Item 6. Directors, Senior Management and Employees

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Item 6. Directors, Senior Management and Employees

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A. Directors and Senior Management

The following description sets forth certain information about management and management-related matters. We have a one-tier board structure.

Board of Directors

Set forth below are the names, ages and positions as of December 31, 2016, of the persons who serve as members of our board of directors.


Name	Age	Position
Richard L. Clemmer	65	Executive director, president and chief executive officer
Sir Peter Bonfield	72	Non-executive director and chairman of the board
Johannes P. Huth	56	Non-executive director and vice-chairman of the board
Kenneth A. Goldman	67	Non-executive director
Dr. Marion Helmes	51	Non-executive director
Josef Kaeser	59	Non-executive director
Ian Loring	50	Non-executive director
Eric Meurice	60	Non-executive director
Peter Smitham	74	Non-executive director
Julie Southern	57	Non-executive director
Gregory Summe	60	Non-executive director
Rick Tsai	65	Non-executive director

•		Richard L. Clemmer (1951, American). Mr. Clemmer became executive director, president and chief executive officer on January 1, 2009. Prior to that, from December 2007, Mr. Clemmer was a member of the supervisory board of NXP B.V. and a senior advisor of Kohlberg Kravis Roberts & Co. Prior to joining NXP, he was the President and CEO of Agere Systems, served as Chairman of u-Nav Microelectronics Corporation, and was executive vice president and chief financial officer at Quantum Corporation. Prior to that, Mr. Clemmer worked for Texas Instruments Incorporated as senior vice president and semiconductor group chief financial officer. Mr. Clemmer also serves on the board of NCR Corporation.

•		Sir Peter Bonfield CBE FREng (1944, British). Sir Peter has been appointed as a non-executive director and as the chairman of our board of directors in August 2010. Prior to that, Sir Peter was the chairman of the supervisory board of NXP B.V. from September 29, 2006. Sir Peter served as chief executive officer and chairman of the executive committee for British Telecom plc from 1996 to 2002 and prior to that was chairman and chief executive officer of ICL plc (now Fujitsu Services Holdings Ltd.). Sir Peter also worked in the semiconductor industry during his tenure as a divisional director at Texas Instruments Incorporated, for whom he held a variety of senior management positions around the world. Sir Peter currently holds non-executive directorships at Taiwan Semiconductor Manufacturing Company Limited, Mentor Graphics Corporation and serves as Chairman of Global Logic Inc. Sir Peter is Chair of Council and Senior Pro-Chancellor at Loughborough University, Chairman of the Board, East West Institute UK and Board Director, East West Institute USA and Board Mentor at CMi in Belgium. He is also Advisor to Longreach LLP in Hong Kong, Alix Partners UK LLP in London and G3 Good Governance Ltd in London.

•		Johannes P. Huth (1960, German). Mr. Huth has been appointed as a non-executive director and vice-chairman of our board of directors in August 2010. Prior to that, Mr. Huth was a member and chairman of our supervisory board and a member and vice-chairman of NXP B.V.’s supervisory board from September 29, 2006. Mr. Huth joined Kohlberg Kravis Roberts & Co. LLP in May 1999 and is a Member of KKR and Head of KKR’s operations in Europe, the Middle East and Africa. He is also a member of the Firm’s Management Committee and several of the Firm’s Investment Committees. Prior to joining KKR, he was a member of the Management Committee of Investcorp and jointly responsible for Investcorp’s operations in Europe. From 1986 to 1991, he worked at Salomon Brothers, where he was a Vice President in the Mergers and Acquisitions departments in London and New York. Mr. Huth currently is also member of the Supervisory Board of GEG German Estate Group AG, member of the Board of SoftwareOne AG and member of the Board of Cognita Ltd. He is the Chairman of the Trustees of Impetus – Private Equity Foundation, a charitable organization set up by the Private Equity industry focused on providing support to charities involved with young people not in education, employment or training. He is Vice-Chair of the Board of Trustees of the Design Museum, trustee of the Staedel Museum in Frankfurt and trustee of The Education Endowment Foundation. He is a Visiting Fellow of Oxford University and a Fellow of the Royal Society of Arts. He earned a BSc with Highest Honors from the London School of Economics and an MBA from the University of Chicago. Mr. Huth is also a member of the Global Advisory Board of the Booth School of Business at the University of Chicago.

