XML 41 R2.htm IDEA: XBRL DOCUMENT v3.25.3
Pay vs Performance Disclosure - USD ($)
5 Months Ended 8 Months Ended 12 Months Ended
Feb. 16, 2025
Oct. 03, 2025
Oct. 03, 2025
Sep. 27, 2024
Sep. 29, 2023
Sep. 30, 2022
Oct. 01, 2021
Pay vs Performance Disclosure              
Pay vs Performance Disclosure, Table    

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.

  ​ ​ ​

Value of Initial
Fixed $100 Investment
Based on:

Year
(a)

  ​ ​ ​

Summary
Compensation
Table Total
for Liam
Griffin (1) 
(b)

  ​ ​ ​

Compensation
Actually
Paid to Liam
Griffin (2)
(c)

  ​ ​ ​

Summary
Compensation
Table Total
for Philip
Brace (1)
(b)

  ​ ​ ​

Compensation
Actually
Paid to
Philip
Brace (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)

  ​ ​

Total
Shareholder
Return
(f)

  ​ ​ ​

Peer Group
Total
Shareholder
Return(3)
(g)

  ​ ​ ​

Net Income
(h)

  ​ ​ ​

Revenue
($ in millions)
(i)

2025

$

24,717,041

$

3,944,043

$

24,536,606

$

33,102,279

$

4,424,835

$

(4,235,419)

$

59.29

  ​ ​ ​

$

586.00

$

477,094,718

$

4,086.9

2024

$

18,096,527

$

11,158,819

$

0

$

0

$

5,177,613

$

3,223,277

$

73.19

$

389.19

$

595,997,860

$

4,178.0

2023

$

17,261,436

$

24,905,013

$

0

$

0

$

5,104,831

$

7,246,354

$

71.02

$

185.42

$

982,763,578

$

4,772.4

2022

$

16,667,162

$

(3,791,369)

$

0

$

0

$

5,057,362

$

(596,664)

$

59.92

$

95.60

$

1,275,184,583

$

5,485.5

2021

$

16,150,421

$

17,740,729

$

0

$

0

$

4,231,051

$

4,521,969

$

113.02

$

136.11

$

1,498,319,703

$

5,109.1

(1)Our PEOs were Liam K. Griffin (all years) and Philip Brace (fiscal year 2025). Our Other NEOs were Philip Carter (fiscal year 2025), Kris Sennesael (all years), Robert J. Terry (all years), Reza Kasnavi (fiscal years 2025, 2024, 2023, and 2022), Karilee A. Durham (fiscal years 2025 and 2021), Carlos S. Bori (fiscal years 2024, 2023, 2022, and 2021), and Robert Schriesheim (fiscal year 2025).
(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 2025. The SCT Amounts and the CAP Amounts do not reflect the actual amount of 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 2025

Adjustments

Liam Griffin

Philip Brace

Other NEOs*

SCT Amounts

  ​ ​ ​

$

24,717,041

  ​ ​ ​

$

24,536,606

  ​ ​ ​

$

4,424,835

 

Adjustments for stock and option awards

(Subtract): Aggregate value for stock awards and option awards included in SCT Amounts for the covered fiscal year

$

(10,416,730)

$

(22,608,588)

$

(3,616,246)

Add: Fair value at fiscal year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end

$

0

$

31,174,261

$

2,567,751

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

$

(6,410,701)

$

0

$

(1,976,612)

Add: Vesting date fair value of awards granted and vested during the covered fiscal year

$

421,492

$

0

$

0

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

$

(4,367,059)

$

0

$

(234,621)

(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

$

(5,400,525)

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

$

0

CAP Amounts (as calculated)

$

3,944,043

$

33,102,279

$

(4,235,419)

*

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.

       
Company Selected Measure Name     Revenue        
Named Executive Officers, Footnote    
(1)Our PEOs were Liam K. Griffin (all years) and Philip Brace (fiscal year 2025). Our Other NEOs were Philip Carter (fiscal year 2025), Kris Sennesael (all years), Robert J. Terry (all years), Reza Kasnavi (fiscal years 2025, 2024, 2023, and 2022), Karilee A. Durham (fiscal years 2025 and 2021), Carlos S. Bori (fiscal years 2024, 2023, 2022, and 2021), and Robert Schriesheim (fiscal year 2025).
       
