.
Pacific Daylight Time on May 14, 2025, and
you should allow ample time for the online
check-in proceedings.We will have technicians
standing by and ready to assist you with any
technical difficulties you may have accessing
the virtual meeting starting at 10:50 a.m.
Pacific Daylight Time on May 14, 2025. If you
encounter any difficulties accessing the virtual
meeting during the check-in time or meeting
time, please call the phone number that will be
listed at that time at
www.virtualshareholdermeeting.com/
SWKS2025.
Q. If I vote by proxy, how will my vote be
cast?
The persons named as attorneys-in-fact in this
Proxy Statement, Kris Sennesael and Robert
J. Terry, were selected by the Board and are
officers of the Company. As attorneys-in-fact,
Messrs. Sennesael and Terry will vote any
shares represented at the meeting by proxy.
Each executed proxy card returned by a
stockholder of record or proxy vote recorded
via telephone or the Internet by a stockholder
of record in the manner provided on the proxy
card prior to the taking of the vote at the
Annual Meeting will be voted. Where a choice
has been specified in an executed proxy
with respect to the matters to be acted upon
at the Annual Meeting, the shares represented
by the proxy will be voted in accordance
with the choices specified.
Q. How will my shares be voted if I do not
give specific voting instructions when I
deliver my proxy?
If you are a stockholder of record and deliver
a proxy but do not give specific voting
instructions, then the proxy holders will vote
your shares as recommended by the Board or,
if no recommendation is given, in their own
discretion.
If your shares are held in “street name,” your
broker (or other nominee) is required to vote
those shares in accordance with your
instructions. If you do not give instructions to
your broker (or other nominee), your broker (or
other nominee) will only be entitled to vote
your shares with respect to “discretionary”
matters, as described below, but will not be
permitted to vote the shares with respect to
“non-discretionary” matters. If you
beneficially own shares that are held in
“street name” by your broker (or other
nominee), we strongly encourage you to
provide instructions to your broker (or other
nominee) as to how to vote on the election
of directors and all of the Proposals by
signing, dating, and returning to your
broker (or other nominee) the instruction
card provided by your broker (or other
nominee).
If you are a participant in the 401(k) Plan, the
trustee of the 401(k) Plan may not vote your
401(k) Plan shares if the trustee does not
receive voting instructions from you by
11:59 p.m. Eastern Daylight Time on May 9,
2025, unless otherwise required by law.
Q. What is a “broker non-vote”?
A “broker non-vote” occurs when your broker
(or other nominee) submits a proxy for your
shares (because the broker (or other nominee)
has either received instructions from you on
one or more proposals, but not all, or has not
received instructions from you but is entitled
to vote on a particular “discretionary” matter)
but does not indicate a vote on a particular
proposal because the broker (or other
nominee) does not have authority to vote on
that proposal and has not received voting
instructions from you. “Broker non-votes” are
not counted to determine the number of votes
present for the particular proposal, nor are
they counted as votes “FOR” or “AGAINST”
Proxy Statement
77

the proposal in question or as abstentions.
We count “broker non-votes” for the purpose
of determining a quorum for the Annual
Meeting. If your shares are held in “street
name” by your broker (or other nominee),
please check the instruction card provided by
your broker (or other nominee) or contact
your broker (or other nominee) to determine
whether you will be able to vote by telephone
or via the Internet.
Q. What vote is required for each matter?
Election of Directors. Pursuant to the
Company’s By-laws, a nominee will be elected
to the Board if the votes cast “FOR” the
nominee’s election at the Annual Meeting
exceed the votes cast “AGAINST” the
nominee’s election (as long as the only
director nominees are those individuals set
forth in this Proxy Statement). Abstentions and
“broker non-votes” will not count as votes
“FOR” or “AGAINST.” If the shares you own
are held in “street name,” your broker (or other
nominee), as the record holder of your
shares, is required to vote your shares
according to your instructions. Proposal 1 is
not considered to be a “discretionary” matter
for certain brokers. If you do not instruct
your broker how to vote with respect to this
item, your broker may not vote your
shares with respect to the election of
directors. In such case, a “broker non-vote”
may occur, which will have no effect on the
outcome of Proposal 1.
Ratification of Independent Registered Public
Accounting Firm. The affirmative vote of a
majority of the shares present, or represented
by proxy, at the Annual Meeting, and entitled
to vote on such matter at the Annual Meeting,
is required to approve Proposal 2. Proposal 2
involves a matter on which a broker (or other
nominee) does have “discretionary” authority
to vote. If you do not instruct your broker
how to vote with respect to this item,
your broker may still vote your shares with
respect to this proposal in its discretion. With
respect to Proposal 2, a vote of “ABSTAIN”
will have the same effect as a vote of
“AGAINST.”
Say-on-Pay Vote and Stockholder
Proposals. The affirmative vote of a majority
of the shares present, or represented by proxy
at the Annual Meeting, and entitled to vote
on such matter at the Annual Meeting, is
required to approve Proposals 3 — 5.
Proposals 3 — 5 are not considered to be
“discretionary” matters for certain brokers. If
you do not instruct your broker how to vote
with respect to these items, your broker
may not vote your shares with respect to
these proposals. In such case, a “broker non-
vote” may occur, which will have no effect
on the outcome of Proposals 3 — 5. Votes that
are marked “ABSTAIN” are counted as
present and entitled to vote with respect to
Proposals 3 — 5 and will have the same impact
as a vote that is marked “AGAINST” for
purposes of Proposals 3 — 5.
Q. How does the Board recommend that I
vote?
The Board recommends that you vote:
FOR the election of each of the nine director
nominees (Proposal 1).
FOR the ratification of the selection of KPMG
LLP as our independent registered public
accounting firm for fiscal year 2025
(Proposal 2).
FOR the approval, on a non-binding basis, of
the compensation of our Named Executive
Officers, as described above under
“Compensation Discussion and Analysis,” and
in the executive compensation tables and
accompanying narrative disclosures
(Proposal 3).
The Board makes no recommendation
regarding how you vote on the approval, on a
non-binding basis, of a stockholder proposal
regarding simple majority vote provisions
(Proposal 4).
78
Proxy Statement

AGAINST the approval, on a non-binding
basis, of a stockholder proposal regarding
disclosure of Scope 3 greenhouse gas
emissions (Proposal 5).
Q. How will the votes cast at our Annual
Meeting be counted?
Broadridge Financial Solutions, Inc. and our
independent inspector of elections will
tabulate the votes at the Annual Meeting. The
vote on each matter submitted to stockholders
will be tabulated separately.
Q. Where can I find the voting results of our
Annual Meeting?
We expect to announce the preliminary
voting results at our Annual Meeting. The final
voting results will be reported in a Current
Report on Form 8-K that will be filed with the
SEC within four business days after the end of
our Annual Meeting and will be posted on
our website.
Q. Will my vote be kept confidential?
Yes. We will keep your vote confidential
unless (1) we are required by law to disclose
your vote (including in connection with the
pursuit or defense of a legal or administrative
action or proceeding), or (2) there is a
contested election for the Board.The inspector
of elections will forward any written comments
that you make on the proxy card to
management without providing your name,
unless you expressly request on your proxy
card that your name be disclosed.
Q. What is the quorum requirement for our
Annual Meeting?
The holders of a majority of the issued and
outstanding stock of the Company entitled to
vote at the Annual Meeting present either in
person or by proxy at the Annual Meeting
constitute a quorum for the transaction of
business at the Annual Meeting. Shares
present virtually during the Annual Meeting
will be considered shares of common stock
represented in person at the meeting. Shares
that abstain from voting on any proposal
and “broker non-votes” will be counted as
shares that are present for purposes of
determining whether a quorum exists at the
Annual Meeting. If a “broker non-vote” occurs
with respect to any shares of the Company’s
common stock on any matter, then those
shares will be treated as not present and not
entitled to vote with respect to that matter
(even though those shares are considered
entitled to vote for purposes of determining
whether a quorum exists because they are
entitled to vote on other matters) and will not
be voted.
Q. How do I submit a question at the Annual
Meeting?
If you wish to submit a question, beginning at
10:50 a.m. Pacific Daylight Time on May 14,
2025, you may log into the virtual meeting
platform at
www.virtualshareholdermeeting.com/
SWKS2025, type your question into the
“Submit a Question” field, and click “Submit.”
Our virtual meeting will be governed by
our Annual Meeting Rules of Conduct which
will include rules on permissible topics for
stockholder questions and will be posted at
www.virtualshareholdermeeting.com/
SWKS2025.
Questions received from stockholders during
the virtual Annual Meeting that are deemed
appropriate under our Annual Meeting Rules
of Conduct will be posted, along with the
Company’s responses, on the Investor
Relations portion of the Company’s website at
www.skyworksinc.com as soon as practicable
following the Annual Meeting.
Q. When will Skyworks next hold an advisory
vote on the frequency of “say-on-pay”
votes?
Skyworks currently conducts an annual
“say-on-pay” vote. The next advisory vote on
the frequency of ”say-on-pay” votes is
expected to be held at our 2029 Annual
Meeting of Stockholders.
Proxy Statement
79

Q. What is “householding”?
Some brokers (or other nominees) may be
participating in the practice of “householding”
proxy statements and annual reports. This
means that only one copy of this Proxy
Statement and our Annual Report may have
been sent to multiple stockholders in your
household. If you are a stockholder and your
household or address has received only one
Annual Report and one Proxy Statement, the
Company will promptly deliver a separate
copy of the Annual Report and the Proxy
Statement to you, upon your written request
to Skyworks Solutions, Inc., 5260 California
Avenue, Irvine, CA 92617, Attention: Investor
Relations, or oral request to Investor
Relations at (917) 648-9843. If you would like
to receive separate copies of our Annual
Report and Proxy Statement in the future, you
should direct such request to your broker
(or other nominee). Even if your household or
address has received only one Annual
Report and one Proxy Statement, a separate
proxy card should have been provided for
each stockholder account.Each individual
proxy card should be signed, dated, and
returned in the postage-prepaid envelope (or
completed and submitted by telephone or
via the Internet, as described on the proxy
card). If your household has received multiple
copies of our Annual Report and Proxy
Statement, you can request the delivery of
single copies in the future by contacting your
broker (or other nominee), or the Company
at the address or telephone number above.
80
Proxy Statement

OTHER PROPOSED ACTION
As of the date of this Proxy Statement, the
directors know of no other business that is
expected to come before the Annual Meeting.
However, if any other business should be properly
presented at the Annual Meeting, the persons
named as proxies will vote in accordance with their
judgment with respect to such matters.
OTHER MATTERS
Solicitation Expenses
Skyworks will bear the expenses of the preparation
of the proxy materials and the solicitation by the
Board of proxies. Proxies may be solicited on
behalf of the Company in person or by telephone,
e-mail, facsimile, or other electronic means by
directors, officers, or employees of the Company,
who will receive no additional compensation for
any such services. We have retained D.F. King &
Co. to assist in the solicitation of proxies, at a
total cost to the Company of approximately
$14,000, plus reasonable out-of-pocket expenses.
Electronic Delivery of Proxy Materials
We are able to distribute our Annual Report and
this Proxy Statement to our stockholders in a fast
and efficient manner via the Internet. This
reduces the amount of paper delivered to a
stockholder’s address. Stockholders may elect to
view all future annual reports, proxy statements,
and notices on the Internet instead of receiving
them by mail. You may make this election when
voting your proxy this year. Simply follow the
instructions to vote via the Internet to register your
consent. Your election to view proxy materials
online is perpetual unless you revoke it later. Future
proxy cards will contain the Internet website
address and instructions to view the materials.
You will continue to have the option to vote your
shares by telephone, mail, or via the Internet.
Annual Report on Form 10-K and Stockholder List
A copy of our 2024 Annual Report accompanies
this Proxy Statement. You also may obtain, free of
charge, a copy of the Company’s Annual Report
on Form 10-K for fiscal year 2024, as filed with the
SEC, via the Company’s website at
www.skyworksinc.com, or upon written request
addressed to Investor Relations:
Skyworks Solutions, Inc.
5260 California Avenue
Irvine, CA 92617
A list of stockholders of record as of March 20,
2025, will be available for inspection during
ordinary business hours at our executive offices in
Irvine, CA, from May 3, 2025, to May 13, 2025.
Proxy Statement
81

Stockholder Proposals
Proposals to be considered for inclusion in the
proxy materials for the Company’s 2026 Annual
Meeting pursuant to Rule 14a-8 under the
Exchange Act must meet the requirements of
Rule 14a-8 and be delivered in writing to the
General Counsel and Secretary of the Company
at its executive offices at 5260 California Avenue,
Irvine, CA 92617, no later than November 28,
2025. The submission of a stockholder proposal
does not guarantee that it will be included in the
proxy materials for the Company’s 2026 Annual
Meeting.
According to the applicable provisions of our
By-laws, if a stockholder wishes to present a
proposal at our 2026 Annual Meeting outside the
processes of Rule 14a-8, with such proposal not
to be considered for inclusion in the proxy
materials for such meeting, then the stockholder
must give written notice to the Secretary of the
Company at the address noted above no earlier
than the close of business on January 14, 2026,
and no later than the close of business on
February 13, 2026. In the event that the 2026
Annual Meeting is advanced by more than thirty
(30) days, or delayed (other than as a result of
adjournment) by more than sixty (60) days, from
the first anniversary of the Company’s 2025 Annual
Meeting, then the required notice must be
delivered in writing to the Secretary of the
Company at the address above no earlier than
120 days prior to the date of the 2026 Annual
Meeting and no later than the later of 90 days prior
to the 2026 Annual Meeting or the 10th day
following the day on which the public
announcement of the date of the 2026 Annual
Meeting is first made by the Company. A proposal
that is submitted outside of these time periods
will not be considered to be timely and, pursuant
to Rule 14a-4(c)(1) under the Exchange Act and
if a stockholder properly brings the proposal
before the meeting, the proxies that management
solicits for that meeting will have “discretionary”
authority to vote on the stockholder’s proposal.
Even if a stockholder makes timely notification, the
proxies may still exercise “discretionary” authority
in accordance with the SEC’s proxy rules.
See “Stockholder Nominees For Directors”
section of this Proxy Statement for additional
information regarding nominees for election to
the Board proposed by stockholders.
Our Board encourages stockholders to attend
the Annual Meeting online. Whether or not
you plan to attend, you are urged to submit a
proxy promptly in one of the following ways:
• by completing and submitting your proxy
via the Internet by visiting the website
address listed on the proxy card;
• by completing and submitting your proxy
using the toll-free telephone number listed
on the proxy card; or
• by completing, signing, and dating the
proxy card and returning it in the postage-
prepaid envelope provided for that
purpose.
A prompt response will greatly facilitate
arrangements for the meeting and your
cooperation will be appreciated.
82
Proxy Statement

UNAUDITED RECONCILIATIONS OF NON-GAAP FINANCIAL
MEASURES
Twelve Months Ended
(in millions)
Sep. 27, 2024
GAAP operating income
$
637
Share-based compensation expense(a)
180
Acquisition-related expenses
2
Amortization of acquisition-related intangibles
161
Settlements, gains, losses, and impairments
142
Restructuring and other charges
15
Non-GAAP operating income
$1,137
GAAP operating margin %
15.3%
Non-GAAP operating margin %
27.2%
Twelve Months Ended
(in millions)
Sep. 27, 2024
GAAP net income per share, diluted
$ 3.69
Share-based compensation expense(a)
1.12
Acquisition-related expenses
0.01
Amortization of acquisition-related intangibles
1.00
Settlements, gains, losses, and impairments
0.87
Restructuring and other charges
0.09
Tax adjustments
(0.51)
Non-GAAP net income per share, diluted
$ 6.27
(a)
The following table summarizes the expense recognized in accordance with ASC 718 — Compensation, Stock Compensation
(in millions):
Twelve Months Ended
(in millions)
Sep. 27, 2024
Cost of goods sold
$ 32
Research and development
85
Selling, general, and administrative
63
Total share-based compensation
$180
Twelve Months Ended
(in millions)
Sep. 27, 2024
Sep. 27, 2019
Oct. 3, 2014
GAAP net cash provided by operating activities
$1,825
$1,367
$ 772
Capital expenditures
(157)
(398)
(209)
Non-GAAP free cash flow
$1,668
$
969
$ 564
GAAP net cash provided by operating activities margin %
44%
40%
34%
Non-GAAP free cash flow margin %
40%
29%
25%
Appendix A:
Appendix A
83

Discussion Regarding the Use of Non-GAAP Financial Measures
Our annual report and this proxy statement
contains some or all of the following financial
measures that have not been calculated in
accordance with United States Generally Accepted
Accounting Principles (“GAAP”): (i) non-GAAP
operating income and operating margin, (ii) non-
GAAP diluted earnings per share, and (iii) non-
GAAP free cash flow. As set forth in the “Unaudited
Reconciliations of Non-GAAP Financial Measures”
tables found above, we derive such non-GAAP
financial measures by excluding certain expenses
and other items from the respective GAAP
financial measure that is most directly comparable
to each non-GAAP financial measure.
Management uses these non-GAAP financial
measures to evaluate our operating performance
and compare it against past periods, make
operating decisions, forecast for future periods,
compare our operating performance against peer
companies, and determine payments under
certain compensation programs. These non-
GAAP financial measures provide management
with additional means to understand and evaluate
the operating results and trends in our ongoing
business by eliminating certain non-recurring
expenses and other items that management
believes might otherwise make comparisons of
our ongoing business with prior periods and
competitors more difficult, obscure trends in
ongoing operations, or reduce management’s
ability to make forecasts.
We provide investors with non-GAAP operating
income and operating margin, non-GAAP diluted
earnings per share, and non-GAAP free cash
flow because we believe it is important for
investors to be able to closely monitor and
understand changes in our ability to generate
income from ongoing business operations. We
believe these non-GAAP financial measures give
investors an additional method to evaluate
historical operating performance and identify
trends, an additional means of evaluating period-
over-period operating performance and a
method to facilitate certain comparisons of our
operating results to those of our peer companies.
We believe that providing non-GAAP operating
income and operating margin allows investors to
assess the extent to which our ongoing operations
impact our overall financial performance. We
also believe that providing non-GAAP diluted
earnings per share allows investors to assess the
overall financial performance of our ongoing
operations by eliminating the impact of share-
based compensation expense, acquisition-related
expenses, amortization of acquisition-related
intangibles, settlements, gains, losses, and
impairments, restructuring-related charges, and
certain tax items which may not occur in each
period presented and which may represent
non-cash items unrelated to our ongoing
operations. We further believe that providing non-
GAAP free cash flow provides insight into our
liquidity, our cash-generating capability, and the
amount of cash potentially available to return to
stockholders. We believe that disclosing these
non-GAAP financial measures contributes to
enhanced financial reporting transparency and
provides investors with added clarity about
complex financial performance measures.
We calculate non-GAAP operating income by
excluding from GAAP operating income, share-
based compensation expense, acquisition-related
expenses, amortization of acquisition-related
intangibles, settlements, gains, losses, and
impairments, and restructuring-related charges.
We calculate non-GAAP diluted earnings per share
by excluding from GAAP diluted earnings per
share, share-based compensation expense,
acquisition-related expenses (benefit),
amortization of acquisition-related intangibles,
settlements, gains, losses, and impairments,
restructuring and other charges, and certain tax
items. We calculate non-GAAP free cash flow by
deducting capital expenditures from GAAP net
cash provided by operating activities.
We exclude certain items identified above from
the respective non-GAAP financial measure
referenced above for the reasons set forth with
respect to each such excluded item below:
84
Appendix A