•		Kenneth A. Goldman (1949, American). Mr. Goldman has been appointed as a non-executive director of our board of directors effective August 6, 2010. Mr. Goldman is chief financial officer of Yahoo!, Inc responsible for Yahoo!’s global finance functions including financial planning and analysis, controllership, tax, treasury and investor relations since October 2012. Prior to that, Mr. Goldman served as senior vice president, finance and administration, and chief financial officer of Fortinet, Inc, a provider of unified threat management solutions, from September 2007 to September 2012. From November 2006 to August 2007, Mr. Goldman served as executive vice president and chief financial officer of Dexterra, Inc. From August 2000 until March 2006, Mr. Goldman served as senior vice president, finance and administration, and chief financial officer of Siebel Systems, Inc., and from December 1999 to December 2003, Mr. Goldman served on the Financial Accounting Standards Board’s primary advisory group. Mr. Goldman also serves on the board of directors of Yahoo! Japan, Trinet, GoPro, Inc. and several private companies. Mr. Goldman in 2015 was appointed to a three year term on the Standards Advisory Group which advises the PCAOB. Mr. Goldman was a member of board of trustees of Cornell University from 2005 to 2013 and was designated as Emeritus Trustee. He was formerly a member of the Treasury Advisory Committee on the Auditing Profession, a public committee that made recommendations in September 2008 to encourage a more sustainable auditing profession. Mr. Goldman holds a B.S. in Electrical Engineering from Cornell University and an M.B.A. from the Harvard Business School.

•		Dr. Marion Helmes (1965, German). Dr. Helmes has been appointed a non-executive director of our board of directors in October 2013. Dr. Helmes was the Speaker of the Management Board of Celesio AG until July 2014; in addition she was CFO of Celesio from January 2012 until July 2014. Prior to joining Celesio, she was member of the board of management and CFO of Q-Cells SE and from 1997 until 2010 she held various management roles at ThyssenKrupp, including CFO of ThyssenKrupp Stainless and CFO of ThyssenKrupp Elevator. Dr. Helmes is currently also non-executive director, Vice-Chairman, member of the Presiding Committee, member of the Compensation Committee and member of the Audit and Finance Committee of ProSiebenSat.1 Media SE. Dr. Helmes is currently also non-executive director, Member of the Nomination Committee and Chairman of the Audit Committee of Bilfinger SE and also non-executive director, Member of the Nomination Committee and the Audit Committee of British American Tobacco plc.

•		Josef Kaeser (1957, German). Mr. Kaeser has been appointed as a non-executive director of our board of directors effective September 1, 2010. Mr. Kaeser is the president and chief executive officer of Siemens AG since August 2013. Prior to this, from May 2006 to August 2013, he was executive vice president and chief financial officer of Siemens AG. From 2004 to 2006, Mr. Kaeser served as chief strategy officer for Siemens AG and as the chief financial officer for the mobile communications group from 2001 to 2004. Mr. Kaeser has additionally held various other positions within the Siemens group since he joined Siemens in 1980. Mr. Kaeser also serves on the managing board of Siemens AG and the board of directors of Siemens Ltd., India, Daimler AG and Allianz Deutschland AG.

•		Ian Loring (1966, American). Mr. Loring has been appointed a non-executive director of our board of directors in August 2010. Mr. Loring became a member of our supervisory board and the supervisory board of NXP B.V. on September 29, 2006 and is a managing director of Bain Capital Partners, LLC. Prior to joining Bain Capital Partners in 1996, Mr. Loring worked at Berkshire Partners and has previously also worked at Drexel Burnham Lambert. Mr. Loring played a leading role in Bain Capital’s media, technology and telecommunications investments such as Warner Music Group, ProSiebenSat.1 Media, Advertising Directory Solutions, iHeart Media (formerly Clear Channel Communication Inc.), and Blue Coat Systems, Inc. He serves as a director of The Weather Company, BMC Software, Inc., Viewpoint, Inc. and Vertafore, Inc.

