NXP Semiconductors (NXPI) PRE 14A5 Apr 24Preliminary proxyFinancial data

Company Profile

Cover

Cover	12 Months Ended
Cover	Dec. 31, 2023
Document Information [Line Items]
Document Type	PRE 14A
Amendment Flag	false
Entity Information [Line Items]
Entity Registrant Name	NXP Semiconductors N.V.
Entity Central Index Key	0001413447

Pay vs Performance Disclosure

Pay vs Performance Disclosure	5 Months Ended	7 Months Ended	12 Months Ended
Pay vs Performance Disclosure	May 26, 2020	Dec. 31, 2020	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Pay vs Performance Disclosure
Pay vs Performance Disclosure, Table			Year Summary Compen-sation Table Total for Richard Clemmer ($) 1 Compen- sation Actually Paid to Richard Clemmer ($) 1,2 Summary Compen-sation Table Total for Kurt Sievers ($) 1 Compen- sation Actually Paid to Kurt Sievers ($) 1,2 Average Summary Compen- sation Table Total for Non-PEO NEOs ($) 1 Average Compen- sation Actually Paid to Non-PEO NEOs ($) 1,2 Value of initial fixed $100 investment based on: 3 Net Income Revenue Non-GAAP Gross Margin 4 Company TSR ($) Philadelphia Sox Index TSR ($) 2023 n/a n/a 21,123,742 47,273,053 4,217,705 8,167,390 192.49 238.72 2,797 13,276 58.5% 2022 n/a n/a 20,771,851 4,693,294 3,969,488 2,053,189 129.76 142.94 2,787 13,205 57.9% 2021 n/a n/a 20,911,892 43,710,558 3,649,332 8,137,948 183.30 219.51 1,871 11,063 56.1% 2020 2,256,509 15,746,714 19,253,302 25,421,027 3,366,167 5,613,773 126.56 153.66 52 8,612 51.1%
Company Selected Measure Name			Revenue
Named Executive Officers, Footnote			For fiscal year 2020 Richard Clemmer served as our PEO through May 27, 2020. Kurt Sievers was appointed as our PEO on May 27, 2020 and has served as our PEO since that date. The Non-PEO NEOs for whom the average compensation is presented in this table are: (i) for fiscal year 2020, Peter Kelly, David Reed, Steven Owen and Jennifer Wuamett; (ii) for fiscal year 2021, Peter Kelly, William Betz, Andrew Micallef, Steven Owen and Jennifer Wuamett; and (iii) for fiscal years 2022 and 2023, William Betz, Christopher Jensen, Andrew Micallef and Jennifer Wuamett.
Peer Group Issuers, Footnote			The Peer Group Total Shareholder Return ("TSR") set forth in this table utilizes the Philadelphia Stock Exchange Semiconductor Index (“Philadelphia Sox Index”), which we also utilize in the stock performance graph in our Annual Report on Form 10-K. The comparison assumes $100 was invested for the period starting December 31, 2019 through the last trading day of the reporting year in the Company and in the Philadelphia Sox Index, respectively, assuming the reinvestment of any dividends. Historical stock performance is not necessarily indicative of future stock performance.
Adjustment To PEO Compensation, Footnote			The amounts shown as Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S‑K and do not reflect compensation actually realized or received by a PEO or the other NEOs. Mr. Sievers is the only NEO who has participated in a pension during the reporting years. The amounts shown as Compensation Actually Paid reflect total compensation as set forth in the Summary Compensation Table ("SCT") for each year, adjusted as required. The following table details those adjustments for 2023. Year Summary Compen- Grant Date Year-End Fair Value of Equity Awards Granted During Applicable Year ($) Change in Fair Value as of Year-End of Any Prior Year Awards that Remain Unvested as of Year-End ($) Change in Fair Value as of the Vesting Date of Any Prior Year Awards that Vested During Applicable Year ($) Change in Pension Value for the Applicable Year from SCT ($) Pension Service Costs Attributable to the Applicable Year ($) Compensation Actually Paid ($) (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) 2023 Kurt Sievers (PEO) 21,123,742 16,852,540 21,850,329 13,996,252 7,402,880 420,849 173,239 47,273,053 2023 Average Non-PEO NEO 4,217,705 3,064,259 3,972,990 2,296,837 744,117 N/A N/A 8,167,390 For the equity values included in the above tables, the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant. Equity values are calculated in accordance with FASB ASC Topic 718. PSU awards outstanding as of December 31 of the reporting year have been valued using a Monte Carlo simulation. RSU awards outstanding as of December 31 of the reporting year have been valued using the value date closing stock price discounted for future dividend payments. The fair values as of the vesting date are calculated using the closing share price on the day prior to the vesting date. No dividends or dividend equivalents are paid or earned on unvested equity awards and no equity awards were granted and vested in the same year.
Non-PEO NEO Average Total Compensation Amount			$ 4,217,705	$ 3,969,488	$ 3,649,332	$ 3,366,167
Non-PEO NEO Average Compensation Actually Paid Amount			$ 8,167,390	2,053,189	8,137,948	5,613,773
Adjustment to Non-PEO NEO Compensation Footnote			The amounts shown as Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S‑K and do not reflect compensation actually realized or received by a PEO or the other NEOs. Mr. Sievers is the only NEO who has participated in a pension during the reporting years. The amounts shown as Compensation Actually Paid reflect total compensation as set forth in the Summary Compensation Table ("SCT") for each year, adjusted as required. The following table details those adjustments for 2023. Year Summary Compen- Grant Date Year-End Fair Value of Equity Awards Granted During Applicable Year ($) Change in Fair Value as of Year-End of Any Prior Year Awards that Remain Unvested as of Year-End ($) Change in Fair Value as of the Vesting Date of Any Prior Year Awards that Vested During Applicable Year ($) Change in Pension Value for the Applicable Year from SCT ($) Pension Service Costs Attributable to the Applicable Year ($) Compensation Actually Paid ($) (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) 2023 Kurt Sievers (PEO) 21,123,742 16,852,540 21,850,329 13,996,252 7,402,880 420,849 173,239 47,273,053 2023 Average Non-PEO NEO 4,217,705 3,064,259 3,972,990 2,296,837 744,117 N/A N/A 8,167,390 For the equity values included in the above tables, the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant. Equity values are calculated in accordance with FASB ASC Topic 718. PSU awards outstanding as of December 31 of the reporting year have been valued using a Monte Carlo simulation. RSU awards outstanding as of December 31 of the reporting year have been valued using the value date closing stock price discounted for future dividend payments. The fair values as of the vesting date are calculated using the closing share price on the day prior to the vesting date. No dividends or dividend equivalents are paid or earned on unvested equity awards and no equity awards were granted and vested in the same year.