Share-Based Compensation Expense — because
(1) the total amount of expense is partially outside
of our control because it is based on factors
such as stock price volatility and interest rates,
which may be unrelated to our performance
during the period in which the expense is incurred,
(2) it is an expense based upon a valuation
methodology premised on assumptions that vary
over time, and (3) the amount of the expense
can vary significantly between companies due to
factors that can be outside of the control of such
companies.
Acquisition-Related Expenses (Benefit) and
Amortization of Acquisition-Related Intangibles —
including such items as, when applicable, fair
value adjustments to contingent consideration,
fair value charges incurred upon the sale of
acquired inventory, acquisition-related expenses,
and amortization of acquired intangible assets
because they are not considered by management
in making operating decisions and we believe
that such expenses do not have a direct correlation
to our future business operations and thereby
including such charges does not necessarily reflect
the performance of our ongoing operations for
the period in which such charges or reversals are
incurred.
Settlements, Gains, Losses, and Impairments —
because such settlements, gains, losses, and
impairments (1) are not considered by
management in making operating decisions,
(2) are infrequent in nature, (3) are generally not
directly controlled by management, (4) do not
necessarily reflect the performance of our ongoing
operations for the period in which such charges
are recognized, and/or (5) can vary significantly in
amount between companies and make
comparisons less reliable.
Restructuring and Other Charges — because these
charges have no direct correlation to our future
business operations and including such charges
or reversals does not necessarily reflect the
performance of our ongoing operations for the
period in which such charges or reversals are
incurred.
Certain Income Tax Items — including certain
deferred tax charges and benefits that do not
result in a current tax payment or tax refund and
other adjustments, including but not limited
to, items unrelated to the current fiscal year or
that are not indicative of our ongoing business
operations.
The non-GAAP financial measures presented in
the table above should not be considered in
isolation and are not an alternative for the
respective GAAP financial measure that is most
directly comparable to each such non-GAAP
financial measure. Investors are cautioned against
placing undue reliance on these non-GAAP
financial measures and are urged to review and
consider carefully the adjustments made by
management to the most directly comparable
GAAP financial measures to arrive at these non-
GAAP financial measures. Non-GAAP financial
measures may have limited value as analytical
tools because they may exclude certain expenses
that some investors consider important in
evaluating our operating performance or ongoing
business performance. Further, non-GAAP
financial measures are likely to have limited value
for purposes of drawing comparisons between
companies as a result of different companies
potentially calculating similarly titled non-GAAP
financial measures in different ways because non-
GAAP measures are not based on any
comprehensive set of accounting rules or
principles.
Appendix A
85

FISCAL YEAR 2024 ANNUAL REPORT AND
CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents
Cautionary Statement . . . . . . . . . . . .
89
Introduction . . . . . . . . . . . . . . . . . . . . .
91
Industry Background . . . . . . . . . . . . .
92
Business Overview . . . . . . . . . . . . . . .
93
Management’s Discussion and
Analysis of Financial Condition
and Results of Operations . . . . . . . .
96
Quantitative and Qualitative
Disclosures About Market Risk . . . . 104
Consolidated Financial
Statements
Consolidated Statements of Operations . .
106
Consolidated Statements of
Comprehensive Income . . . . . . . . . . . . . .
107
Consolidated Balance Sheets . . . . . . . . . .
108
Consolidated Statements of Cash Flows . .
109
Consolidated Statements of Stockholders’
Equity . . . . . . . . . . . . . . . . . . . . . . . . . . .
110
Notes to Consolidated Financial
Statements . . . . . . . . . . . . . . . . . . . . . . 111
Report of Independent Registered
Public Accounting Firm . . . . . . . . . . 137
Changes in and Disagreements
with Accountants on Accounting
and Financial Disclosure . . . . . . . . . 139
Controls and Procedures . . . . . . . . . 139
Market for Registrant’s Common
Equity, Related Stockholder
Matters and Issuer Purchases of
Equity Securities . . . . . . . . . . . . . . . . . 141
Comparative Stock Performance
Graph. . . . . . . . . . . . . . . . . . . . . . . . . . . . 142

This Annual Report contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as
amended (the “Exchange Act”), and is subject to the “safe harbor” created by those sections. Any
statements that are not statements of historical fact should be considered to be forward-looking
statements. Words such as “anticipates”, “believes”, “continue”, “could”, “estimates”, “expects”, “forecasts”,
“intends”, “may”, “plans”, “potential”, “predicts”, “projects”, “seek”, “should”, “targets”, “will”, “would”, and
similar expressions or variations or negatives of such words are intended to identify forward-looking
statements, but are not the exclusive means of identifying forward-looking statements in this Annual
Report. Additionally, forward-looking statements include, but are not limited to:
• our plans to develop and market new products, enhancements, or technologies and the timing of
these development and marketing plans;
• our estimates of our future financial performance, including expenses, revenues, and profitability;
• our estimates of demand trends, market opportunities, and our market positioning, including the
size of the markets for our products and services;
• our expectations related to the rate and degree of market acceptance of our products and our
customers’ products;
• our estimates regarding our capital requirements and our needs for additional financing; and
• our estimates of the success of other competing technologies that may become available.
Although forward-looking statements in this Annual Report reflect the good faith judgment of our
management, such statements can only be based on facts and factors currently known and understood
by us. Consequently, forward-looking statements involve inherent risks and uncertainties, and actual
financial results and outcomes may differ materially and adversely from the results and outcomes discussed
in or anticipated by the forward-looking statements. A number of important factors could cause actual
financial results to differ materially and adversely from those in the forward-looking statements. We urge
you to consider the risks and uncertainties discussed elsewhere in this report and in the other
documents filed by us with the Securities and Exchange Commission (“SEC”) in evaluating our forward-
looking statements. We have no plans, and undertake no obligation, to revise or update our forward-
looking statements to reflect any event or circumstance that may arise after the date of this report. We
caution readers not to place undue reliance upon any such forward-looking statements, which speak only
as of the date made.
This Annual Report also contains estimates made by independent parties and by us relating to market
size and growth and other industry data. These estimates involve a number of assumptions and limitations
and you are cautioned not to give undue weight to such estimates. In addition, projections, assumptions,
and estimates of our future performance and the future performance of the industries in which we
operate are necessarily subject to a high degree of uncertainty and risk due to a variety of important
factors, including those described in “Management’s Discussion and Analysis of Financial Condition and
Results of Operations”. These and other factors could cause results to differ materially and adversely
from those expressed in the estimates made by the independent parties and by us.
In this document, the words “we”, “our”, “ours”, “us”, “Skyworks”, and “the Company” refer only to Skyworks
Solutions, Inc., and its consolidated subsidiaries and not any other person or entity. In addition, the
following is a list of industry terms that may be referenced throughout the document:
• 5G (Fifth Generation): next-generation cellular network technology
• BAW (Bulk Acoustic Wave): electrical input signal is converted to an acoustic wave for filtering and
converted back into an electrical signal by a metal-piezo-metal vertical structure
CAUTIONARY STATEMENT
Annual Report
89

• IoT (Internet of Things): the interconnection of uniquely identifiable embedded computing
devices within the existing internet infrastructure
• LTE (Long-Term Evolution): 4th generation (“4G”) radio technologies designed to increase the
capacity and speed of mobile telephone networks
• MIMO (Multiple In, Multiple Out): a method for multiplying the capacity of a radio link using
multiple transmission and receiving antennas to exploit multipath propagation; more commonly, it
refers to LTE, 5G, and Wi-Fi® techniques to send more than one data signal (also known as data
layers) with encoded information to increase capacity in modern telecommunications systems
• RF (Radio Frequency): electromagnetic wave frequencies that lie in the range extending from
around 3 kHz to 300 GHz
• SAW (Surface Acoustic Wave): electrical input signal is converted to an acoustic wave for filtering
and converted back into an electrical signal by interdigitated transducers on a piezoelectric substrate
• TC-SAW (Temperature Compensated Surface Acoustic Wave): SAW filters that have been designed
to reduce shift in frequency over temperature
Skyworks and the Skyworks symbol are trademarks or registered trademarks of Skyworks Solutions, Inc.
or its subsidiaries in the United States and other countries. Third-party brands and names are for
identification purposes only and are the property of their respective owners.
90
Annual Report

Skyworks Solutions, Inc., together with its consolidated subsidiaries (“Skyworks” or the “Company”), is a
leading developer, manufacturer and provider of analog and mixed-signal semiconductor products and
solutions for numerous applications, including aerospace, automotive, broadband, cellular infrastructure,
connected home, defense, entertainment and gaming, industrial, medical, smartphone, tablet, and
wearables.
Over the past two decades, Skyworks has made important investments to address key network
technologies, from cellular to advanced Wi-Fi®, enhanced GPS, and Bluetooth®, among others.
Capitalizing on both organic growth and strategic acquisitions, we are targeting high-growth verticals,
while at the same time, seeking to diversify our revenue and customer set.
Targeted investments in next-generation technology and solutions, technical talent, and fabrication
capabilities have created the opportunity to expand into high-growth market segments, including electric
and hybrid vehicles, industrial and motor control, power supply, 5G wireless infrastructure, optical data
communication, data center, automotive, smart home, and several other applications.
Our key customers include Amazon, Apple Inc. (“Apple”), Arcadyan, Arris, Bose, Ciena, Cisco, Ericsson,
Fibocom, Garmin, Gemalto (a Thales company), General Electric, Google, Honeywell, Itron, Lenovo, LG
Electronics, Microsoft, Motorola, NETGEAR, Nokia, Northrop Grumman, OPPO, Rockwell Collins,
Sagemcom, Samsung, Schneider Electric, Sierra Wireless, Sonos, Sony, Technicolor, Telit, Tesla, TP-Link,
VIVO, and Xiaomi. Our competitors include Analog Devices, Broadcom, Cirrus Logic, Murata
Manufacturing, NXP Semiconductors, Qorvo, Qualcomm, and Texas Instruments.
We operate worldwide with engineering, manufacturing, sales, and service facilities throughout Asia,
Europe, and North America. Our Internet address is www.skyworksinc.com. We make available free of
charge on our website our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports
on Form 8-K, and amendments to those reports as soon as reasonably practicable after we electronically
file such material with,or furnish it to,the SEC.The information contained on our website is not incorporated
by reference in this Annual Report and the inclusion of our website address in this report is an inactive
textual reference only. Our SEC filings are also available to the public at www.sec.gov.
INTRODUCTION
Annual Report
91

Wireless connectivity is expanding on a global basis. A widening range of use cases is driving the high
demand for wireless data across a broad array of applications. The advancement of 5G adoption, IoT,
connectivity for everyone, automotive electrification and safety, as well as augmented reality and virtual
reality technology, all demand faster speeds, increased bandwidth and capacity, significantly lower
latency, and more reliable and secure wireless connectivity.
The speed and ultra-low latency characteristics inherent in 5G technology are dramatically altering
wireless connectivity, creating a market for diverse and transformative applications, and changing how
individuals live, work, play, and learn. Most of the world’s largest economies have implemented commercial
5G networks, and the world’s leading smartphone manufacturers have launched multiple generations
of 5G-enabled devices.
We expect to see a continued expansion in data consumption, dependent on seamless and reliable
wireless connectivity. A few statistics illustrate this point. According to the 2024 Ericsson Mobility Report,
global mobile data for 5G is estimated to triple in the next three years, driven by new users, innovative
services, and the convergence of artificial intelligence (“AI”) and 5G technology, and by 2029, it is estimated
that approximately 39 billion connections will be related to the IoT, including connected cars, machines,
meters, sensors, point-of-sale terminals, consumer electronics and wearables. Connected cars are
forecasted by McKinsey to make up 95% of new vehicles sold globally by 2030.
Skyworks helps facilitate these opportunities with highly customized solutions that support a broad set
of wireless systems and protocols including cellular (such as 5G), Wi-Fi®, GPS, Bluetooth®, Accutime™,
HD-Radio™, LoRa®, Thread®, Wi-Sun®, and Zigbee®. Additionally, Wi-Fi® 7, the next generation of
Wi-Fi® technology, complements 5G by providing high-speed wireless connectivity in local environments.
Faster data rates and improved efficiency cater to the growing number of devices reliant on wireless
networks.
We believe AI can be a catalyst for more efficient and effective wireless communications. From endpoint
devices to data centers, generative AI applications will drive the need for higher speed and higher
bandwidth networks, while increasing the requirements for our precision timing solutions.
Finally, with the rapid transition towards electrification and advanced safety in vehicles, we are focused
on high growth segments and content opportunities, including (i) power isolation chips for on-board
chargers, powertrain, and battery management systems in electric vehicles, (ii) connectivity, with telematics
and other solutions being enabled by 4G/5G cellular engines, Wi-Fi®, Bluetooth®, Ultra-wide band,
Ethernet, and GPS, and (iii) in-vehicle infotainment systems, driven by digital radio coprocessors, and
solutions supporting advanced driver-assistance systems and autonomous driving.
Solving Connectivity Challenges
Highly integrated semiconductor solutions are pivotal in deploying next-generation standards, resolving
analog, mixed-signal, and RF complexities that challenge existing hardware and network infrastructure.
Addressing these design challenges requires diverse competencies including signal transmission,
seamless hand-offs between multiple standards, power management, voltage regulation, battery
charging, advanced filtering, and tuning.
We are at the forefront of this new era of connectivity, delivering the solutions that help enable the true
potential of 5G and IoT. We have a rich heritage in analog systems design and have spent years investing
in key technologies and resources. Our strength is underpinned by world-class performance and scale
across a broad array of capabilities that include advanced TC-SAW and BAW filters, an expanded family of
MIMO, ultra-high band, and diversity receive modules, timing devices, and digital power isolators. From
our breakthrough Sky5® unifying platform to our 5G small cell solutions, our approach across both
infrastructure and user equipment facilitates powerful, high-speed, end-to-end 5G connectivity.
INDUSTRY BACKGROUND
92
Annual Report

Major elements of our strategy include:
Industry-Leading Technology
As the industry migrates to more complex 5G architectures across a multitude of wireless applications,
we are poised to help our customers handle growing levels of system complexity across both the transmit
and receive chains.The trend towards increasing front-end and analog design challenges in smartphones
and other platforms plays directly into our core strengths. Additionally, accelerating AI trends could
catalyze the smartphone transformation with incremental content driving unprecedented functional and
physical densities. These advancements will deliver more bandwidth, faster speeds, and enable
applications like virtual reality, augmented reality, live video streaming, and seamless IoT connectivity.
Crucially, they aim to bring us closer to achieving reliable low latency, ideal for massive machine
communications, and introduces non-terrestrial networks that enable satellite connectivity for emergency
applications.
We believe that we offer the broadest portfolio of radio and analog solutions from the transceiver to the
antenna as well as all required manufacturing process technologies.We are also a leader in passive devices,
advanced integration, including proprietary shielding and 3-D die stacking, as well as SAW, TC-SAW,
and BAW filters. Our product portfolio is reinforced by a library of approximately 5,000 worldwide patents
and other intellectual property that we own and control. Together, our industry-leading technology
enables us to deliver the highest levels of product performance and integration.
Customer Relationships
Given our scale and technology leadership, we are engaged with leading original equipment
manufacturers (“OEMs”), smartphone providers, and baseband reference design partners in the analog
and mixed-signal semiconductor industry. Our customers value the scale of our global supply chain, our
innovative technology, our ability to curate and deliver unique solutions, and our system engineering
expertise, resulting in deep customer loyalty. We partner with our customers to support their long-term
product road maps and are valued as a system solutions provider rather than just a discrete product
vendor.
Diversification
We are diversifying the reach of our business by expanding our addressable markets and broadening
our product portfolio to serve a wider array of global customers. With the increasing adoption of 5G and
the opportunity to enable more applications, we are growing our business beyond mobile devices
(where we support leading top-tier manufacturers, including the leading smartphone suppliers and key
baseband vendors) into additional high-performance analog markets, including automotive, home and
factory automation, data center, solar, wireless infrastructure, aerospace and defense, medical, smart
energy, and wireless networking. In these markets we leverage our scale, intellectual property, and
worldwide distribution network, which spans approximately 6,000 customers and 6,000 unique products.
Delivering Operational Excellence
Through advanced supply chain management, we combine our highly specialized internal manufacturing
capabilities with alliances and strategic relationships for leading-edge technologies. This hybrid
manufacturing model allows us to better balance our manufacturing capacity with the demand of the
marketplace.
BUSINESS OVERVIEW
Annual Report
93