•		Eric Meurice (1956, French). Mr. Meurice has been appointed as a non-executive director of the board of directors effective April 1, 2014. Mr. Meurice was the CEO and Chairman of the management board of ASML Holding NV (The Netherlands), a leading provider of manufacturing equipment and technology to the semiconductor industry from 2004 to 2013. Under his watch, ASML became the largest Lithography vendor in the world, leading to a significant equity investment and funding commitment by its customers. Before Joining ASML, he was Executive Vice President of Thomson Television, where he completed the merger of his division with TCL Corporation, one of the largest Chinese consumer electronics company. Before 2001, he served as head of Dell Computers’ Western, Eastern Europe and EMEA emerging market businesses. He gained extensive technology experience in the semiconductor industry between 1984 and 1994, first at Intel, in the micro-controller group, and then at ITT Semiconductors, a provider then of digital video and audio DSP integrated circuits. Mr. Meurice is an independent director of IPG Photonics, a US

	based Laser supplier, since June 2014 and of UMICORE, a Belgium based materials specialist, since April 2015. He served on the board of Verigy LTD (former HP test division), until its acquisition by Advantest in 2011. From July 1, 2013 to April 1, 2014 he was non-executive director of ARM Holdings plc (UK, semiconductor intellectual property supplier).

•		Peter Smitham (1942, British). Mr. Smitham has been appointed as a non-executive director of our board of directors effective December 7, 2015, Mr. Smitham retired from his position as a partner of the private equity firm Permira on December 31, 2009, but until August 1, 2015, he was a member of Permira Advisers LLP, which he joined in 1985, the year the London office was founded. Mr. Smitham was the managing partner of the London office from 1994 until 1998 and led Permira’s European business from 1996 until 2000. He has worked on numerous transactions focusing on technology, including Memec Group Holdings Limited, The Roxboro Group, Solartron Group and Technology plc. Until its merger with NXP, Mr. Smitham was a director of Freescale; he joined the Freescale board in June 2007 and has been a member of the Compensation and Leadership Committee and the Nominating and Corporate Governance Committee of the Freescale board. He has a degree in Geography from Swansea University, Wales, and attended the Senior Executive Program at Stanford Business School.

•		Ms. Julie Southern (1959, British). Ms. Southern has been appointed a non-executive director of our board of directors in October 2013. She was with Virgin Atlantic Limited (UK) from 2000 to May 2013. From 2010 to 2013 Ms. Southern was chief commercial officer and from 2000 to 2010 she was chief financial officer of Virgin Atlantic. Prior to joining Virgin Atlantic, she was group finance director at Porsche Cars Great Britain and finance and operations director at W H Smith – H J Chapman & Co Ltd. Prior to that, she was chartered accountant at Price Waterhouse Coopers. Ms. Southern currently holds non-executive directorships at Rentokil-Initial Plc, Cineworld PLC and DFS PLC and is Chair of the respective Audit Committees. At the same time, Ms. Southern is a non-executive director and Chair of the Remuneration Committee for Stagecoach Group plc.

•		Gregory L. Summe (1956 American). Mr. Summe has been appointed as a non-executive director of our board of directors effective December 7, 2015, Mr. Summe is the Managing Partner of Glen Capital Partners, an investment fund, which he founded in 2013. Mr. Summe was the managing director and vice chairman of Global Buyout at The Carlyle Group, a leading global private equity firm, from September 2009 to May 2014. Prior to joining Carlyle, he was the chairman and chief executive officer of PerkinElmer, Inc., a designer, manufacturer and deliverer of advanced technology solutions addressing health and safety concerns, a company he led from 1998 to September 2009. He also served as a senior advisor to Goldman Sachs Capital Partners, from 2008 to 2009 and also was a director of Freescale from September 2010 until its merger with NXP in December 2015; Mr. Summe served as Chairman of the Freescale board since May 2014 and was also Chairman of the Compensation and Leadership Committee of the Freescale board. Prior to joining PerkinElmer, Mr. Summe was with AlliedSignal, now Honeywell International, an inventor and manufacturer of technologies addressing global macro trend challenges such as safety, security, and energy, serving as the president of General Aviation Avionics, president of the Aerospace Engines Group and president of the Automotive Products Group. Before joining AlliedSignal, he was the general manager of Commercial Motors at General Electric and was a partner with the consulting firm of McKinsey & Company, Inc. Mr. Summe holds B.S. and M.S. degrees in electrical engineering from the University of Kentucky and the University of Cincinnati, and an M.B.A. with distinction from the Wharton School at the University of Pennsylvania. He is in the Engineering Hall of Distinction at the University of Kentucky. Mr. Summe also serves on the boards of directors of LMI Aerospace, Inc. and the State Street Corporation. Mr. Summe previously served on the board of directors of Automatic Data Processing, Inc., Biomet Inc., Veyance Technologies, Inc., Export Trading Group Ltd, Euromax Holdings Inc. and TRW Corp.