Compensation Actually Paid vs. Total Shareholder Return
Compensation Actually Paid vs. Net Income
Compensation Actually Paid vs. Company Selected Measure
Total Shareholder Return Vs Peer Group
Tabular List, Table			Three-Year Relative Total Shareholder Return* Revenue Non-GAAP Gross Margin Sustainability Goals Used in the Annual Incentive Plan Sustainability Scorecard
Total Shareholder Return Amount			$ 192.49	129.76	183.30	126.56
Peer Group Total Shareholder Return Amount			238.72	142.94	219.51	153.66
Net Income (Loss)			$ 2,797,000,000	$ 2,787,000,000	$ 1,871,000,000	$ 52,000,000
Company Selected Measure Amount			13,276,000,000	13,205,000,000	11,063,000,000	8,612,000,000
Additional 402(v) Disclosure			In accordance with Item 402(v) of Regulation S-K, which was adopted by the Securities and Exchange Commission in 2022 pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing the following disclosure regarding executive compensation versus Company performance for the fiscal years listed below. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by NEOs. Relationship Between Performance Measures and Compensation Actually Paid Below are graphic representations that help illustrate the relationship between 'compensation actually paid' ("CAP") and the financial measures in the table above as well as the relationship of NXP’s TSR and the TSR of the Philadelphia SOX Index as well as the S&P 500 Index as a supplemental measure. CAP, as required under SEC rules, reflects adjusted values to unvested and vested equity awards during the years shown in the table based on year-end stock prices, various accounting valuation assumptions, and projected performance modifiers but does not reflect actual amounts paid out for those awards. Because our NEO compensation is heavily weighted on equity, specifically performance based equity, the largest determinants of CAP are year over year changes in NXP’s stock price, realized achievement on PSUs awards that vested during the reporting year and projected PSU realizations on the unvested PSU awards in the form of Monte Carlo valuations. *The SEC has provided guidance that multi-year performance measures cannot be used as the Company's selected measure included in the table; however because it is an important part of our compensation program we have listed it here.
Measure:: 1
Pay vs Performance Disclosure
Name			Three-Year Relative Total Shareholder Return*
Measure:: 2
Pay vs Performance Disclosure
Name			Revenue
Measure:: 3
Pay vs Performance Disclosure
Compensation Actually Paid vs. Other Measure
Other Performance Measure, Amount			0.585	0.579	0.561	0.511
Name			Non-GAAP Gross Margin
Non-GAAP Measure Description			Non-GAAP Gross Margin is a non-GAAP financial measure. We calculate Non-GAAP gross margin by adjusting Gross Margin to exclude the effects of purchase price accounting, restructuring, stock-based compensation, merger-related costs, and other incidentals. These measures should not be considered as a substitute for, or superior to, the measures of financial performance prepared in accordance with GAAP. Appendix A to this Proxy Statement quantifies and reconciles this measure to the comparable US GAAP financial measure.
Measure:: 4
Pay vs Performance Disclosure
Name			Sustainability Goals Used in the Annual Incentive Plan Sustainability Scorecard
Kurt Sievers [Member]
Pay vs Performance Disclosure
PEO Total Compensation Amount			$ 21,123,742	$ 20,771,851	$ 20,911,892	$ 19,253,302
PEO Actually Paid Compensation Amount			$ 47,273,053	$ 4,693,294	$ 43,710,558	25,421,027
PEO Name		Kurt Sievers	Kurt Sievers	Kurt Sievers	Kurt Sievers
Richard Clemmer [Member]
Pay vs Performance Disclosure
PEO Total Compensation Amount						2,256,509
PEO Actually Paid Compensation Amount						$ 15,746,714
PEO Name	Richard Clemmer
PEO \| Kurt Sievers [Member] \| Stock Awards Adjustments [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount			$ (16,852,540)
PEO \| Kurt Sievers [Member] \| Equity Awards Reported Value [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount			21,850,329
PEO \| Kurt Sievers [Member] \| Equity Awards Granted in Prior Years, Unvested [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount			13,996,252
PEO \| Kurt Sievers [Member] \| Equity Awards Granted in Prior Years, Vested [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount			7,402,880
PEO \| Kurt Sievers [Member] \| Change In Pension Value [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount			(420,849)
PEO \| Kurt Sievers [Member] \| Pension Adjustments, Service Cost [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount			173,239
Non-PEO NEO \| Stock Awards Adjustments [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount			(3,064,259)
Non-PEO NEO \| Equity Awards Reported Value [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount			3,972,990
Non-PEO NEO \| Equity Awards Granted in Prior Years, Unvested [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount			2,296,837
Non-PEO NEO \| Equity Awards Granted in Prior Years, Vested [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount			$ 744,117