Additionally, we continue to drive reductions in product design and manufacturing cycle times and
further improve product yields. The combination of agile, flexible capacity, and world-class module
manufacturing and scale advantage allows us to achieve low product costs while integrating multiple
technologies into highly sophisticated multi-chip modules and helping to ensure stable supply to our
global customer base.
Maintaining a Performance-Driven Culture
We consider our people and corporate culture to be a competitive advantage and a key component of
our corporate strategy, aligning employee efforts and responsibilities with performance measurement.
Accountability is paramount, and we compensate our employees through a pay-for-performance
methodology.
Generating Superior Operating Results and Stockholder Returns
We believe our manufacturing scale, broad product portfolio, strong profitability, and consistent cash
flow generation position us to provide superior results and strong returns to our stockholders.
Our Product Portfolio
Our extensive product portfolio includes:
• Amplifiers: the modules that strengthen the signal so that it has sufficient energy to reach a base
station
• Antenna Tuners: aperture and impedance tuning products that improve antenna performance
across frequencies
• Attenuators: circuits that allow a known source of power to be reduced by a predetermined factor
(usually expressed as decibels)
• Automotive Tuners and Digital Radios: tuners, data receivers, and digital radio coprocessors used
in automotive infotainment systems
• Wireless ASoC: an intelligent 2.4 GHz and 5GHz wireless radio integrated circuit that includes all
the analog and digital functions optimized for building cognitive wireless audio headsets,
headphones, and wireless speaker systems
• DC/DC Converters: an electronic circuit which converts a source of direct current from one voltage
level to another
• Demodulators: a device or an RF block used in receivers to extract the information that has been
modulated onto a carrier or from the carrier itself
• Detectors: devices used to measure and control RF power in wireless systems
• Digital Power Isolators: energy efficient solutions used in industrial control, solar inverters and
hybrid/electric automotive drive trains
• Diodes: semiconductor devices that pass current in one direction only
• Directional Couplers: transmission coupling devices for separately sampling the forward or
backward wave in a transmission line
• Diversity Receive Modules: devices used to improve receiver sensitivity in high data rate
applications
• Filters: devices for recovering and separating mixed and modulated data in RF stages, including
SAW, TC-SAW, and BAW filters
• Front-end Modules: two or more functions co-packaged to optimize the performance, cost, and
application suitability in products, including intermediate or radio frequency signal paths
• Hybrid: a type of directional coupler used in radio and telecommunications
94
Annual Report

• LED Drivers: devices which regulate the current through a light-emitting diode or string of diodes
for the purpose of creating light
• Low-Noise Amplifiers: devices used to reduce system noise figure in the receive chain
• Mixers: devices that enable signals to be converted to a higher or lower frequency signal and
thereby allowing the signals to be processed more effectively
• Modulators: devices that take a baseband input signal and output a radio frequency modulated
signal
• Optocouplers/Optoisolators: semiconductor devices that allow signals to be transferred between
circuits or systems while ensuring that the circuits or systems are electrically isolated from each other
• Phase Locked Loops: closed-loop feedback control system that maintains a generated signal in a
fixed phase relationship to a reference signal
• Phase Shifters: designed for use in power amplifier distortion compensation circuits in base station
applications
• Power Dividers/Combiners: utilized to equally split signals into in-phase signals as often found in
balanced signal chains and local oscillator distribution networks
• Power over Ethernet: enables both data and power to be sent over standard ethernet cable.
• Power Isolators: digital, analog isolators, and isolated gate drivers used in industrial control, solar
inverters, hybrid/electric automotive systems and charging stations
• ProSLIC® family of subscriber line interface circuits: provides complete analog telephone interfaces
for premise equipment and enterprise
• Receivers: electronic devices that change a radio signal from a transmitter into useful information
(including broadcast receivers)
• System In Package: complete system in a package, including modem, RF front-end, filtering,
matching, timing generation — typically, fully certified by regulatory bodies, industry bodies and
multi-service operators
• Switches: components that perform the change between the transmit and receive function, as well
as the band function for cellular handsets
• Synthesizers: devices that provide ultra-fine frequency resolution, fast switching speed, and low
phase-noise performance
• Timing Devices: clock generators, oscillators, jitter attenuators, and buffers used in optical
networking, data center, wireless base stations, industrial, and automotive applications
• Voltage Controlled Oscillators/Synthesizers: fully integrated, high performance signal source for
high dynamic range transceivers
• Voltage Regulators: generate a fixed level which ideally remains constant over varying input
voltage or load conditions
We believe we possess broad technology capabilities and one of the most complete wireless
communications product portfolios in the industry.
Annual Report
95

The following discussion and analysis of our financial condition and results of operations should be read
in conjunction with our consolidated financial statements and related notes that appear elsewhere in this
Annual Report. In addition to historical information, the following discussion contains forward-looking
statements that are subject to risks and uncertainties. Actual results may differ substantially and adversely
from those referred to herein due to a number of factors, including, but not limited to, those described
below and elsewhere in this Annual Report.
OVERVIEW
We, together with our consolidated subsidiaries, are a leading developer, manufacturer and provider of
analog and mixed-signal semiconductor products and solutions for numerous applications, including
aerospace, automotive, broadband, cellular infrastructure, connected home, defense, entertainment
and gaming, industrial, medical, smartphone, tablet, and wearables.
RESULTS OF OPERATIONS
Fiscal Years Ended September 27, 2024, September 29, 2023, and September 30,
2022
The following table sets forth the results of our operations expressed as a percentage of net revenue.
See Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended September 29, 2023, filed
with the SEC on November 17, 2023, as amended by Amendment No. 1 to such Annual Report on
Form 10-K, filed with the SEC on January 26, 2024 (the “2023 10-K”), for Management’s Discussion and
Analysis of Financial Condition and Results of Operations for the fiscal year ended September 30, 2022.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
96
Annual Report

Fiscal Years Ended
September 27,
2024
September 29,
2023
September 30,
2022
Net revenue
100.0%
100.0%
100.0%
Cost of goods sold
58.8
55.8
52.5
Gross profit
41.2
44.2
47.5
Operating expenses:
Research and development
15.1
12.7
11.3
Selling, general, and administrative
7.2
6.6
6.0
Amortization of intangibles
—
0.7
1.8
Impairment, restructuring, and other
charges
3.6
0.6
0.6
Total operating expenses
25.9
20.6
19.7
Operating income
15.3
23.6
27.8
Interest expense
(0.7)
(1.3)
(0.9)
Other income (expense), net
0.7
0.4
—
Income before income taxes
15.2
22.6
26.9
Provision for income taxes
1.0
2.0
3.7
Net income
14.3%
20.6%
23.2%
General
During the fiscal year ended September 27, 2024, the following key factors contributed to our overall
results of operations, financial position, and cash flows:
• Net revenue decreased 12.5% to $4,178.0 million in fiscal 2024, as compared to $4,772.4 million
in fiscal 2023, driven primarily by a decrease in demand for our mobile, analog, and mixed-signal
products.
• Our ending cash, cash equivalents, and marketable securities balance increased 113.1% to
$1,574.1 million in fiscal 2024, as compared to $738.5 million in fiscal 2023. The increase in cash,
cash equivalents, and marketable securities during fiscal 2024, was primarily due to cash generated
from operations of $1,824.7 million, partially offset by dividend payments of $439.1 million,
repayments of debt of $300.0 million, capital expenditures of $157.0 million, and share repurchases
of $77.3 million.
Net Revenue
Fiscal Years Ended
(dollars in millions)
September 27,
2024
Change
September 29,
2023
Change
September 30,
2022
Net revenue
$4,178.0
(12.5)%
$4,772.4
(13.0)%
$5,485.5
We market and sell our products indirectly through electronic components distributors and directly to
OEMs of communications and electronics products, third-party original design manufacturers and contract
manufacturers. We generally experience seasonal peaks during our fourth and first fiscal quarters
(which correspond to the second half of the calendar year), primarily as a result of increased worldwide
production of consumer electronics in anticipation of holiday sales, whereas our second and third fiscal
quarters are typically lower and in line with seasonal industry trends.
Annual Report
97

The decrease in net revenue in fiscal 2024, as compared to fiscal 2023, was driven primarily by a decrease
in demand for our mobile, analog, and mixed-signal products.
For information regarding net revenue by geographic region and customer concentration, see Note 14
of this Annual Report.
Gross Profit
Fiscal Years Ended
(dollars in millions)
September 27,
2024
Change
September 29,
2023
Change
September 30,
2022
Gross profit
$1,720.8
(18.3)%
$2,107.3
(19.1)%
$2,604.3
% of net revenue
41.2%
44.2%
47.5%
Gross profit represents net revenue less cost of goods sold. Our cost of goods sold consists primarily of
purchased materials, labor, and overhead (including depreciation, share-based compensation expense,
and amortization of acquisition intangibles) associated with product manufacturing. Erosion of average
selling prices of established products is typical of the semiconductor industry. Consistent with trends in the
industry, we anticipate that average selling prices for our established products will continue to decline
over time. As part of our normal course of business, we intend to improve gross profit with efforts to
increase unit volumes, improve manufacturing efficiencies, lower manufacturing costs of existing products,
and by introducing new and higher value-added products.
The decrease in gross profit in fiscal 2024, as compared to fiscal 2023, was primarily the result of an
unfavorable product mix, lower unit volumes, and lower average selling prices.
Research and Development
Fiscal Years Ended
(dollars in millions)
September 27,
2024
Change
September 29,
2023
Change
September 30,
2022
Research and development
$631.7
4.1%
$606.8
(1.8)%
$617.9
% of net revenue
15.1%
12.7%
11.3%
Research and development expenses consist primarily of direct personnel costs including share-based
compensation expense, costs for pre-production evaluation units and testing of new devices, non-
production masks, engineering prototypes, and design tool costs.
The increase in research and development expenses in fiscal 2024, as compared to fiscal 2023, was
primarily related to increases in certain headcount-related expenses and costs for engineering prototypes
as a result of our increased investment in developing new technologies and products, partially offset by
a decrease in share-based compensation expense and a decrease in depreciation expense as a result of
extending the useful lives of certain machinery and equipment. For information regarding this change
in accounting estimate, see Note 2 of this Annual Report.
Selling, General, and Administrative
Fiscal Years Ended
(dollars in millions)
September 27,
2024
Change
September 29,
2023
Change
September 30,
2022
Selling, general, and administrative
$300.8
(4.2)%
$314.0
(4.8)%
$329.8
% of net revenue
7.2%
6.6%
6.0%
98
Annual Report

Selling, general, and administrative expenses include legal and related costs, accounting, treasury,
human resources, information systems, customer service, bad debt expense, sales commissions, share-
based compensation expense, advertising, marketing, costs associated with business combinations
completed or contemplated during the period, and other costs.
The decrease in selling, general, and administrative expenses in fiscal 2024, as compared to fiscal 2023,
was primarily related to a gain on the sale of property, plant, and equipment, a decrease in professional
services costs, and a decrease in share-based compensation expense.
Amortization of Intangibles
Fiscal Years Ended
(dollars in millions)
September 27,
2024
Change
September 29,
2023
Change
September 30,
2022
Amortization of intangibles
$0.9
(97.3)%
$33.2
(66.4)%
$98.9
% of net revenue
—%
0.7%
1.8%
The decrease in amortization expense in fiscal 2024, as compared to fiscal 2023, was primarily due to
certain intangible assets that were acquired in prior fiscal years reaching the end of their useful lives.
Impairment, Restructuring, and Other Charges
Fiscal Years Ended
(dollars in millions)
September 27,
2024
Change
September 29,
2023
Change
September 30,
2022
Impairment, restructuring, and other
charges
$150.0
430.0%
$28.3
(7.8)%
$30.7
% of net revenue
3.6%
0.6%
0.6%
Impairment, restructuring, and other charges in fiscal 2024 were primarily due to the abandonment or
delay of previously capitalized in-process research and development (“IPR&D”) projects of $147.9 million
and employee severance costs.
Impairment, restructuring, and other charges in fiscal 2023 were primarily due to employee severance
costs and impairment charges on divested assets.
Interest Expense
Fiscal Years Ended
(dollars in millions)
September 27,
2024
Change
September 29,
2023
Change
September 30,
2022
Interest expense
$30.7
(52.3)%
$64.4
34.4%
$47.9
% of net revenue
0.7%
1.3%
0.9%
The decrease in interest expense in fiscal 2024, as compared to fiscal 2023, was due to certain debt
repayments that reduced the amount of outstanding indebtedness.
Annual Report
99

Other Income (Expense), Net
Fiscal Years Ended
(dollars in millions)
September 27,
2024
Change
September 29,
2023
Change
September 30,
2022
Other income (expense), net
$29.7
63.2%
$18.2
828.0%
$(2.5)
% of net revenue
0.7%
0.4%
—%
The increase in other income, net in fiscal 2024, as compared to fiscal 2023, was primarily due to an
increase in interest income generated from cash, cash equivalents, and marketable securities.
Provision for Income Taxes
Fiscal Years Ended
(dollars in millions)
September 27,
2024
Change
September 29,
2023
Change
September 30,
2022
Provision for income taxes
$40.4
(57.9)%
$96.0
(52.3)%
$201.4
% of net revenue
1.0%
2.0%
3.7%
We recorded a provision for income taxes of $40.4 million (which consisted of benefits of $41.5 million
and $0.3 million related to United States federal and state income taxes, respectively, and a provision of
$82.2 million related to foreign income taxes) and $96.0 million (which consisted of $62.0 million and
$34.0 million related to United States and foreign income taxes, respectively) in fiscal 2024 and fiscal
2023, respectively.
The decrease in income tax expense in fiscal 2024, as compared to fiscal 2023, was primarily due to
lower income from operations and a higher proportion of foreign income compared to domestic, partially
offset by a decrease in the benefit from foreign-derived intangible income (“FDII”), an increase in tax
expense related to a change in the reserve for uncertain tax positions, and an increase in the tax on global
intangible low-taxed income (“GILTI”), net of foreign tax credits.
Future changes in tax laws could arise related to the BEPS Project of the OECD, including Pillar One and
Pillar Two; the European Commission’s “state aid” investigations; enactment of a global corporate minimum
tax; and other developments that could have an adverse effect on the taxation of our business, including
reducing the availability of tax credits and payment of higher income taxes. Many countries have
implemented laws based on Pillar Two which will be effective for us in fiscal year 2025. We continue to
evaluate the impact of proposed and enacted legislative changes to our effective tax rate as new guidance
becomes available.
See Note 8 of this Annual Report for additional information regarding income taxes.
100
Annual Report

LIQUIDITY AND CAPITAL RESOURCES
Set forth below is a summary of our cash flows for the periods indicated:
Fiscal Years Ended
(in millions)
September 27,
2024
September 29,
2023
September 30,
2022
Cash and cash equivalents at beginning of period
$
718.8
$
566.0
$
882.9
Net cash provided by operating activities
1,824.7
1,856.4
1,424.6
Net cash used in investing activities
(355.9)
(224.4)
(378.9)
Net cash used in financing activities
(819.0)
(1,479.2)
(1,362.6)
Cash and cash equivalents at end of period
$1,368.6
$
718.8
$
566.0
Cash provided by operating activities:
Cash provided by operating activities consists of net income for the period adjusted for certain non-cash
items and changes in certain operating assets and liabilities. The $31.7 million decrease in cash provided
by operating activities for fiscal 2024, as compared to fiscal 2023, was primarily related to lower net income,
partially offset by favorable changes in working capital of $402.9 million, due primarily to a decrease in
inventory and accounts receivable.
Cash used in investing activities:
Cash used in investing activities consists primarily of capital expenditures, cash paid to acquire intangible
assets, and cash paid to purchase marketable securities, offset by cash received related to the sale or
maturity of marketable securities. The $131.5 million increase in cash used in investing activities for fiscal
2024, as compared to fiscal 2023, was primarily related to a decrease of $207.5 million in sales of
marketable securities, partially offset by a decrease of $17.9 million in purchases of marketable securities
and a decrease of $53.3 million in cash used for capital expenditures.
Cash used in financing activities:
Cash used in financing activities consists primarily of proceeds and payments related to our long-term
borrowings and cash transactions related to equity. The $660.2 million decrease in cash used in financing
activities for fiscal 2024, as compared to fiscal 2023, was primarily related to a decrease of $600.0 million
for the repayment of debt and a decrease of $98.0 million in stock repurchase activity, partially offset
by an increase of $33.9 million in dividend payments.
Liquidity:
Cash, cash equivalents, and marketable securities totaled $1,574.1 million as of September 27, 2024,
representing an increase of $835.6 million from September 29, 2023.
We have outstanding $500.0 million of Notes Due 2026 and $500.0 million of Notes Due 2031. During
fiscal 2024, 2023, and 2022, we repaid $300.0 million, $900.0 million, and $50.0 million of outstanding
borrowings, respectively. We have a Revolving Credit Agreement (the “Revolving Credit Agreement”)
under which we may borrow up to $750.0 million for general corporate purposes and working capital
needs of the Company and its subsidiaries. As of September 27, 2024, there were no borrowings
outstanding under the revolving credit facility (the “Revolver”). The Revolving Credit Agreement expires
July 26, 2026.
Annual Report
101

For a description of contractual obligations, such as taxes, leases, purchase commitments, and debt, see
Note 8, Note 10, Note 11, and Note 16 of this Annual Report, respectively.
Based on our historical results of operations, we expect that our cash, cash equivalents, and marketable
securities on hand, the cash we expect to generate from operations, and funds from our Revolver, will be
sufficient to fund our short-term and long-term liquidity requirements primarily arising from: research
and development, capital expenditures, potential acquisitions, working capital, quarterly cash dividend
payments (if such dividends are declared by the Board of Directors), outstanding commitments, and other
liquidity requirements associated with existing operations. However, we cannot be certain that our cash
on hand, cash generated from operations, and funds from our Revolver will be available in the future to
fund all of our capital and operating requirements. In addition, any future strategic investments and
significant acquisitions may require additional cash and capital resources. If we are unable to obtain
sufficient cash or capital to meet our needs on a timely basis and on favorable terms, our business and
operations could be materially and adversely affected.
Our invested cash balances primarily consist of highly liquid marketable securities that are available to
meet near-term cash requirements including: money market funds, U.S. Treasury and government
securities, corporate bonds and notes, and municipal bonds.
102
Annual Report