•		Dr. Rick Tsai (1951, Taiwan/Republic of China). Dr. Tsai has been appointed as a non-executive director of our board of directors effective July 1, 2014. Dr. Tsai served as Chairman and Chief Executive Officer of Chunghwa Telecom Co., Ltd., Taiwan’s largest integrated telecom service provider, from January, 2014 to December 2016. Prior to joining Chunghwa Telecom, Dr. Tsai served as the Chairman and Chief Executive Officer of TSMC Solar and TSMC: Solid State Lighting from 2011 to 2014. From 2001 to 2011, he held the following successive positions in TSMC: President and Chief Operation Officer, President and Chief Executive Officer and President of New Business. Prior to joining TSMC, Dr. Tsai was based in the United States and worked for Hewlett-Packard for several years. Dr. Tsai received a B.S. degree in physics from the National Taiwan University, Taipei, Taiwan and a Ph.D. degree in material science and engineering from Cornell University, Ithaca N.Y. Dr. Tsai also serves as a member of the board of directors of Lam Research Corporation and member of the board and Audit Committee of USI Corporation.

Management Team

Set forth below are the names, ages as of December 31, 2016, and positions of the executive officers who together with our chief executive officer, Mr. Clemmer, constitute our management team.


Name	Age	Position
Richard L. Clemmer	65	Executive director, president and chief executive officer
Daniel Durn	50	Executive vice president and chief financial officer
Tareq Bustami	47	Senior Vice President and general manager Digital Networking business
Guido Dierick	57	Executive vice president and general counsel
Paul Hart	40	Senior Vice President and general manager Radio Frequency business
Peter Kelly	59	Executive vice president strategy, M&A and integration
Steve Owen	56	Executive vice president sales & marketing
David Reed	58	Executive vice president and general manager operations
Frans Scheper	54	Executive vice president and general manager Standard Products
Keith Shull	65	Executive vice president and chief human resources officer
Kurt Sievers	47	Executive vice president and general manager HPMS Automotive
Ruediger Stroh	54	Executive vice president and general manager HPMS Identification

•		Daniel Durn (1966, American). Mr. Durn is executive vice president and chief financial officer of NXP and member of the management team. He joined NXP in 2015, having served as CFO of Freescale up until the Merger. Prior to Freescale, he was CFO and executive vice president of finance and administration at Globalfoundries, the industry’s second largest semiconductor foundry, head of M&A and strategy at Advanced Technology Investment Company (ATIC) and also served as vice president in technology investment banking at Goldman, Sachs & Company and was a member of their merger leadership group.

•		Tareq Bustami (1969, American). Mr. Bustami is senior vice president and general manager of the Digital Networking business at NXP. He joined NXP in 2015, having served as general manager at Freescale up until the merger with NXP. He has more than 20 years of semiconductor experience focused on the networking industry. He rejoined Freescale in 2012 to lead product strategy, product definition and marketing operations for Digital Networking. Previously, he ran product marketing for LSI’s networking multicore family of processors. He began his career at Freescale where he led product marketing for the company’s PowerQUICC III family.

•		Guido Dierick (1959, Dutch). Mr. Dierick is executive vice president, general counsel, secretary of our board of directors and member of the management team. Since 2000 he has been responsible for legal and intellectual property matters at NXP. He previously was employed by Philips from 1982 and worked in various legal positions.

•		Paul Hart (1976, American). Mr. Hart is senior vice president and general manager of the Radio Frequency business. He joined NXP in 2015, having served as general manager at Freescale up until the merger with NXP. He has 15 years of experience in the high power RF field, focusing on technology development and customer enablement. He joined Motorola Semiconductor as an RF engineer in 2001 and transferred to Freescale in 2006.

•		Peter Kelly (1957, American). Mr. Kelly is executive vice president and a member of the management team, focusing on Strategy, M&A, and the integration with Freescale. He joined NXP in March, 2011 and previously served as NXP’s chief financial officer. Mr. Kelly has over 30 years of applicable experience in the global technology industry and has extensive financial expertise having worked in financial management positions in several other companies, including as CFO of UGI Corp. and Agere Systems Inc. Mr. Kelly also serves on the board of Plexus, Corp.

•		Steve Owen (1960, British). Mr. Owen is executive vice president, global sales & marketing and member of the management team. He has extensive experience in developing business internationally and served in various marketing and sales leadership positions at NXP and Philips since 1998.