Peer Group Issuers, Footnote     The peer group is the S&P 500 Semiconductors Index.        
Adjustment To PEO Compensation, Footnote    
(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 2025. The SCT Amounts and the CAP Amounts do not reflect the actual amount of 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 2025

Adjustments

Liam Griffin

Philip Brace

Other NEOs*

SCT Amounts

  ​ ​ ​

$

24,717,041

  ​ ​ ​

$

24,536,606

  ​ ​ ​

$

4,424,835

 

Adjustments for stock and option awards

(Subtract): Aggregate value for stock awards and option awards included in SCT Amounts for the covered fiscal year

$

(10,416,730)

$

(22,608,588)

$

(3,616,246)

Add: Fair value at fiscal year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end

$

0

$

31,174,261

$

2,567,751

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

$

(6,410,701)

$

0

$

(1,976,612)

Add: Vesting date fair value of awards granted and vested during the covered fiscal year

$

421,492

$

0

$

0

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

$

(4,367,059)

$

0

$

(234,621)

(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

$

(5,400,525)

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

$

0

CAP Amounts (as calculated)

$

3,944,043

$

33,102,279

$

(4,235,419)

*

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.

       
Non-PEO NEO Average Total Compensation Amount     $ 4,424,835 $ 5,177,613 $ 5,104,831 $ 5,057,362 $ 4,231,051
Non-PEO NEO Average Compensation Actually Paid Amount     $ (4,235,419) 3,223,277 7,246,354 (596,664) 4,521,969
Adjustment to Non-PEO NEO Compensation Footnote    
(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 2025. The SCT Amounts and the CAP Amounts do not reflect the actual amount of 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 2025

Adjustments

Liam Griffin

Philip Brace

Other NEOs*

SCT Amounts

  ​ ​ ​

$

24,717,041

  ​ ​ ​

$

24,536,606

  ​ ​ ​

$

4,424,835

 

Adjustments for stock and option awards

(Subtract): Aggregate value for stock awards and option awards included in SCT Amounts for the covered fiscal year

$

(10,416,730)

$

(22,608,588)

$

(3,616,246)

Add: Fair value at fiscal year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end

$

0

$

31,174,261

$

2,567,751

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

$

(6,410,701)

$

0

$

(1,976,612)

Add: Vesting date fair value of awards granted and vested during the covered fiscal year

$

421,492

$

0

$

0

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

$

(4,367,059)

$

0

$

(234,621)

(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

$

(5,400,525)

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

$

0

CAP Amounts (as calculated)

$

3,944,043

$

33,102,279

$

(4,235,419)

*

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.

       
Compensation Actually Paid vs. Total Shareholder Return    

Graphic

       
Compensation Actually Paid vs. Net Income    

Graphic

       
Compensation Actually Paid vs. Company Selected Measure    

Graphic

       
Total Shareholder Return Vs Peer Group    

Graphic

       
Tabular List, Table    

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 2025 (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

       
Total Shareholder Return Amount     $ 59.29 73.19 71.02 59.92 113.02
Peer Group Total Shareholder Return Amount     586 389.19 185.42 95.6 136.11
Net Income (Loss)     $ 477,094,718 $ 595,997,860 $ 982,763,578 $ 1,275,184,583 $ 1,498,319,703
Company Selected Measure Amount     4,086,900,000 4,178,000,000 4,772,400,000 5,485,500,000 5,109,100,000
PEO Name Liam K. Griffin Philip Brace          
Measure:: 1              
Pay vs Performance Disclosure              
Name     EBITDA margin percentile ranking        
Measure:: 2              
Pay vs Performance Disclosure              
Name     Emerging revenue growth        
Measure:: 3              
Pay vs Performance Disclosure              
Name     Non-GAAP operating income        
Measure:: 4              
Pay vs Performance Disclosure              
Name     Revenue        
Measure:: 5              
Pay vs Performance Disclosure              
Name     TSR percentile ranking        
Liam K. Griffin              
Pay vs Performance Disclosure              
PEO Total Compensation Amount     $ 24,717,041 $ 18,096,527 $ 17,261,436 $ 16,667,162 $ 16,150,421
PEO Actually Paid Compensation Amount     3,944,043 11,158,819 24,905,013 (3,791,369) 17,740,729
Philip Brace              
Pay vs Performance Disclosure              
PEO Total Compensation Amount     24,536,606 0 0 0 0
PEO Actually Paid Compensation Amount     33,102,279 $ 0 $ 0 $ 0 $ 0
PEO | Liam K. Griffin | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (10,416,730)        
PEO | Liam K. Griffin | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
PEO | Liam K. Griffin | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (6,410,701)        
PEO | Liam K. Griffin | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     421,492        
PEO | Liam K. Griffin | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (4,367,059)        
PEO | Liam K. Griffin | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
PEO | Liam K. Griffin | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
PEO | Philip Brace | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (22,608,588)        
PEO | Philip Brace | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     31,174,261        
PEO | Philip Brace | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
PEO | Philip Brace | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
PEO | Philip Brace | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
PEO | Philip Brace | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
PEO | Philip Brace | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (3,616,246)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     2,567,751        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (1,976,612)        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (234,621)        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (5,400,525)        
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     $ 0