CRITICAL ACCOUNTING ESTIMATES
The discussion and analysis of our financial condition and results of operations are based upon our
consolidated financial statements, which have been prepared in accordance with U.S. generally accepted
accounting principles (“GAAP”). The preparation of these financial statements requires us to make
estimates and judgments in applying our most critical accounting policies that can have a significant
impact on the results we report in our financial statements. The SEC has defined critical accounting
estimates as those that are both most important to the portrayal of our financial condition and results and
which require our most difficult, complex, or subjective judgments or estimates. Based on this definition,
our most critical accounting estimates include revenue recognition, which impacts the recording of net
revenue; inventory valuation, which impacts the cost of goods sold and gross margin; and income taxes,
which impacts the income tax provision.These policies and significant judgments involved are discussed
further below. We have other significant accounting policies that do not generally require subjective
estimates or judgments or would not have a material impact on our results of operations. Our significant
accounting policies are described in Note 2 of this Annual Report.
Revenue Recognition. We recognize revenue in accordance with the Financial Accounting Standards
Board’s (“FASB”) Accounting Standards Codification (“ASC”) 606 Revenue from Contracts with Customers
net of estimated reserves. Our revenue reserves contain uncertainties because they require management
to make assumptions and to apply judgment to estimate the value of future credits to customers for product
returns, price protection, price adjustments, and stock rotation for products sold to certain electronic
component distributors.We base these estimates on the expected value method considering all reasonably
available information, including our historical experience and current expectations, and are reflected in
the transaction price when sales are recorded. Changes in actual demand or market conditions could
adversely or beneficially impact our reserve calculations.
Inventory Valuation. We value our inventory at the lower of cost or net realizable value. Reserves for
excess and obsolete inventory are established on a quarterly basis and are based on a detailed analysis
of aged material, salability of our inventory, market conditions, and product life cycles. Once reserves are
established, write-downs of inventory are considered permanent adjustments to the cost basis of
inventory. Our reserves contain uncertainties because the calculation requires management to make
assumptions and to apply judgment regarding historical experience, market conditions, and technological
obsolescence. Changes in actual demand or market conditions could adversely impact our reserve
calculations.
Income Taxes. The application of tax laws and regulations to calculate our tax liabilities is subject to
legal and factual interpretation, judgment, and uncertainty in a multitude of jurisdictions. Tax laws and
regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation,
the evolution of regulations, and court rulings. We recognize potential liabilities for anticipated tax audit
issues in the United States and other tax jurisdictions based on our estimate of whether, and the extent to
which, additional taxes and interest will be due. We record an amount as an estimate of probable
additional income tax liability at the largest amount that we feel is more likely than not, based upon the
technical merits of the position, to be sustained upon audit by the relevant tax authority.
Annual Report
103

We are subject to overall financial market risks, such as changes in market liquidity, credit quality,
investment risk, interest rate risk, and foreign exchange rate risk as described below.
Investment and Interest Rate Risk
Our exposure to interest rate and general market risks relates to our investment portfolio. Our
investment portfolio consists of cash and cash equivalents (money market funds, corporate bonds and
notes, and U.S. Treasury and government securities purchased with less than ninety days until maturity)
that total approximately $1,368.6 million, and marketable securities (U.S. Treasury and government
securities, corporate bonds and notes, and municipal bonds) that total approximately $194.1 million
and $11.4 million within short-term and long-term marketable securities, respectively, as of
September 27, 2024.
The main objectives of our investment activities are liquidity and preservation of capital. Our cash
equivalent investments have short-term maturity periods that dampen the impact of market or interest
rate risk. Our marketable securities have short-term maturity periods less than one year. Credit risk
associated with our investments is not material because our investments are diversified across several
types of securities with high credit ratings, which reduces the amount of credit exposure to any one
investment.
Based on our results of operations for the fiscal year ended September 27, 2024, a hypothetical reduction
in the interest rates on our cash, cash equivalents, and other investments to zero would result in an
immaterial reduction of interest income with a de minimis impact on income before taxes.
We do not believe that investment or interest rate risks currently pose material exposures to our business
or results of operations.
Foreign Exchange Rate Risk
Substantially all sales to customers and arrangements with third-party manufacturers provide for pricing
and payment in United States dollars, thereby reducing the impact of foreign exchange rate fluctuations
on our results. A percentage of our international operational expenses are denominated in foreign
currencies, and exchange rate volatility could positively or negatively impact those operating costs. For
the fiscal years ended September 27, 2024, September 29, 2023, and September 30, 2022, we had foreign
exchange losses of $5.2 million, foreign exchange gains of $1.7 million, and foreign exchange losses of
$1.4 million, respectively. Increases in the value of the United States dollar relative to other currencies
could make our products more expensive, which could negatively impact our ability to compete.
Conversely, decreases in the value of the United States dollar relative to other currencies could result in
our suppliers raising their prices to continue doing business with us. Given the relatively small number of
customers and arrangements with third-party manufacturers denominated in foreign currencies, we do
not believe that foreign exchange volatility has a material impact on our current business or results of
operations. However, fluctuations in currency exchange rates could have a greater effect on our business
or results of operations in the future to the extent our expenses increasingly become denominated in
foreign currencies.
We may enter into foreign currency forward and options contracts with financial institutions to protect
against foreign exchange risks associated with certain existing assets and liabilities, certain firmly
committed transactions, forecasted future cash flows, and net investments in foreign subsidiaries.
However, we may choose not to hedge certain foreign exchange exposures for a variety of reasons,
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
104
Annual Report

including, but not limited to, accounting considerations and the prohibitive economic cost of hedging
particular exposures. As of September 27, 2024, we had not entered into any outstanding foreign currency
forward or options contracts with financial institutions.
Annual Report
105

SKYWORKS SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share amounts)
Fiscal Years Ended
September 27,
2024
September 29,
2023
September 30,
2022
Net revenue
$4,178.0
$4,772.4
$5,485.5
Cost of goods sold
2,457.2
2,665.1
2,881.2
Gross profit
1,720.8
2,107.3
2,604.3
Operating expenses:
Research and development
631.7
606.8
617.9
Selling, general, and administrative
300.8
314.0
329.8
Amortization of intangibles
0.9
33.2
98.9
Impairment, restructuring, and other charges
150.0
28.3
30.7
Total operating expenses
1,083.4
982.3
1,077.3
Operating income
637.4
1,125.0
1,527.0
Interest expense
(30.7)
(64.4)
(47.9)
Other income (expense), net
29.7
18.2
(2.5)
Income before income taxes
636.4
1,078.8
1,476.6
Provision for income taxes
40.4
96.0
201.4
Net income
$
596.0
$
982.8
$1,275.2
Earnings per share:
Basic
$
3.72
$
6.17
$
7.85
Diluted
$
3.69
$
6.13
$
7.81
Weighted average shares:
Basic
160.1
159.4
162.4
Diluted
161.5
160.3
163.3
See accompanying Notes to Consolidated Financial Statements.
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Annual Report

SKYWORKS SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
(In millions)
Fiscal Years Ended
September 27,
2024
September 29,
2023
September 30,
2022
Net income
$596.0
$982.8
$1,275.2
Other comprehensive income (loss), net of tax:
Fair value of investments
0.2
—
(0.2)
Pension adjustments
(0.2)
(0.8)
3.3
Comprehensive income
$596.0
$982.0
$1,278.3
See accompanying Notes to Consolidated Financial Statements.
Annual Report
107

SKYWORKS SOLUTIONS, INC.
CONSOLIDATED BALANCE SHEETS
(In millions, except per share amounts)
As of
September 27,
2024
September 29,
2023
ASSETS
Current assets:
Cash and cash equivalents
$1,368.6
$
718.8
Marketable securities
194.1
15.6
Receivables, net of allowances of $0.9 and $0.8, respectively
508.8
864.3
Inventory
784.8
1,119.7
Other current assets
484.7
461.1
Total current assets
3,341.0
3,179.5
Property, plant, and equipment, net
1,280.3
1,390.1
Operating lease right-of-use assets
191.6
205.4
Goodwill
2,176.7
2,176.7
Intangible assets, net
900.5
1,222.1
Deferred tax assets, net
303.5
192.3
Marketable securities
11.4
4.1
Other long-term assets
78.3
56.5
Total assets
$8,283.3
$8,426.7
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
$
171.8
$
159.2
Accrued compensation and benefits
127.9
94.3
Current portion of long-term debt
—
299.4
Other current liabilities
303.0
402.8
Total current liabilities
602.7
955.7
Long-term debt
994.3
992.9
Long-term tax liabilities
127.9
162.8
Long-term operating lease liabilities
185.9
188.7
Other long-term liabilities
35.8
43.9
Total liabilities
1,946.6
2,344.0
Commitments and contingencies (Note 11)
Stockholders’ equity:
Preferred stock, no par value: 25.0 shares authorized, no shares issued
—
—
Common stock, $0.25 par value: 525.0 shares authorized; 159.9 shares issued and
outstanding at September 27, 2024, and 159.5 shares issued and outstanding at
September 29, 2023
40.0
39.9
Additional paid-in capital
269.4
172.4
Retained earnings
6,032.9
5,876.0
Accumulated other comprehensive loss
(5.6)
(5.6)
Total stockholders’ equity
6,336.7
6,082.7
Total liabilities and stockholders’ equity
$8,283.3
$8,426.7
See accompanying Notes to Consolidated Financial Statements.
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Annual Report

SKYWORKS SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
Fiscal Years Ended
September 27,
2024
September 29,
2023
September 30,
2022
Cash flows from operating activities:
Net income
$
596.0
$
982.8
$ 1,275.2
Adjustments to reconcile net income to net cash provided by
operating activities:
Share-based compensation
180.3
185.1
195.2
Depreciation
264.8
387.8
394.4
Amortization of intangible assets, including inventory step-up
186.5
225.9
295.7
Deferred income taxes
(108.4)
(151.2)
68.4
Asset impairment charges
147.9
64.5
20.7
Amortization of debt discount and issuance costs
2.5
4.0
4.0
Other, net
(8.8)
(3.5)
(1.5)
Changes in assets and liabilities:
Receivables, net
355.4
229.8
(337.8)
Inventory
330.4
90.8
(337.3)
Accounts payable
10.4
(87.1)
31.3
Other current and long-term assets and liabilities
(132.3)
(72.5)
(183.7)
Net cash provided by operating activities
1,824.7
1,856.4
1,424.6
Cash flows from investing activities:
Capital expenditures
(157.0)
(210.3)
(489.4)
Purchased intangibles
(26.1)
(25.8)
(20.3)
Purchases of marketable securities
(270.9)
(288.8)
(97.2)
Sales and maturities of marketable securities
86.5
294.0
220.3
Other
11.6
6.5
7.7
Net cash used in investing activities
(355.9)
(224.4)
(378.9)
Cash flows from financing activities:
Repurchase of common stock — payroll tax withholdings on equity
awards
(36.3)
(35.9)
(88.5)
Repurchase of common stock — stock repurchase program
(77.3)
(175.3)
(886.8)
Dividends paid
(439.1)
(405.2)
(373.1)
Net proceeds from exercise of stock options
1.1
5.1
6.4
Proceeds from employee stock purchase plan
32.6
32.1
29.4
Payments of debt
(300.0)
(900.0)
(50.0)
Net cash used in financing activities
(819.0)
(1,479.2)
(1,362.6)
Net increase (decrease) in cash and cash equivalents
649.8
152.8
(316.9)
Cash and cash equivalents at beginning of period
718.8
566.0
882.9
Cash and cash equivalents at end of period
$1,368.6
$
718.8
$
566.0
Supplemental cash flow disclosures:
Income taxes paid
$
181.2
$
228.9
$
230.0
Interest paid
$
28.3
$
62.3
$
44.4
Incentives paid in common stock
$
1.2
$
19.2
$
32.2
Non-cash investing in capital expenditures, accrued but not paid
$
34.7
$
12.0
$
43.2
See accompanying Notes to Consolidated Financial Statements.
Annual Report
109

SKYWORKS SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In millions)
Shares of
common
stock
Par
value of
common
stock
Additional
paid-in
capital
Retained
earnings
Accumulated
other
comprehensive
income (loss)
Total
stockholders’
equity
Balance at October 1, 2021
165.3
$41.3
$
77.9
$5,185.8
$(7.9)
$5,297.1
Net income
—
—
—
1,275.2
—
1,275.2
Exercise and settlement of share-based awards,
net of shares withheld for taxes
1.4
0.3
(20.7)
—
—
(20.4)
Share-based compensation expense
—
—
173.9
—
—
173.9
Repurchase of common stock
(6.5)
(1.6)
(219.2)
(666.0)
—
(886.8)
Dividends declared
—
—
—
(373.1)
—
(373.1)
Other comprehensive income
—
—
—
—
3.1
3.1
Balance at September 30, 2022
160.2
$40.0
$
11.9
$5,421.9
$(4.8)
$5,469.0
Net income
—
$
—
$
—
$
982.8
$
—
$
982.8
Exercise and settlement of share-based awards,
net of shares withheld for taxes
1.2
0.3
20.4
—
—
20.7
Share-based compensation expense
—
—
191.5
—
—
191.5
Repurchase of common stock
(1.9)
(0.4)
(51.4)
(123.5)
—
(175.3)
Dividends declared
—
—
—
(405.2)
—
(405.2)
Other comprehensive loss
—
—
—
—
(0.8)
(0.8)
Balance at September 29, 2023
159.5
$39.9
$ 172.4
$5,876.0
$(5.6)
$6,082.7
Net income
—
$
—
$
—
$
596.0
$
—
$
596.0
Exercise and settlement of share-based awards,
net of shares withheld for taxes
1.2
0.3
(1.6)
—
—
(1.3)
Share-based compensation expense
—
—
175.8
—
—
175.8
Repurchase of common stock
(0.8)
(0.2)
(77.2)
—
—
(77.4)
Dividends declared
—
—
—
(439.1)
—
(439.1)
Balance at September 27, 2024
159.9
$40.0
$ 269.4
$6,032.9
$(5.6)
$6,336.7
See accompanying Notes to Consolidated Financial Statements.
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1. DESCRIPTION OF BUSINESS
Skyworks Solutions, Inc., together with its consolidated subsidiaries (“Skyworks” or the “Company”), is a
leading developer, manufacturer and provider of analog and mixed-signal semiconductor products and
solutions for numerous applications, including aerospace, automotive, broadband, cellular infrastructure,
connected home, defense, entertainment and gaming, industrial, medical, smartphone, tablet, and
wearables.
2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
Principles of Consolidation
All Skyworks subsidiaries are included in the Company’s consolidated financial statements and all
intercompany balances are eliminated in consolidation. Certain items in the fiscal years 2023 and 2022
financial statements, including certain account groupings in the tax reconciliation disclosure, deferred tax
disclosure, and the Consolidated Statements of Stockholders’ Equity, have been reclassified to conform
to the fiscal 2024 presentation.
Fiscal Year
The Company’s fiscal year ends on the Friday closest to September 30. The fiscal year ended on
September 27, 2024 (“fiscal 2024”), the fiscal year ended on September 29, 2023 (“fiscal 2023”), and the
fiscal year ended on September 30, 2022 (“fiscal 2022”), each consisted of 52 weeks.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates
and assumptions that affect the amounts of assets, liabilities, revenue, expenses, comprehensive income,
and accumulated other comprehensive loss that are reported during the reporting period. The
Company evaluates its estimates on an ongoing basis using historical experience and other factors,
including the current economic environment. Judgment is required in determining the reserves for, and
fair value of, items such as overall fair value assessments of assets and liabilities, particularly those classified
as Level 2 or Level 3 in the fair value hierarchy, marketable securities, inventory, intangible assets
associated with business combinations, share-based compensation, revenue reserves, loss contingencies,
and income taxes. In addition, judgment is required in determining whether a potential indicator of
impairment of long-lived assets, indefinite-lived intangible assets, and goodwill exists and in estimating
future cash flows for any necessary impairment testing. Actual results could differ significantly from these
estimates.
Cash and Cash Equivalents
The Company invests excess cash in money market funds, U.S. Treasury and government securities, and
corporate bonds and notes. The Company considers highly liquid investments as cash equivalents
including money market funds and investments with maturities of 90 days or less when purchased.
Investments
The Company classifies its investment in marketable debt securities as “available-for-sale.” Available-for-
sale securities are carried at fair value with unrealized holding gains or losses recorded in other
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Annual Report
111

comprehensive income, net of tax. Gains or losses are included in earnings in the period in which they
are realized.The cost of securities sold is determined based on the specific identification method.The cost
of available-for-sale debt securities is adjusted for premiums and discounts, with the amortization or
accretion of such amounts included as a portion of interest. Available-for-sale debt securities with an
original maturity date greater than three months and less than one year are classified as current
investments. Available-for-sale debt securities with an original maturity date exceeding one year are
classified as long-term.
Fair Value
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a
liability (an exit price) in the principle or most advantageous market in an orderly transaction between
market participants at the measurement date. Applicable accounting guidance provides a hierarchy for
inputs used in measuring fair value that prioritize the use of observable inputs over the use of unobservable
inputs, when such observable inputs are available. The three levels of inputs that may be used to
measure fair value are as follows:
• Level 1 — Quoted prices in active markets for identical assets or liabilities.
• Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or
liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active
markets), or model-driven valuations in which all significant inputs are observable or can be derived
principally from, or corroborated with, observable market data.
• Level 3 — Fair value is derived from valuation techniques in which one or more significant inputs
are unobservable, including assumptions and judgments made by the Company.
It is the Company’s policy to maximize the use of observable inputs and minimize the use of unobservable
inputs when developing fair value measurements. When available, the Company uses quoted market
prices to measure fair value. If market prices are not available, the Company is required to make judgments
about assumptions market participants would use to estimate the fair value of a financial instrument.
The Company measures certain assets and liabilities at fair value on a recurring basis in three levels, based
on the market in which the assets and liabilities are traded and the reliability of the assumptions used to
determine fair value. It recognizes transfers within the fair value hierarchy at the end of the fiscal quarter in
which the change in circumstances that caused the transfer occurred.
The carrying value of cash and cash equivalents, accounts receivable, other current assets, accounts
payable, and accrued liabilities approximates fair value due to the short-term maturities of these assets
and liabilities.
Inventory
Inventory is stated at the lower of cost or net realizable value on a first-in, first-out basis. Reserves for
excess and obsolete inventory are established on a quarterly basis and are based on a detailed analysis
of aged material, salability of our inventory, market conditions, and product life cycles. Once reserves are
established, write-downs of inventory are considered permanent adjustments to the cost basis of
inventory.
Property, Plant, and Equipment
Property, plant, and equipment are carried at cost less accumulated depreciation, with significant
renewals and betterments being capitalized and retired equipment written off in the respective periods.
Maintenance and repairs are expensed as incurred.
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Depreciation is calculated using the straight-line method over the estimated useful lives, which range
from five to forty years for buildings and improvements and from seven to ten years for machinery and
equipment. Leasehold improvements are depreciated over the lesser of the economic life or the life of the
associated lease.
During fiscal 2024, the Company changed its accounting estimate for the expected useful lives of certain
machinery and equipment. The Company evaluated its current asset base and reassessed the estimated
useful lives of certain machinery and equipment in connection with its recent usage of older equipment,
including considering the technological and physical obsolescence of such machinery and equipment.
Based on its ability to re-use equipment across generations of process technologies and historical usage
trends, the Company determined that the expected useful lives for certain machinery and equipment
should be increased by up to two years to reflect more closely the estimated economic lives of those
assets. This change in estimate was applied prospectively effective during the first quarter of fiscal 2024
and resulted in a decrease in depreciation expense of $75.4 million during fiscal 2024. This benefit
decreased cost of goods sold by $25.8 million and decreased research and development expenses by
$9.8 million during fiscal 2024, and decreased ending inventory by $39.8 million as of September 27,
2024. As a result of this change in accounting estimate, net income increased by $35.6 million and diluted
earnings per share increased by $0.22 during fiscal 2024.
Leases
The Company determines if an arrangement is a lease at its inception. Right-of-use (“ROU”) assets and
liabilities are recognized at the lease commencement date based on the present value of lease payments
over the lease term. The Company uses its estimated incremental borrowing rate in determining the
present value of lease payments considering the term of the lease, which is derived from information
available at the lease commencement date. The lease term includes renewal options when it is reasonably
certain that the option will be exercised and excludes termination options. To the extent that the
Company’s agreements have variable lease payments, the Company includes variable lease payments
that depend on an index or a rate and excludes those that depend on facts or circumstances occurring
after the commencement date, other than the passage of time.
Lease expense for these leases is recognized on a straight-line basis over the lease term. The Company
has elected not to recognize ROU assets and lease liabilities that arise from short-term (12 months or less)
leases for any class of underlying asset. Operating leases are included in operating lease ROU assets,
other current liabilities, and long-term operating lease liabilities in the Company’s Consolidated Balance
Sheets.
Valuation of Long-Lived Assets
Definite lived intangible assets are carried at cost less accumulated amortization. Amortization is
calculated based on the pattern of benefit to be recognized from the underlying asset over its estimated
useful life. Carrying values for long-lived assets and definite lived intangible assets are reviewed for
possible impairment as circumstances warrant. Factors considered important that could result in an
impairment review include significant underperformance relative to expected, historical or projected
future operating results, significant changes in the manner of use of assets or the Company’s business
strategy, or significant negative industry or economic trends. In addition, impairment reviews are
conducted at the judgment of management whenever asset values are deemed to be unrecoverable
relative to future undiscounted cash flows expected to be generated by that particular asset group. The
determination of recoverability is based on an estimate of undiscounted cash flows expected to result from
the use of an asset group and its eventual disposition. Such estimates require management to exercise
judgment and make assumptions regarding factors such as future revenue streams, operating
Annual Report
113

expenditures, cost allocation and asset utilization levels, all of which collectively impact future operating
performance. The Company’s estimates of undiscounted cash flows may differ from actual cash flows due
to, among other things, technological changes, economic conditions, changes to its business model, or
changes in its operating performance. If the sum of the undiscounted cash flows is less than the carrying
value of an asset group, the Company would recognize an impairment loss, measured as the amount
by which the carrying value exceeds the fair value of the asset group.
Goodwill and Indefinite-Lived Intangible Assets
Goodwill and indefinite-lived intangible assets are not amortized but are tested at least annually as of
the first day of the fourth fiscal quarter for impairment or more frequently if indicators of impairment exist
during the fiscal year. The Company assesses its conclusion regarding segments and reporting units in
conjunction with its annual goodwill impairment test and has determined that it has one reporting unit for
the purposes of allocating and testing goodwill.
The Company’s impairment analysis compares its fair value to its net book value to determine if there is
an indicator of impairment. In the Company’s calculation of fair value, it considers the closing price of its
common stock on the selected testing date, the number of shares of its common stock outstanding
and other marketplace activity such as a related control premium. If the calculated fair value is determined
to be less than the book value of the reporting unit, an impairment loss is recognized equal to that
excess; however, the loss recognized should not exceed the total amount of goodwill allocated to that
reporting unit.
Business Combinations
The Company uses the acquisition method of accounting for business combinations and recognizes
assets acquired and liabilities assumed at their fair values on the date acquired. Goodwill represents the
excess of the purchase price over the fair value of the acquired identifiable net assets. The fair values
of the assets and liabilities acquired are determined based upon the Company’s valuation using a
combination of market, income, or cost approaches. The valuation involves making significant estimates
and assumptions, which are based on detailed financial models including the projection of future cash
flows, the weighted average cost of capital, and any cost savings that are expected to be derived in the
future from the viewpoint of a market participant.
Revenue Recognition
The Company derives its revenue primarily from the sale of semiconductor products under individual
customer purchase orders, some of which have underlying master sales agreements that specify terms
governing the product sales. In the absence of a sales agreement, the Company’s standard terms and
conditions apply. Revenue is recognized when control of the promised goods or services is transferred to
the Company’s customers, in an amount that reflects the consideration to which the Company expects
to be entitled in exchange for those goods or services. The Company applies a five-step approach as
defined in FASB ASC 606, Revenue from Contracts with Customers (Topic 606), in determining the amount
and timing of revenue to be recognized: (1) identifying the contract with a customer; (2) identifying the
performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction
price to the performance obligations in the contract; and (5) recognizing revenue when the corresponding
performance obligation is satisfied.
Each distinct promise to transfer products is considered to be an identified performance obligation for
which revenue is recognized at a point in time upon transfer of control of the products to the customer.
Transfer of control occurs upon shipment to the distributor or direct customer or when products are pulled
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from consignment inventory by the customer. Point in time recognition is determined as products
manufactured under non-cancellable orders create an asset with an alternative use to the Company.
Returns under the Company’s general assurance warranty of products have not been material, and
warranty-related services are not considered a separate performance obligation.
Pricing adjustments and estimates of returns are treated as variable consideration for purposes of
determining the transaction price. Sales returns are generally accepted at the Company’s discretion or
from distributors with stock rotation rights. Stock rotation allows distributors limited levels of returns and
is based on the distributor’s prior purchases. Price protection represents price discounts granted to
certain distributors and is based on negotiations on sales to end customers. Variable consideration is
estimated using the expected value method considering all reasonably available information, including
the Company’s historical experience and its current expectations, and is reflected in the transaction price
when sales are recorded. The Company records net revenue excluding taxes on its sales to trade
customers. The Company recognizes shipping fees, if any, received from customers in revenue and
includes the related shipping and handling costs in cost of revenue.
Accounts receivable represents the Company’s unconditional right to receive consideration from its
customer. Substantially all payments are collected within the Company’s standard terms, which do not
include a significant financing component. To date, there have been no material impairment losses on
accounts receivable. There were no material contract assets or contract liabilities recorded on the
Consolidated Balance Sheet in any of the periods presented.All incremental customer contract acquisition
costs are expensed as they are incurred as the amortization period of the asset that the Company
otherwise would have recognized is one year or less in duration.
Share-Based Compensation
The Company recognizes compensation expense for all share-based payment awards made to employees
and directors including non-qualified employee stock options, share awards and units, employee stock
purchase plan, and other special share-based awards based on estimated fair values. The determination
of fair value of restricted and certain performance stock awards and units is based on the value of the
Company’s stock on the date of grant with performance awards and units adjusted for the actual outcome
of the underlying performance condition. For more complex performance awards including units with
market-based performance conditions the Company employs a Monte Carlo simulation valuation method
to calculate the fair value of the awards based on the most likely outcome. Under the Monte Carlo
simulation, a number of variables and assumptions are used including, but not limited to: the expected
stock price volatility over the term of the award, a correlation coefficient, the risk-free rate, and dividend
yield.
The fair value of share-based payment awards is amortized over the requisite service period, which is
defined as the period during which an employee is required to provide service in exchange for an award.
The Company generally uses a straight-line attribution method for all grants that include only a service
condition. Awards with both performance and service conditions are expensed over the service period for
each separately vesting tranche.
Share-based compensation expense recognized during the period includes actual expense on vested
awards and expense associated with unvested awards. Forfeitures are recorded as incurred.
Research and Development Costs
Research and development costs are expensed as incurred.
Annual Report
115

Loss Contingencies
The Company records its best estimates of a loss contingency when it is considered probable and the
amount can be reasonably estimated. When a range of loss can be reasonably estimated with no best
estimate in the range, the minimum estimated liability related to the claim is recorded. As additional
information becomes available, the Company assesses the potential liability related to the potential
pending loss contingency and revises its estimates. Material loss contingencies are disclosed if there is at
least a reasonable possibility that a loss or an additional loss may have been incurred and include
estimated legal costs.
Restructuring
A liability for post-employment benefits is recorded when payment is probable and the amount is
reasonably estimable. Contract exit costs include contract termination fees and are recognized in the
period in which the Company terminates the contract.
Foreign Currencies
The Company’s functional currency is the United States dollar. Gains and losses related to foreign
currency transactions and conversion of foreign denominated cash balances are included in current
results.
Income Taxes
The Company uses the asset and liability method of accounting for income taxes. Under the asset and
liability method,deferred tax assets and liabilities are recognized for the estimated future tax consequences
attributable to differences between the financial statement carrying amounts of existing assets and
liabilities and their respective tax basis. This method also requires the recognition of future tax benefits
such as net operating loss carry forwards, to the extent that realization of such benefits is more likely than
not. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in
the period that includes the enactment date.
The carrying value of the Company’s net deferred tax assets assumes the Company will be able to
generate sufficient future taxable income in certain tax jurisdictions, based on estimates and assumptions.
This assessment requires management to exercise judgment and make estimates with respect to its
ability to generate revenues, gross profits, operating income, and taxable income in future periods.
Amongst other factors, management must make assumptions regarding overall business and
semiconductor industry conditions, operating efficiencies, the Company’s ability to develop products to
its customers’ specifications, technological change, the competitive environment, and changes in
regulatory requirements which may impact its ability to generate taxable income and, in turn, realize the
value of its deferred tax assets. If these estimates and related assumptions change in the future, the
Company may be required to record additional valuation allowances against its deferred tax assets
resulting in additional income tax expense in its Consolidated Statement of Operations. Management
evaluates the realizability of the deferred tax assets and assesses the adequacy of the valuation allowance
quarterly. Likewise, in the event the Company were to determine that it would be able to realize its
deferred tax assets in the future in excess of their net recorded amount, an adjustment to the deferred
tax assets would increase income in the period such determination was made.
The calculation of the Company’s tax liabilities includes addressing uncertainties in the application of
complex tax regulations and is based on the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return.
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The Company recognizes liabilities for anticipated tax audit issues in the United States and other tax
jurisdictions based on its recognition threshold and measurement attribute of whether it is more likely
than not that the positions the Company has taken in tax filings will be sustained upon tax audit, and the
extent to which, additional taxes, interest, and/or penalties would be due. If payment of these amounts
ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being
recognized in the period in which it is determined the liabilities are no longer necessary. If the estimate
of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result.
The Company recognizes any interest or penalties, if incurred, on any unrecognized tax liabilities or
benefits as a component of income tax expense.
Earnings Per Share
Basic earnings per share are computed using the weighted average number of common shares
outstanding during the period. Diluted earnings per share incorporates the potentially dilutive
incremental shares issuable upon the assumed exercise of stock options, the assumed vesting of
outstanding restricted stock units, and the assumed issuance of common stock under the stock purchase
plan using the treasury share method. Shares issuable upon the vesting of performance stock awards
are likewise included in the calculation of diluted earnings per share as of the date the conditions have
been satisfied, assuming the end of the reporting period was the end of the contingency period.
Stock Repurchase
The Company accounts for stock repurchases in the Consolidated Balance Sheets by reducing common
stock for the par value of the shares, reducing paid-in capital for the amount in excess of par to zero during
the period in which the shares are repurchased, and recording the residual amount, if any, to retained
earnings. Excise tax on stock repurchases is recorded as part of the cost basis of shares acquired in the
Consolidated Statements of Stockholders’ Equity.
Government Assistance
The Company receives government assistance for qualifying capital investments, research and
development, and other activities as defined by the relevant government entities awarding the incentive.
Incentives provided by government entities are recognized when the Company has reasonable
assurance that it will comply with the conditions of the incentive and the incentive will be received. The
Company records capital-related incentives as a reduction to property, plant and equipment and
recognizes a reduction to depreciation expense over the useful life of the corresponding asset. Incentives
for specific operating activities are offset against the related expense in the period the expense is
incurred.
In August 2022, the U.S. government enacted the CHIPS and Science Act, which provides funding for
manufacturing grants and research investments and establishes a 25% investment tax credit for certain
investments in U.S. semiconductor manufacturing that are placed in service after December 31, 2022.
As of September 27, 2024 and September 29, 2023, there were $6.2 million and $10.2 million, respectively,
of receivables in other short-term assets with a corresponding reduction to the carrying amounts of the
qualifying manufacturing assets. During fiscal 2024 and fiscal 2023, cost of goods sold benefited by
$1.2 million and $0.2 million, respectively, from the investment tax credit, recognized as a reduction of
depreciation expense. The Company recognized an immaterial benefit in the Consolidated Statements of
Operations in fiscal 2024, fiscal 2023, and fiscal 2022 for grants related to operating activities.
Recently Issued Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards
Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment
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117

Disclosure” (“ASU 2023-07”). ASU 2023-07 requires disclosure of incremental segment information on an
annual and interim basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023,
and interim periods within fiscal years beginning after December 15, 2024, on a retrospective basis. Early
adoption is permitted. The Company is currently evaluating the impact of ASU 2023-07 on its
consolidated financial statements and related disclosures.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income
Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 includes amendments that further enhance income tax
disclosures, primarily through standardization and disaggregation of rate reconciliation categories and
income taxes paid by jurisdiction. ASU 2023-09 is effective for annual periods beginning after
December 15, 2024, on either a prospective or retrospective basis, with early adoption permitted. The
Company is currently evaluating the impact of ASU 2023-09 on its consolidated financial statements and
related disclosures.
3. MARKETABLE SECURITIES
The Company’s portfolio of available-for-sale marketable securities consists of the following (in millions):
Current
Noncurrent
September 27,
2024
September 29,
2023
September 27,
2024
September 29,
2023
U.S. Treasury and government securities
$ 39.0
$15.1
$11.1
$4.1
Corporate bonds and notes
155.0
—
0.3
—
Municipal bonds
0.1
0.5
—
—
Total marketable securities
$194.1
$15.6
$11.4
$4.1
The contractual maturities of noncurrent available-for-sale marketable securities were within two years or
less of issuance of the applicable securities. Neither gross unrealized gains and losses nor realized
gains and losses were material as of September 27, 2024, or September 29, 2023.
4. FAIR VALUE
Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis
The Company measures certain assets and liabilities at fair value on a recurring basis such as its financial
instruments. There have been no transfers between Level 1, 2, or 3 assets or liabilities during fiscal
2024.
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Assets and liabilities recorded at fair value on a recurring basis consisted of the following (in millions):
As of
September 27, 2024
September 29, 2023
Fair Value
Measurements
Fair Value
Measurements
Total
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Assets
Cash and cash equivalents(1)
$1,368.6
$1,199.1
$169.5
$—
$718.8
$718.5
$ 0.3
$—
U.S. Treasury and government
securities
50.1
36.5
13.6
—
19.2
—
19.2
—
Corporate bonds and notes
155.3
—
155.3
—
—
—
—
—
Municipal bonds
0.1
—
0.1
—
0.5
—
0.5
—
Total assets at fair value
$1,574.1
$1,235.6
$338.5
$—
$738.5
$718.5
$20.0
$—
(1)
Cash equivalents included in Levels 1 and 2 consist of money market funds, corporate bonds and notes, and U.S. Treasury
and government securities purchased with less than ninety days until maturity.
Assets Measured and Recorded at Fair Value on a Nonrecurring Basis
The Company’s non-financial assets and liabilities, such as goodwill, intangible assets, and other long-
lived assets resulting from business combinations, are measured at fair value using income approach
valuation methodologies at the date of acquisition and are subsequently re-measured if there are indicators
of impairment. During fiscal 2024, the Company recorded impairment charges of $147.9 million primarily
related to the abandonment or delay of previously capitalized in-process research and development
(“IPR&D”) projects recorded within impairment, restructuring, and other charges. During fiscal 2023, the
Company recorded impairment charges of $64.5 million primarily due to reduced overall market demand
related to long-term supply capacity deposits of $47.5 million recorded within cost of goods sold and a
loss on divested assets of $12.3 million recorded within impairment, restructuring, and other charges.
During fiscal 2022, the Company recorded impairment charges of $20.7 million primarily related to the
abandonment of two previously capitalized IPR&D projects recorded within impairment, restructuring, and
other charges.
Fair Value of Debt
The Company’s debt is carried at amortized cost and is measured at fair value quarterly for disclosure
purposes. The estimated fair values are based on Level 2 inputs as the fair value is based on quoted prices
for the Company’s debt and comparable instruments in inactive markets.
The carrying amount and estimated fair value of debt consists of the following (in millions):
As of
September 27,
2024
September 29,
2023
Carrying
Amount
Estimated
Fair Value
Carrying
Amount
Estimated
Fair Value
1.80% Senior Notes due 2026
$498.5
$478.4
$497.7
$444.5
3.00% Senior Notes due 2031
495.8
441.2
495.2
390.4
Total debt under Senior Notes
$994.3
$919.6
$992.9
$834.9
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119

5. INVENTORY
Inventory consists of the following (in millions):
As of
September 27,
2024
September 29,
2023
Raw materials
$ 30.3
$
57.2
Work-in-process
520.5
746.8
Finished goods
234.0
315.7
Total inventory
$784.8
$1,119.7
6. PROPERTY, PLANT, AND EQUIPMENT, NET
Property, plant, and equipment, net consists of the following (in millions):
As of
September 27,
2024
September 29,
2023
Land and improvements
$
11.9
$
11.8
Buildings and improvements
610.2
588.2
Furniture and fixtures
81.3
74.8
Machinery and equipment
3,418.0
3,389.3
Construction in progress
88.7
107.6
Total property, plant, and equipment, gross
4,210.1
4,171.7
Accumulated depreciation
(2,929.8)
(2,781.6)
Total property, plant, and equipment, net
$ 1,280.3
$ 1,390.1
7. GOODWILL AND INTANGIBLE ASSETS
The Company’s goodwill balance was $2,176.7 million as of each of September 27, 2024, and
September 29, 2023. In fiscal 2024, the Company performed an impairment test of its goodwill and its
indefinite-lived intangible assets as of the first day of the fourth fiscal quarter in accordance with its regularly
scheduled testing. The results of these tests indicated that the Company’s goodwill was not impaired.
Refer to Note 4 for a discussion of IPR&D impairments of $146.7 million and $20.7 million in fiscal 2024
and fiscal 2022, respectively. There was no IPR&D impairment in fiscal 2023.
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Intangible assets consist of the following (in millions):
As of
September 27, 2024
September 29, 2023
Weighted
Average
Amortization
Period
(Years)
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Developed technology
and other
6.3
$1,379.6
$(540.7)
$838.9
$1,290.4
$(379.4)
$
911.0
Technology licenses
3.1
75.0
(48.8)
26.2
75.8
(36.0)
39.8
In-process research and
development
35.4
—
35.4
271.3
—
271.3
Total intangible assets
$1,490.0
$(589.5)
$900.5
$1,637.5
$(415.4)
$1,222.1
Fully amortized intangible assets are eliminated from both the gross and accumulated amortization
amounts in the first quarter of each fiscal year. During fiscal 2024, $89.1 million of IPR&D assets were
transferred to definite-lived intangible assets, of which $33.4 million is being amortized over their useful
lives of 12 years and $55.7 million is being amortized over their useful lives of 8 years.Amortization expense
related to definite-lived intangible assets was $186.5 million, $225.9 million, and $288.4 million during
fiscal 2024, fiscal 2023, and fiscal 2022, respectively, primarily recorded within cost of goods sold.
Annual amortization expense for the next five fiscal years related to definite-lived intangible assets,
excluding IPR&D, is expected to be as follows (in millions):
2025
2026
2027
2028
2029
Thereafter
Amortization expense
$168.7
$140.4
$124.4
$100.2
$86.9
$244.5
8. INCOME TAXES
Income before income taxes consists of the following components (in millions):
Fiscal Years Ended
September 27,
2024
September 29,
2023
September 30,
2022
United States
$
1.9
$
484.9
$
663.0
Foreign
634.5
593.9
813.6
Income before income taxes
$636.4
$1,078.8
$1,476.6
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121

The provision for income taxes consists of the following components (in millions):
Fiscal Years Ended
September 27,
2024
September 29,
2023
September 30,
2022
Current tax expense:
Federal
$
79.0
$ 164.4
$ 88.7
State
0.2
0.1
0.1
Foreign
60.8
74.4
51.5
140.0
238.9
140.3
Deferred tax expense (benefit):
Federal
(120.5)
(102.4)
43.9
State
(0.5)
(0.1)
0.1
Foreign
21.4
(40.4)
17.1
(99.6)
(142.9)
61.1
Provision for income taxes
$
40.4
$
96.0
$201.4
The actual income tax expense is different than that which would have been computed by applying the
federal statutory tax rate to income before income taxes. A reconciliation of income tax expense as
computed at the United States federal statutory income tax rate to the provision for income tax expense
is as follows (in millions):
Fiscal Years Ended
September 27,
2024
September 29,
2023
September 30,
2022
Tax expense at United States statutory rate
$133.6
$226.5
$ 310.1
Foreign tax rate difference
(84.7)
(90.7)
(105.3)
Effect of stock compensation
11.3
16.0
(13.1)
Research and development credits
(28.7)
(29.7)
(26.1)
Change in tax reserve
11.1
8.1
7.4
Global Intangible Low-Taxed Income
18.1
16.3
36.1
Foreign Derived Intangible Income
(49.3)
(65.9)
(39.9)
Section 162(m) limitation
10.6
10.9
21.0
Other, net
18.4
4.5
11.2
Provision for income taxes
$ 40.4
$ 96.0
$ 201.4
The Company operated in foreign jurisdictions with income tax rates lower than the United States tax
rate of 21.0% for fiscal 2024, fiscal 2023, and fiscal 2022.
The Company had accrued $46.1 million and $57.0 million of the deemed repatriation tax in short-term
and long-term liabilities within the Consolidated Balance Sheets, respectively, as of September 27, 2024.
The Company had accrued $34.9 million and $105.8 million of the deemed repatriation tax in short-term
and long-term liabilities within the Consolidated Balance Sheets, respectively, as of September 29, 2023.
The remaining repatriation tax is payable over the next two years.
The Company operates under a tax holiday in Singapore, which is effective through September 30,
2025, with the ability to extend through September 30, 2030. The current tax holiday is conditioned upon
the Company’s compliance with certain conditions, including employment and investment thresholds in
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Singapore. The impact of the tax holiday decreased Singapore taxes owed by $67.7 million, $66.0 million,
and $96.6 million during fiscal 2024, fiscal 2023, and fiscal 2022, respectively, which resulted in tax
benefits of $0.42, $0.41, and $0.59 of diluted earnings per share, respectively. These tax benefits were
partially offset by an increase in tax expense on GILTI.
Deferred income tax assets and liabilities consist of the tax effects of temporary differences related to the
following (in millions):
As of
September 27,
2024
September 29,
2023
Deferred tax assets:
Inventory
$
44.5
$
24.1
Accrued compensation and benefits
16.5
14.4
Product returns, allowances, and warranty
5.5
7.0
Share-based and other deferred compensation
25.3
24.5
Net operating loss carry forwards
6.4
12.2
Tax credits
165.7
155.7
Operating leases
46.1
45.6
R&D capitalization
170.4
95.3
Intangible assets
50.0
24.4
Other, net
4.8
6.8
Deferred tax assets
535.2
410.0
Less valuation allowance
(174.1)
(164.2)
Net deferred tax assets
361.1
245.8
Deferred tax liabilities:
Property, plant, and equipment
(22.5)
(18.3)
Operating leases
(47.0)
(44.3)
Net deferred tax liabilities
(69.5)
(62.6)
Total net deferred tax assets
$ 291.6
$ 183.2
The deferred tax assets and liabilities based on tax jurisdictions are presented on our Consolidated
Balance Sheets as follows (in millions):
As of
September 27,
2024
September 29,
2023
Deferred tax assets
$303.5
$192.3
Deferred tax liabilities
(11.9)
(9.1)
Net deferred tax assets
$291.6
$183.2
In accordance with GAAP, management has determined that it is more likely than not that a portion of
the Company’s historic and current year income tax benefits will not be realized. As of September 27,
2024, the Company has a valuation allowance of $174.1 million. This valuation allowance is comprised of
$155.4 million related to United States federal and state tax attributes and $18.7 million related to
foreign deferred tax assets. The United States tax credits relate primarily to California research tax credits
that can be carried forward indefinitely, for which the Company has provided a full valuation allowance.
The Company does not anticipate sufficient taxable income or tax liability to utilize the United States and
Annual Report
123

foreign credits. If these benefits are recognized in a future period, the valuation allowance on deferred
tax assets will be reversed and up to a $174.1 million income tax benefit may be recognized.The Company
will need to generate $1.2 billion of future United States federal taxable income to utilize its United
States deferred tax assets, net of deferred tax liabilities and excluding state deferred tax assets with a full
valuation allowance, as of September 27, 2024. The Company believes that future reversals of taxable
temporary differences, and its forecast of continued earnings in its domestic and foreign jurisdictions,
support its decision to not record a valuation allowance on other deferred tax assets. The Company will
continue to assess its valuation allowance in future periods. The net valuation allowance increased by
$9.9 million in fiscal 2024 primarily related to increases in state tax credit carryforwards.
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows (in
millions):
Unrecognized
Tax Benefits
Balance at September 29, 2023
$57.9
Increases based on positions related to prior years
18.4
Decreases based on positions related to prior years
(7.7)
Increases based on positions related to current year
7.9
Decreases based on expirations of statute of limitations
(8.1)
Decreases based on settlements with taxing authorities
(6.1)
Balance at September 27, 2024
$62.3
Of the total unrecognized tax benefits at September 27, 2024, $47.3 million would impact the effective
tax rate, if recognized. The remaining unrecognized tax benefits would not impact the effective tax rate, if
recognized, due to the Company’s valuation allowance on certain tax attributes.
The Company anticipates reversals within the next 12 months related to items such as the lapse of the
statute of limitations, audit closures, and other items that occur in the normal course of business. Although
the Company cannot predict the timing of resolution with taxing authorities, if any, the Company
believes it is reasonably possible that its unrecognized tax benefits will be reduced by $5.7 million in the
next 12 months due to expiration of the applicable statute of limitations. During fiscal 2024, fiscal
2023, and fiscal 2022, the Company recognized $5.5 million, $2.9 million, and $1.2 million, respectively,
of interest or penalties related to unrecognized tax benefits.Accrued interest and penalties of $11.7 million
and $6.2 million related to uncertain tax positions have been included in long-term tax liabilities within
the Consolidated Balance Sheets as of September 27, 2024, and September 29, 2023, respectively.
During fiscal 2023, the Company concluded an Internal Revenue Service examination of its federal income
tax returns for the fiscal year ended September 28, 2018 (“fiscal 2018”) and the fiscal year ended
September 27, 2019 (“fiscal 2019”). The Company agreed to various adjustments to fiscal 2018 and fiscal
2019 tax returns that resulted in the recognition of net tax expense of $1.6 million during fiscal 2023.
The Company’s major tax jurisdictions as of September 27, 2024 are the United States, California, Canada,
Mexico, Japan, and Singapore. For the United States, the Company has open tax years dating back to
fiscal 2021. For California, the Company has open tax years dating back to fiscal 2004. For Canada, the
Company has open tax years dating back to fiscal 2017. For Mexico, the Company has open tax years
dating back to fiscal 2014. For Japan, the Company has open tax years dating back to fiscal 2017. For
Singapore, the Company has open tax years dating back to fiscal 2017. The Company is subject to
audit examinations by the respective taxing authorities on a periodic basis, of which the results could
impact its financial position, results of operations, or cash flows.
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In August 2022, the U.S. government enacted the Inflation Reduction Act, which imposes a corporate
alternative minimum tax (“CAMT”) of 15% on corporations with three-year average annual adjusted
financial statement income exceeding $1.0 billion. The Company is subject to the provisions of CAMT in
fiscal 2024. CAMT had no impact to the Company’s consolidated financial statements for fiscal 2024.
9. STOCKHOLDERS’ EQUITY
Common Stock
At September 27, 2024, the Company is authorized to issue 525.0 million shares of common stock, par
value $0.25 per share, of which 159.9 million shares are issued and outstanding.
Holders of the Company’s common stock are entitled to dividends in the event declared by the Company’s
Board of Directors out of funds legally available for such purpose. Dividends may not be paid on
common stock unless all accrued dividends on preferred stock, if any, have been paid or declared and
set aside. In the event of the Company’s liquidation, dissolution, or winding up, the holders of common
stock will be entitled to share pro rata in the assets remaining after payment to creditors and after payment
of the liquidation preference plus any unpaid dividends to holders of any outstanding preferred stock.
Each holder of the Company’s common stock is entitled to one vote for each such share outstanding in the
holder’s name. No holder of common stock is entitled to cumulate votes in voting for directors. The
Company’s restated certificate of incorporation as amended to date (the “Certificate of Incorporation”)
provides that, unless otherwise determined by the Company’s Board of Directors, no holder of stock has
any preemptive right to purchase or subscribe for any stock of any class which the Company may issue
or sell.
Preferred Stock
The Company’s Certificate of Incorporation has authorized and permits the Company to issue up to
25.0 million shares of preferred stock without par value in one or more series and with rights and
preferences that may be fixed or designated by the Company’s Board of Directors without any further
action by the Company’s stockholders. The designation, powers, preferences, rights and qualifications,
limitations,and restrictions of the preferred stock of each series will be fixed by the certificate of designation
relating to such series, which will specify the terms of the preferred stock. At September 27, 2024, the
Company had no shares of preferred stock issued or outstanding.
Stock Repurchase and Retirement
On January 31, 2023, the Board of Directors approved a stock repurchase program (“January 31, 2023
stock repurchase program”), pursuant to which the Company is authorized to repurchase up to $2.0 billion
of its common stock from time to time through February 1, 2025, on the open market or in privately
negotiated transactions, in compliance with applicable securities laws and other legal requirements. The
January 31, 2023 stock repurchase program succeeds in its entirety the stock repurchase program
approved by the Board of Directors on January 26, 2021 (“January 26, 2021 stock repurchase program”).
The timing and amount of any shares of the Company’s common stock that are repurchased under the
January 31, 2023 stock repurchase program will be determined by the Company’s management based on
its evaluation of market conditions and other factors. The January 31, 2023 stock repurchase program
may be suspended or discontinued at any time. The Company currently expects to fund the January 31,
2023 stock repurchase program using the Company’s working capital.
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125

During fiscal 2024, the Company paid $77.4 million (including commissions and excise tax, as applicable)
in connection with the repurchase of 0.8 million shares of its common stock (paying an average price of
$101.33 per share), all of which shares were repurchased pursuant to the January 31, 2023 stock
repurchase program. As of September 27, 2024, $1.9 billion remained available under the January 31,
2023 stock repurchase program.
During fiscal 2023, the Company paid $175.3 million (including commissions) in connection with the
repurchase of 1.9 million shares of its common stock (paying an average price of $90.60 per share), all of
which shares were repurchased pursuant to the January 26, 2021 stock repurchase program. During
fiscal 2022, the Company paid $886.8 million (including commissions) in connection with the repurchase
of 6.5 million shares of its common stock (paying an average price of $136.32 per share), all of which
shares were repurchased pursuant to the January 26, 2021 stock repurchase program.
Dividends
On November 12, 2024, the Company announced that the Board of Directors had declared a cash
dividend on the Company’s common stock of $0.70 per share. This dividend is payable on December 24,
2024, to the Company’s stockholders of record as of the close of business on December 3, 2024. Future
dividends are subject to declaration by the Board of Directors.
Dividends charged to retained earnings were as follows (in millions, except per share data):
Fiscal Years Ended
September 27,
2024
September 29,
2023
Per Share
Total Amount
Per Share
Total Amount
First quarter
$0.68
$108.9
$0.62
$ 99.4
Second quarter
0.68
109.1
0.62
98.6
Third quarter
0.68
109.1
0.62
98.7
Fourth quarter
0.70
112.0
0.68
108.5
Total dividends
$2.74
$439.1
$2.54
$405.2
Employee Stock Benefit Plans
As of September 27, 2024, the Company has the following equity compensation plans under which its
equity securities were authorized for issuance to its employees and/or directors:
• the 2002 Employee Stock Purchase Plan, as Amended
• the Non-Qualified Employee Stock Purchase Plan, as Amended
• the Amended and Restated 2008 Director Long-Term Incentive Plan
• the Second Amended and Restated 2015 Long-Term Incentive Plan
Except for the Non-Qualified Employee Stock Purchase Plan, as Amended, each of the foregoing equity
compensation plans was approved by the Company’s stockholders.
As of September 27, 2024, a total of 45.4 million shares are authorized for grant under the Company’s
share-based compensation plans.The number of common shares reserved for future awards to employees
and directors under these plans was 14.7 million at September 27, 2024. The Company currently grants
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Annual Report

new equity awards to employees under the Second Amended and Restated 2015 Long-Term Incentive
Plan and to non-employee directors under the Amended and Restarted 2008 Director Long-Term Incentive
Plan, as Amended.
Second Amended and Restated 2015 Long-Term Incentive Plan. Under this plan, officers, employees,
and certain consultants may be granted stock options, restricted stock units, performance stock units, and
other share-based awards. The plan has been approved by the stockholders. Under the plan, up to
30.5 million shares have been authorized for grant. A total of 11.6 million shares were available for new
grants as of September 27, 2024. The maximum contractual term of options under the plan is seven years
from the date of grant. Options granted under the plan at the determination of the compensation
committee generally vest ratably over four years. Restricted stock units granted under the plan at the
determination of the compensation committee generally vest over three or more years. No dividends or
dividend equivalents are accumulated or paid with respect to restricted stock unit awards or other
awards until the shares underlying such awards vest and are issued to the award holder. Performance
stock units are contingently granted depending on the achievement of certain predetermined
performance goals and generally vest over one or more years.
Amended and Restated 2008 Director Long-Term Incentive Plan, as Amended. Under this plan, non-
employee directors may be granted stock options, restricted stock units, and other share-based awards.
The plan has been approved by the stockholders. Under the plan a total of 1.5 million shares have
been authorized for grant. A total of 0.5 million shares were available for new grants as of September 27,
2024. The maximum contractual term of options granted under the plan is ten years from the date of
grant. Options granted under the plan generally vest ratably over four years. Restricted stock units granted
under the plan generally vest over one or more years.
Employee Stock Purchase Plans. The Company maintains a domestic and an international employee
stock purchase plan. Under these plans, eligible employees may purchase common stock through payroll
deductions of up to 15% of their compensation. The price per share is the lower of 85% of the fair
market value of the common stock at the beginning or end of each offering period (six months). The
plans provide for purchases by employees of up to an aggregate of 13.5 million shares. Shares of common
stock purchased under these plans during fiscal 2024, fiscal 2023, and fiscal 2022, were 0.4 million,
0.3 million, and 0.3 million, respectively. At September 27, 2024, there were 2.6 million shares available
for purchase. The Company recognized compensation expense of $10.1 million, $10.9 million, and
$9.2 million during fiscal 2024, fiscal 2023, and fiscal 2022, respectively, related to the employee stock
purchase plan. The unrecognized compensation expense on the employee stock purchase plan at
September 27, 2024, was $4.4 million. The weighted average period over which the cost is expected to
be recognized is approximately four months.
Restricted and Performance Awards and Units
The following table represents a summary of the Company’s restricted and performance awards and units:
Shares
(in millions)
Weighted Average
Grant Date Fair Value
Non-vested awards outstanding at September 29, 2023
3.4
$112.69
Granted(1)
2.5
$ 92.24
Vested
(1.2)
$117.84
Canceled/forfeited
(0.4)
$121.22
Non-vested awards outstanding at September 27, 2024
4.3
$ 98.51
(1)
Includes performance stock awards granted and earned assuming target performance under the underlying performance
metrics.
Annual Report
127

The weighted-average grant date fair value per share for awards granted during fiscal 2024, fiscal 2023,
and fiscal 2022, was $92.24, $92.86, and $151.20, respectively.
The following table summarizes the total intrinsic value for awards vested (in millions):
Fiscal Years Ended
September 27,
2024
September 29,
2023
September 30,
2022
Awards
$111.8
$111.9
$249.6
Valuation and Expense Information
The following table summarizes pre-tax share-based compensation expense by financial statement line
item and related tax benefit (in millions):
Fiscal Years Ended
September 27,
2024
September 29,
2023
September 30,
2022
Cost of goods sold
$ 32.0
$ 20.7
$ 26.9
Research and development
85.5
94.8
93.8
Selling, general, and administrative
62.8
69.6
74.5
Total share-based compensation
$180.3
$185.1
$195.2
Share-based compensation tax expense (benefit)
$ 18.9
$
9.1
$ (20.1)
Capitalized share-based compensation expense at period end
$ 10.1
$ 14.5
$
6.8
The following table summarizes total compensation costs related to unvested share-based awards not
yet recognized and the weighted-average period over which it is expected to be recognized as of
September 27, 2024:
Unrecognized
Compensation Cost for
Unvested Awards
(in millions)
Weighted
Average Remaining
Recognition Period
(in years)
Awards
$253.1
3.2
The fair value of the restricted stock units is equal to the closing market price of the Company’s common
stock on the date of grant.
The Company issued performance stock unit awards during fiscal 2024, fiscal 2023, and fiscal 2022 that
contained market-based conditions. The fair value of these performance stock unit awards was estimated
on the date of the grant using a Monte Carlo simulation with the following weighted-average
assumptions:
Fiscal Year Ended
September 27,
2024
September 29,
2023
September 30,
2022
Volatility of common stock
37.36%
45.71%
44.04%
Average volatility of peer companies
30.95%
40.74%
46.28%
Average correlation coefficient of peer companies
0.54
0.65
0.65
Risk-free interest rate
4.61%
4.51%
0.79%
Dividend yield
3.04%
2.80%
1.40%
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10. LEASES
The Company’s lease arrangements consist primarily of corporate, manufacturing, design, and other
facility agreements as well as various machinery and office equipment agreements. The leases expire at
various dates through 2061, some of which include options to extend the lease term.The longest potential
remaining lease term consists of a 37 year land lease in Osaka, Japan.
During fiscal 2024, fiscal 2023, and fiscal 2022, the Company recorded $35.5 million, $39.8 million, and
$43.6 million of operating lease expense, and $20.6 million, $19.2 million, and $12.3 million of variable
lease expense, respectively.
Supplemental cash information and non-cash activities related to operating leases are as follows (in
millions):
Fiscal Year Ended
September 27,
2024
September 29,
2023
September 30,
2022
Operating cash outflows from operating leases
$35.4
$34.0
$32.0
Operating lease assets obtained in exchange for new lease
liabilities
$16.2
$11.1
$84.6
Operating leases are classified as follows (in millions):
As of
September 27,
2024
September 29,
2023
Other current liabilities
$ 20.2
$ 28.3
Long-term operating lease liabilities
185.9
188.7
Total lease liabilities
$206.1
$217.0
Maturities of lease liabilities under operating leases by fiscal year are as follows (in millions):
As of
September 27, 2024
2025
$ 20.0
2026
32.4
2027
31.0
2028
28.4
2029
26.1
Thereafter
102.4
Total lease payments
240.3
Less: imputed interest
(34.2)
Present value of lease liabilities
206.1
Less: current portion (included in other current liabilities)
(20.2)
Long-term operating lease liabilities
$185.9
Weighted-average remaining lease term and discount rate related to operating leases are as follows:
Annual Report
129

As of
September 27,
2024
September 29,
2023
Weighted-average remaining lease term (in years)
11.9
12.3
Weighted-average discount rate
3.7%
3.6%
11. COMMITMENTS AND CONTINGENCIES
Legal Matters
From time to time, various lawsuits, claims, and proceedings have been, and may in the future be,
instituted or asserted against the Company, including those pertaining to patent infringement, intellectual
property, environmental hazards, product liability and warranty, safety and health, employment, and
contractual matters.
The semiconductor industry is characterized by vigorous protection and pursuit of intellectual property
rights. From time to time, third parties have asserted and may in the future assert patent, copyright,
trademark, and other intellectual property rights to technologies that are important to the Company’s
business and have demanded and may in the future demand that the Company license their technology.
The outcome of any such litigation cannot be predicted with certainty and some such lawsuits, claims,
or proceedings may be disposed of unfavorably to the Company. Generally speaking, intellectual property
disputes often have a risk of injunctive relief, which, if imposed against the Company, could materially
and adversely affect the Company’s financial condition or results of operations. From time to time the
Company may also be involved in legal proceedings in the ordinary course of business.
The Company monitors the status of legal proceedings and other contingencies on an ongoing basis to
assess whether loss contingencies should be recognized and disclosed in its financial statements and
footnotes. The Company does not believe there are any pending legal proceedings that are reasonably
possible to result in a material loss. The Company is engaged in various legal actions in the normal course
of business and, while there can be no assurances, the Company believes the outcome of all pending
litigation involving the Company will not have, individually or in the aggregate, a material adverse effect
on its business or financial statements.
Purchase Commitments
The Company purchases materials primarily pursuant to individual purchase orders, some of which have
underlying master purchase agreements. Some of these purchase commitments are cancellable, and
some are non-cancelable, depending on the terms with each individual supplier. In the event of
cancellation, the Company may be required to pay costs incurred through the date of cancellation or
other fees. When cancellation would result in incurring costs or other fees, the Company has historically
sought to negotiate amended terms to the original agreements and orders to limit its exposure. As such,
the Company believes that purchase commitments as of any particular date may not be a reliable
indicator of future liabilities.
The Company maintains certain minimum purchase commitments under long-term capacity reservation
agreements primarily with foundries for the purchase of wafers. Under these agreements, the Company
has agreed to pay a combination of refundable deposits and prepayments to the suppliers in exchange
for reserved manufacturing production capacity over the term of the agreements. During fiscal 2023, the
Company recorded impairment charges of $47.5 million within cost of goods sold due to reduced
overall market demand related to long-term supply capacity deposits. As of September 27, 2024, the
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Annual Report

deposits and prepayments under the long-term capacity reservation agreements were $141.7 million
and $3.0 million, respectively, recorded within other current assets, and $1.3 million and $21.8 million,
respectively, recorded within other long-term assets. As of September 29, 2023, the deposits and
prepayments under the long-term capacity reservation agreements were $41.7 million and $1.3 million,
respectively, recorded within other current assets and $16.0 million of prepayments recorded within other
long-term assets.
12. GUARANTEES AND INDEMNITIES
The Company has made no significant contractual guarantees for the benefit of third parties. However,
the Company generally indemnifies its customers from third-party intellectual property infringement
litigation claims related to its products and, on occasion, also provides other indemnities related to
product sales. In connection with certain facility leases, the Company has indemnified its lessors for certain
claims arising from the facility or the lease.
The Company indemnifies its directors and officers to the maximum extent permitted under the laws of
the state of Delaware. The duration of the indemnities varies and in many cases is indefinite. The
indemnities to customers in connection with product sales generally are subject to limits based upon the
amount of the related product sales and in many cases are subject to geographic and other restrictions.
In certain instances, the Company’s indemnities do not provide for any limitation of the maximum potential
future payments the Company could be obligated to make. The Company has not recorded any liability
for these indemnities in the accompanying consolidated balance sheets and does not expect that such
obligations will have a material adverse impact on its financial statements.
Annual Report
131

13. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share (in millions,
except per share amounts):
Fiscal Years Ended
September 27,
2024
September 29,
2023
September 30,
2022
Net income
$596.0
$982.8
$1,275.2
Weighted average shares outstanding — basic
160.1
159.4
162.4
Dilutive effect of equity-based awards
1.4
0.9
0.9
Weighted average shares outstanding — diluted
161.5
160.3
163.3
Net income per share — basic
$ 3.72
$ 6.17
$
7.85
Net income per share — diluted
$ 3.69
$ 6.13
$
7.81
Anti-dilutive common stock equivalents
—
0.1
0.7
Basic earnings per share are calculated by dividing net income by the weighted average number of
shares of the Company’s common stock outstanding during the period.The calculation of diluted earnings
per share includes the dilutive effect of equity-based awards that were outstanding during fiscal 2024,
fiscal 2023, and fiscal 2022, using the treasury stock method. Shares issuable upon the vesting of
performance stock awards are likewise included in the calculation of diluted earnings per share as of the
date the condition(s) have been satisfied, assuming the end of the reporting period was the end of the
contingency period. Certain of the Company’s outstanding share-based awards, noted in the table above,
were excluded because they were anti-dilutive, but they could become dilutive in the future.
14. SEGMENT INFORMATION AND CONCENTRATIONS
The Company has a single reportable operating segment which designs, develops, manufactures, and
markets similar proprietary semiconductor products, including intellectual property. In reaching this
conclusion, management considers the definition of the chief operating decision maker (“CODM”), how
the business is defined by the CODM, the nature of the information provided to the CODM, and how that
information is used to make operating decisions, allocate resources, and assess performance. The
Company’s CODM is the president and chief executive officer. The results of operations provided to and
analyzed by the CODM are at the consolidated level and accordingly, key resource decisions and
assessment of performance are performed at the consolidated level. The Company assesses its
determination of operating segments at least annually.
Disaggregation of Revenue and Geographic Information
The Company presents net revenue by geographic area, based upon the location of the OEMs’
headquarters, and by sales channel, as it believes that doing so best depicts how the nature, amount,
timing, and uncertainty of revenue and cash flows are affected by economic factors. Individually
insignificant OEMs are presented based upon the location of the Company’s direct customer, which is
typically a distributor.
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Annual Report

Net revenue by geographic area is as follows (in millions):
Fiscal Years Ended
September 27,
2024
September 29,
2023
September 30,
2022
United States
$3,202.2
$3,603.9
$3,685.7
Taiwan
317.5
344.4
430.4
China
303.4
358.3
599.6
South Korea
203.9
198.3
458.2
Europe, Middle East, and Africa
114.5
204.2
235.8
Other Asia-Pacific
36.5
63.3
75.8
Total net revenue
$4,178.0
$4,772.4
$5,485.5
Net revenue by sales channel is as follows (in millions):
Fiscal Years Ended
September 27,
2024
September 29,
2023
September 30,
2022
Distributors
$3,622.6
$4,235.7
$4,488.1
Direct customers
555.4
536.7
997.4
Total net revenue
$4,178.0
$4,772.4
$5,485.5
The Company’s revenue from external customers is generated principally from the sale of semiconductor
products. Accordingly, the Company considers its product offerings to be similar in nature and therefore
not segregated for reporting purposes.
Property, plant, and equipment, net based on the physical locations within the indicated geographic
areas are as follows (in millions):
As of
September 27,
2024
September 29,
2023
Japan
$
526.1
$
606.4
Singapore
250.2
307.5
Mexico
244.2
233.1
United States
234.7
219.7
Rest of world
25.1
23.4
Total property, plant, and equipment, net
$1,280.3
$1,390.1
Concentrations
Financial instruments that potentially subject the Company to concentration of credit risk consist
principally of trade accounts receivable. Trade accounts receivable are primarily derived from sales to
manufacturers of communications and consumer products and electronic component distributors. The
Company performs ongoing credit evaluations of customers.
During fiscal 2024, fiscal 2023, and fiscal 2022, Apple, through sales to multiple distributors, contract
manufacturers, and direct sales for multiple applications including smartphones, tablets, desktop, and
notebook computers, watches and other devices, in the aggregate accounted for 69%, 66%, and 58% of
the Company’s net revenue, respectively.
Annual Report
133

The Company’s three largest accounts receivable balances comprised 80% and 83% of aggregate gross
accounts receivable as of September 27, 2024 and September 29, 2023, respectively.
15. SUPPLEMENTAL FINANCIAL INFORMATION
Other current assets consist of the following (in millions):
As of
September 27,
2024
September 29,
2023
Prepaid expenses
$234.8
$306.0
Other
249.9
155.1
Total other current assets
$484.7
$461.1
Other current liabilities consist of the following (in millions):
As of
September 27,
2024
September 29,
2023
Accrued customer liabilities
$192.2
$270.9
Accrued taxes
52.5
58.8
Short-term operating lease liabilities
20.2
28.3
Other
38.1
44.8
Total other current liabilities
$303.0
$402.8
16. DEBT
Debt consists of the following (in millions, except percentages):
As of
Effective Interest
Rate
September 27,
2024
September 29,
2023
1.80% Senior Notes due 2026
1.97%
$500.0
$
500.0
3.00% Senior Notes due 2031
3.13%
500.0
500.0
Term Loans due 2024
(1)
—
300.0
Unamortized debt discount and issuance costs
(5.7)
(7.7)
Total debt
994.3
1,292.3
Less: current portion of long-term debt
—
(299.4)
Total long-term debt
$994.3
$
992.9
(1)
In fiscal 2023, the effective interest rate of the Terms Loans due in 2024 was 6.37%.
Senior Notes
On May 26, 2021, the Company issued $500.0 million of its 0.90% Senior Notes due 2023 (the “2023
Notes”), $500.0 million of its 1.80% Senior Notes due 2026 (the “2026 Notes”), and $500.0 million of its
3.00% Senior Notes due 2031 (the “2031 Notes” and, together with the 2026 Notes, the “Notes”). During
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Annual Report

fiscal 2023, the Company repaid $500.0 million of the 2023 Notes at maturity. The Notes are senior
unsecured obligations of the Company and rank equally in right of payment with all of its existing and
future senior unsecured debt but effectively junior to any of the Company’s senior secured debt to the
extent of the value of collateral securing such debt and are structurally subordinated to all existing and
future obligations of the Company’s subsidiaries. The Notes will mature on each respective maturity
date, unless earlier redeemed in accordance with their terms. Interest on the Notes is payable on June 1
and December 1 of each year.
The Company may redeem all or a portion of the 2026 Notes and the 2031 Notes at any time and from
time to time prior to maturity, in whole or in part, for cash at the applicable redemption prices set forth in
the respective supplemental indenture. If the Company undergoes a change of control repurchase
event, as defined in the indenture governing the Notes (as supplemented, the “Indenture”), holders may
require the Company to repurchase the Notes in whole or in part for cash at a price equal to 101% of
the principal amount of the Notes to be purchased, plus any accrued and unpaid interest. As of
September 27, 2024, the Company considered the likelihood of acceleration related to the 2026 and
2031 Notes and recorded the Notes as long-term debt. The Notes are recorded net of discount and
issuance costs, which are amortized to interest expense over the respective terms of these borrowings.
The Indenture contains customary events of default, including failure to make required payments of
principal and interest, certain events of bankruptcy and insolvency, and default in the performance or
breach of any covenant or warranty contained in the Indenture or the Notes. As of September 27, 2024,
the Company was in compliance with all debt covenants under the Senior Notes.
Term Credit Agreement
On May 21, 2021, the Company entered into a term credit agreement (as amended, the “Term Credit
Agreement”) providing for a $1.0 billion term loan facility (the “Term Loan Facility”). On July 26, 2021, the
Company borrowed $1.0 billion in aggregate principal amount of term loans (the “Term Loans”) under
the Term Loan Facility to finance a portion of the purchase price for the acquisition of the Infrastructure and
Automotive business of Silicon Laboratories Inc. and to pay fees and expenses incurred in connection
therewith. During fiscal 2024, fiscal 2023, and fiscal 2022, the Company repaid $300.0 million,
$400.0 million, and $50.0 million, respectively, of outstanding borrowings under the Term Loans. The
Term Credit Agreement expired on July 26, 2024.
Revolving Credit Agreement
On May 21, 2021, the Company entered into a revolving credit agreement (as amended, the “Revolving
Credit Agreement”) providing for a $750.0 million revolving credit facility (the “Revolver”).The proceeds of
the Revolver will be used for general corporate purposes and working capital needs of the Company
and its subsidiaries.
The Revolver provides for revolving credit borrowings and letters of credit, with sublimits for letters of
credit. The Revolver may be increased in specified circumstances by up to $250.0 million at the discretion
of the lenders. The Revolver matures on July 26, 2026, and all unpaid borrowings, together with accrued
and unpaid interest thereon, are repayable at maturity.
The Revolving Credit Agreement contains customary representations and warranties and covenants,
including restrictions on the incurrence of indebtedness by non-guarantor subsidiaries and the creation
of liens, and a financial covenant consisting of a limitation on leverage, defined as consolidated total
indebtedness divided by consolidated earnings before interest, taxes, depreciation, and amortization
Annual Report
135

for the period of four consecutive quarters not to exceed a ratio of 3.0 to 1.0. As of September 27, 2024,
there were no borrowings outstanding and the Company was in compliance with all debt covenants
under the Revolver.
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Annual Report

To the Stockholders and Board of Directors
Skyworks Solutions, Inc.:
Opinions on the Consolidated Financial Statements and Internal Control
Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Skyworks Solutions, Inc. and
subsidiaries (the Company) as of September 27, 2024 and September 29, 2023, the related consolidated
statements of operations, comprehensive income, cash flows, and stockholders’ equity for each of
the years in the three-year period ended September 27, 2024, and the related notes (collectively, the
consolidated financial statements). We also have audited the Company’s internal control over financial
reporting as of September 27, 2024, based on criteria established in Internal Control — Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material
respects, the financial position of the Company as of September 27, 2024 and September 29, 2023, and
the results of its operations and its cash flows for each of the years in the three-year period ended
September 27, 2024, in conformity with U.S. generally accepted accounting principles.Also in our opinion,
the Company maintained, in all material respects, effective internal control over financial reporting as of
September 27, 2024 based on criteria established in Internal Control — Integrated Framework (2013) issued
by the Committee of Sponsoring Organizations of the Treadway Commission.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining
effective internal control over financial reporting, and for its assessment of the effectiveness of internal
control over financial reporting, included in the accompanying Management’s Annual Report on Internal
Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s
consolidated financial statements and an opinion on the Company’s internal control over financial
reporting based on our audits. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect
to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that
we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement, whether due to error or fraud, and whether effective
internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks
of material misstatement of the consolidated financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included examining, on a test
basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our
audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. Our
audit of internal control over financial reporting included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the
design and operating effectiveness of internal control based on the assessed risk. Our audits also
included performing such other procedures as we considered necessary in the circumstances. We believe
that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Annual Report
137

external purposes in accordance with generally accepted accounting principles. A company’s internal
control over financial reporting includes those policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being made only in accordance with authorizations
of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets
that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the
consolidated financial statements that was communicated or required to be communicated to the audit
committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of a critical audit matter does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below,
providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it
relates.
Application of tax laws and regulations
As discussed in Note 2 and Note 8 to the consolidated financial statements, the Company recorded an
income tax provision of $40.4 million for the year ended September 27, 2024, which is comprised of
current and deferred taxes on domestic and foreign income. The application of tax laws and regulations to
calculate tax liabilities is subject to legal and factual interpretation, judgment, and uncertainty in a
multitude of jurisdictions.Tax laws and regulations themselves are subject to change as a result of changes
in fiscal policy, changes in legislation, the evolution of regulations, and court rulings.
We identified the evaluation of the application of tax laws and regulations in certain jurisdictions as a
critical audit matter. Challenging auditor judgment and the involvement of tax professionals with
specialized skills and knowledge were required due to the Company’s application of the tax laws and
regulations within the manually prepared income tax provision.
The following are the primary procedures we performed to address this critical audit matter. We evaluated
the design and tested the operating effectiveness of certain internal controls over the Company’s
income tax process, including controls relating to the application of the tax laws and regulations. We
involved tax professionals with specialized skills and knowledge, who assisted in evaluating the Company’s
application of the tax laws and regulations in certain jurisdictions, including the resulting calculations,
within the manually prepared income tax provision.
/s/ KPMG LLP
We have served as the Company’s auditor since 2002.
Irvine, California
November 15, 2024
138
Annual Report

None.
Management’s Annual Report on Internal Control Over Financial Reporting
The management of the Company is responsible for establishing and maintaining adequate internal
control over financial reporting for the Company. Internal control over financial reporting is defined in
Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the
supervision of, the Company’s principal executive and principal financial officers and effected by the
Company’s Board of Directors, management and other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles and includes those policies and
procedures that:
• Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the
transactions and dispositions of the assets of the Company;
• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the Company are being made only in accordance with authorizations of management
and directors of the Company; and
• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
The Company’s management assessed the effectiveness of the Company’s internal control over financial
reporting as of September 27, 2024. In making this assessment, the Company’s management used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)
2013 Internal Control — Integrated Framework.
Based on their assessment, management concluded that, as of September 27, 2024, the Company’s
internal control over financial reporting is effective based on those criteria.
The Company’s independent registered public accounting firm has issued an audit report on the
effectiveness of the Company’s internal control over financial reporting as stated within their report
which appears herein.
Changes in Internal Control Over Financial Reporting
During the third quarter of fiscal 2024, we completed the implementation of our new enterprise resource
planning (“ERP”) system and have modified certain existing internal control processes and procedures
related to the new system. These changes did not materially affect our internal control over financial
Controls and Procedures
Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Annual Report
139

reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the fourth quarter of
fiscal 2024.As we add new functionality under this ERP system, we will continue to assess the impact on our
internal control over financial reporting.
Director and Officer Trading Arrangements
None of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement (as defined
in Item 408(a)(i) of Regulation S-K) or adopted or terminated a non-Rule 10b5-1 trading arrangement (as
defined in Item 408(c) of Regulation S-K) during the fourth quarter of fiscal 2024.
Principal Accounting Officer Transition
On November 11, 2024, Philip Carter notified the Company of his intention to resign from his position as
Vice President, Corporate Controller and principal accounting officer (“PAO”) of the Company to pursue
another opportunity. Mr. Carter’s departure is not due to any disagreement with the Company on any
matter relating to the Company’s financial statements, internal control over financial reporting,
operations, policies or practices. Mr. Carter served as PAO of the Company through November 15, 2024.
Effective upon Mr. Carter’s resignation, Kris Sennesael, age 55, Senior Vice President and Chief Financial
Officer of the Company, a role he has held since he joined the Company in August 2016, assumed the role
of PAO of the Company.
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Annual Report

Market Information and Dividends
Our common stock is traded on the Nasdaq Global Select Market under the symbol “SWKS”.
The number of stockholders of record of our common stock as of November 12, 2024, was 7,658. On
November 12, 2024, the Company announced that the Board of Directors had declared a cash dividend
of $0.70 per share of common stock, payable on December 24, 2024, to stockholders of record as of
December 3, 2024.We pay, and intend to continue to pay, quarterly dividends subject to capital availability
and periodic determinations made by our Board of Directors that cash dividends are in the best interests
of our stockholders.
Future cash dividends may be affected by, among other items, our views on potential future capital
requirements, including those relating to research and development, creation and expansion of
investments and acquisitions, stock repurchase programs, debt issuances and repayments, changes in
federal and state income tax law, and changes to our business model.
Issuer Purchases of Equity Securities
The following table provides information regarding repurchases of common stock made during the
three months ended September 27, 2024:
Period
Total
Number of
Shares
Purchased
Average
Price Paid
per Share
Total Number
of Shares
Purchased
as Part of
Publicly
Announced
Plans
or Programs(1)
Approximate
Dollar Value of
Shares that
May Yet Be
Purchased
Under the
Plans
or Programs(1)(2)
06/29/24-07/26/24
6,244(3)
$116.18
—
$1.9 billion
07/27/24-08/23/24
10,615(3)
$108.30
—
$1.9 billion
08/24/24-09/27/24
395(3)
$107.70
—
$1.9 billion
17,254
—
(1)
We announced on February 6, 2023 that our Board of Directors had approved a stock repurchase program on January 31,
2023, which authorizes the repurchase of up to $2.0 billion of our common stock from time to time on the open market or in
privately negotiated transactions, in compliance with applicable securities laws and other legal requirements, and which is
scheduled to expire on February 1, 2025.
(2)
The Company’s net share repurchases are subject to a 1% excise tax under the Inflation Reduction Act. Excise tax incurred
reduces the amount available under the repurchase program, as applicable, and is included in the cost of shares repurchased
in the Consolidated Statement of Stockholders’ Equity.
(3)
Represents shares repurchased by us at the fair market value of the common stock as of the applicable purchase date, in
connection with the satisfaction of tax withholding obligations under equity award agreements.
Market for Registrant’s Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
Annual Report
141

The following graph shows the change in Skyworks’ cumulative total stockholder return for the last five
fiscal years, based upon the market price of Skyworks’ common stock, compared with the cumulative total
return on: (i) the Standard & Poor’s 500 Index and (ii) the Standard & Poor’s 500 Semiconductor Index.
The graph assumes a total initial investment of $100 on September 27, 2019, and shows a “Total Return”
that assumes reinvestment of dividends, if any, and is based on market capitalization at the beginning
of each period.
Comparison of Cumulative Five-Year Total Return
600
500
400
300
200
DOLLARS
100
09/27/19
10/02/20
Years Ending
10/01/21
09/27/24
09/29/23
09/30/22
0
Skyworks Solutions, Inc.
S&P 500 Index
S&P 500 Semiconductors
Total Return to Stockholders
(Includes reinvestment of dividends)
ANNUAL RETURN PERCENTAGE
Company Name / Index
Years Ending
10/02/20
10/01/21
09/30/22
09/29/23
09/27/24
Skyworks Solutions, Inc.
92.54
13.02
-46.98
18.53
3.06
S&P 500 Index
15.25
32.06
-16.43
21.62
35.76
S&P 500 Semiconductors
50.06
36.11
-29.76
93.95
109.89
INDEXED RETURNS
Company Name / Index
Years Ending
Base Period
09/27/19
10/02/20
10/01/21
09/30/22
09/29/23
09/27/24
Skyworks Solutions, Inc.
100
192.54
217.61
115.37
136.75
140.93
S&P 500 Index
100
115.25
152.19
127.18
154.68
210.00
S&P 500 Semiconductors
100
150.06
204.25
143.46
278.25
584.02
Comparative Stock Performance Graph
142
Annual Report

The stock performance graph shall not be deemed soliciting material or to be filed with the SEC or
subject to Regulation 14A or 14C under the Exchange Act or to the liabilities of Section 18 of the Exchange
Act, nor shall it be incorporated by reference into any past or future filing under the Securities Act of
1933 or the Exchange Act, except to the extent we specifically request that it be treated as soliciting
material or specifically incorporate it by reference into a filing under the Securities Act of 1933 or the
Exchange Act.
Annual Report
143


Executive Management
Philip G. Brace
Director, Chief Executive Officer and President
Carlos S. Bori
Senior Vice President, Sales and Marketing
Kari Durham
Senior Vice President, Human Resources
Yusuf Jamal 
Senior Vice President and General Manager,  
Diversified Analog Solutions
Reza Kasnavi 
Executive Vice President, Chief Operations and 
Technology Officer
Joel R. King
Senior Vice President and General Manager,  
Mobile Solutions
Brian Mirkin 
Senior Vice President and General Manager, 
Mixed Signal Solutions 
Kris Sennesael
Senior Vice President and Chief Financial Officer
Robert J. Terry
Senior Vice President, General Counsel and Secretary
Board of Directors
Christine King
Chairman of the Board, Skyworks Solutions, Inc. 
Retired Executive Chairman, QLogic Corporation
Alan S. Batey
Retired Executive Vice President and President of 
North America, General Motors
Kevin L. Beebe
President and Chief Executive Officer, 2BPartners, LLC
Philip G. Brace
Chief Executive Officer and President, 
Skyworks Solutions, Inc.
Eric J. Guerin
Chief Financial Officer, RB Global, Inc. 
Suzanne E. McBride
Chief Operations Officer, Iridium Communications Inc.
David P. McGlade
Retired Executive Chairman, Intelsat S.A.
Robert A. Schriesheim
Chairman, Truax Partners LLC
Maryann Turcke
Former Chief Operating Officer, National Football League
Transfer Agent and Registrar 
Equiniti Trust Company, LLC 
55 Challenger Road, 2nd Floor
Ridgefield Park, New Jersey 07660 
(877) 366-6437 (Toll Free) 
(718) 921-8124 (Local and International) 
https://equiniti.com/us/ast-access/individuals/
Our transfer agent can help you with a variety of 
stockholder-related services including change of address, 
lost stock certificates, stock transfers, account status and 
other administrative matters.
Investor Relations
You can contact Skyworks’ Investor Relations team directly 
to order an Investor’s Kit or to ask investment-oriented 
questions about Skyworks at:
Skyworks Solutions, Inc. 
5260 California Avenue 
Irvine, CA 92617
Attn: Raji Gill 
(917) 648-9843 
raji.gill@skyworksinc.com
You can also view this annual report along with other 
financial-related information and other public filings 
with the U.S. Securities and Exchange Commission at: 
skyworksinc.com.
Independent Registered  
Public Accountants
KPMG LLP
Executive Offices
Skyworks Solutions, Inc. 
5260 California Avenue 	 	
 
Irvine, CA 92617 	  
(949) 231-3000
Common Stock
Skyworks common stock is traded on the Nasdaq Global 
Select Market® under the symbol SWKS.
Annual Meeting
The annual meeting of stockholders will be held virtually 
on May 14, 2025, at virtualshareholdermeeting.com/
SWKS2025.

skyworksinc.com

Your Vote Counts!
*Please check the meeting materials for any special requirements for meeting attendance.
Smartphone users
Point your camera here and 
vote without entering a 
control number
For complete information and to vote, visit www.ProxyVote.com 
Control #
V63186-P25757
SKYWORKS SOLUTIONS, INC.
ATTN: CORPORATE SECRETARY
5260 CALIFORNIA AVENUE
IRVINE, CA 92617-3073
2025 Annual Meeting of 
SKYWORKS SOLUTIONS, INC.
May 14, 2025, at 11:00 a.m. PDT
Exclusively via live audio webcast at
www.virtualshareholdermeeting.com/SWKS2025
Vote by 11:59 p.m. EDT on May 13, 2025
for shares held directly and by 11:59 p.m. EDT
on May 9, 2025 for shares held in the 401(k) Plan.
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders To Be Held on May 14, 2025
You invested in SKYWORKS SOLUTIONS, INC. and it’s time to vote!
You have the right to vote on proposals being presented at the Annual Meeting.
Get informed before you vote
View the Annual Report and Proxy Statement online by visiting www.ProxyVote.com OR you can receive a free paper or email
copy of the proxy material(s) by requesting prior to April 30, 2025. If you would like to request a copy of the proxy material(s)
for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email
to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. 
Unless requested, you will not otherwise receive a paper or email copy.
Vote Virtually at the Meeting*
May 14, 2025
11:00 a.m. PDT
Virtually at:
www.virtualshareholdermeeting.com/SWKS2025
You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
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Vote at www.ProxyVote.com
Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”.
Voting Items
Board 
Recommends
V63187-P25757
THIS IS NOT A VOTABLE BALLOT
This is an overview of the more complete proxy materials that 
are available to you on the Internet. We encourage you to access 
and review all of the important information contained in the 
proxy materials before voting.
1.	
To elect the following nine individuals nominated to serve as directors of the Company with terms expiring at the next 
Annual Meeting of Stockholders.
	
Nominees:
1a.	 Christine King
For
1b.	 Alan S. Batey
For
1c.	 Kevin L. Beebe
For
1d.	 Philip G. Brace
For
1e.	 Eric J. Guerin
For
1f.	 Suzanne E. McBride
For
1g.	 David P. McGlade
For
1h.	 Robert A. Schriesheim
For
1i.	
Maryann Turcke
For
2.	
To ratify the selection by the Company’s Audit Committee of KPMG LLP as the independent registered public 
accounting firm for the Company for fiscal year 2025.
For
3.	
To approve, on an advisory basis, the compensation of the Company’s named executive officers, as described in the 
Company’s Proxy Statement.
For
4.	
To approve a stockholder proposal regarding simple majority vote.
None
5.	
To approve a stockholder proposal regarding disclosure of Scope 3 greenhouse gas emissions.
Against
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V63173-P25757
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Annual Report and Proxy Statement are available at www.proxyvote.com.
SKYWORKS SOLUTIONS, INC.
Annual Meeting of Stockholders
May 14, 2025, 11:00 a.m. PDT
This proxy is solicited by the Board of Directors
The stockholder(s) hereby appoint(s) Kris Sennesael and Robert J. Terry, or either of them, as proxies, each with the 
power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse 
side of this ballot, all of the shares of common stock of SKYWORKS SOLUTIONS, INC. that the stockholder(s) is/are 
entitled to vote at the Annual Meeting of Stockholders to be held at 11:00 a.m. PDT on May 14, 2025, held virtually at
www.virtualshareholdermeeting.com/SWKS2025, and any adjournment or postponement thereof.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this 
proxy will be voted by the proxy holders in accordance with the Board of Directors’ recommendations, or if no 
recommendation is given, in their own discretion.
Continued and to be signed on reverse side
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Signature [PLEASE SIGN WITHIN BOX]
Date
Signature (Joint Owners)
Date
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
V63172-P25757
For Against Abstain
For Against Abstain
For Against Abstain
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SKYWORKS SOLUTIONS, INC.
ATTN: CORPORATE SECRETARY
5260 CALIFORNIA AVENUE
IRVINE, CA 92617-3073
1a.	
Christine King
1b.	
Alan S. Batey
1c.	
Kevin L. Beebe
1d.	
Philip G. Brace
1e.	
Eric J. Guerin
1f.	
Suzanne E. McBride
1g.	
David P. McGlade
1h.	
Robert A. Schriesheim
1i.	
Maryann Turcke
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" 
THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR 
NAMED IN PROPOSAL 1, "FOR" PROPOSALS 2 AND 3, AND 
"AGAINST" PROPOSAL 5. THE BOARD OF DIRECTORS MAKES NO 
RECOMMENDATION REGARDING HOW STOCKHOLDERS SHOULD 
VOTE ON PROPOSAL 4. 
1.	
To elect the following nine individuals nominated to serve as 
directors of the Company with terms expiring at the next Annual 
Meeting of Stockholders.
	
Nominees:
Company Proposals
Shareholder Proposals
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign 
personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
SKYWORKS SOLUTIONS, INC.
4.	
To approve a stockholder proposal regarding simple majority vote.
5.	
To approve a stockholder proposal regarding disclosure of Scope 
3 greenhouse gas emissions.
2.	
To ratify the selection by the Company’s Audit Committee of KPMG 
LLP as the independent registered public accounting firm for the 
Company for fiscal year 2025.
3.	
To approve, on an advisory basis, the compensation of the 
Company’s named executive officers, as described in the 
Company’s Proxy Statement.
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SCAN TO 
VIEW MATERIALS & VOTEw
VOTE BY INTERNET 
Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of 
information. Vote by 11:59 p.m. Eastern Daylight Time on May 13, 2025 for shares held 
directly and by 11:59 p.m. Eastern Daylight Time on May 9, 2025 for shares held in the 
401(k) Plan. Have your proxy card in hand when you access the website and follow the 
instructions to obtain your records and to create an electronic voting instruction form.
During The Meeting - Go to www.virtualshareholdermeeting.com/SWKS2025
You may attend the meeting via the Internet and vote during the meeting. Have 
the information that is printed in the box marked by the arrow available and follow 
the instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions. Vote by
11:59 p.m. Eastern Daylight Time on May 13, 2025 for shares held directly and by
11:59 p.m. Eastern Daylight Time on May 9, 2025 for shares held in the 401(k) Plan. 
Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we 
have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, 
Edgewood, NY 11717.
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