•		David Reed (1958, American). Mr. Reed is executive vice president of Technology and Operations at NXP. He joined NXP in 2015, having served as general manager at Freescale until the merger with NXP. He has 30 years of extensive international experience with global execution of fabs, assembly/test, packaging, R&D, foundries and joint ventures for Analog, Automotive, Logic and Wireless customers. He joined Freescale Semiconductor in 2012 as Senior Vice President, Manufacturing Operations. Previously he was vice president and general manager at GLOBALFOUNDRIES. He began his career at Texas Instruments in 1984 where he held multiple overseas and leadership assignments.

•		Frans Scheper (1962, Dutch). Mr. Scheper has been executive vice president and general manager for the Standard Products business since November, 2009, and has been a member of the management team since January, 2010. He has previously served as general manager of the general applications (discretes) business line within the multimarket business and served in various positions at Philips since 2000.

•		Keith Shull (1951, American). Mr. Shull is executive vice president and chief human resources officer for NXP. He joined NXP in 2015 and has over 35 years of experience, having led global HR organizations in a range of industries worldwide, including Arrow Electronics, Visteon and Walter Energy.

•		Kurt Sievers (1969, German). Mr. Sievers is executive vice president, member of the management team and general manager of the Automotive business for NXP. He has previously managed our High Performance Mixed Signal businesses focused on the automotive application markets and the automotive safety and comfort business line and served in various positions at Philips since 1995.

•		Ruediger Stroh (1962, German). Mr. Stroh is executive vice president, member of the management team and general manager of the Security & Connectivity business for NXP. Before joining NXP in May, 2009, he led LSI Corporation’s Storage Peripherals business, overseeing silicon solutions for hard disk and solid state drives addressing consumer and enterprise markets. Previously, he headed Agere System Inc’s storage division and served as chief executive officer for a number of start-up companies. Mr. Stroh began his career at Siemens AG where he held multiple management positions before joining Infineon Technologies AG.

B. Compensation

In accordance with Dutch law, our stockholders have adopted a compensation policy for the board of directors. The remuneration of our non-executive directors is determined at the general meeting of shareholders and the remuneration of our executive directors is resolved upon by our board of directors, with due observance of our compensation policy. Our chief executive officer is our only executive director. The executive director does not participate in the discussions of our board of directors on his compensation, nor does the chief executive officer vote on such a matter. To the extent the stockholders at a future stockholder meeting do not adopt the proposal of the board, the board must prepare a new proposal. After adoption of a proposal, only subsequent amendments will require stockholder approval. Furthermore, any proposed share or option-based director compensation (including any performance conditions relating to such compensation) must be submitted by our board to the general meeting of stockholders for its approval, detailing the number of shares or options over shares that may be awarded to the directors and the criteria that apply to such award or any modification of such rights.

Compensation Policy and Objectives

The objective in establishing the compensation policies for our chief executive officer, the other members of our management team and other members of our leadership, is to provide a compensation package that is aligned with our strategic goals and that enables us to attract, motivate and retain highly qualified professionals who provide leadership for NXP’s success in dynamic and competitive markets. NXP seeks to accomplish this goal in a way that rewards performance and is aligned with its shareholders’ long-term interests. We believe that the best way to achieve this is by linking executive compensation to individual performance targets, on the one hand, and to NXP’s performance, on the other hand. Our executive compensation package therefore includes a significant variable part, consisting of an annual cash incentive, shares and stock options. Executive performance targets are determined annually, at the beginning of the year, and assessed after the year once the financial performance of the year is known by, respectively, our nominating and compensation committee, our executive director or the other members of our management team. The compensation package for our board of directors, including our chief executive officer, the other members of our management team and our NXP leadership is benchmarked on a regular basis against other companies in the high-tech and semiconductors industry.

Summary Compensation Table

The following table summarizes the total compensation paid to our chief executive officer and to each member of our board of directors, in each of the years presented. Any amounts that are paid to individuals in Euros are presented in U.S. dollars, where the average exchange rate for the year was used for conversion. In addition to this Form 20-F which is completed on the basis of U.S GAAP and the SEC requirements for Form 20-F, NXP Semiconductors N.V. has statutory filing requirements in the Netherlands. As a result, NXP is also required to submit to its shareholders on an annual basis audited financial statements completed on the basis of International Financial Reporting Standards (IFRS). The table below provides information under both bases of accounting to enable the reader of our financial statements to have the holistic view of all compensation related information for these individuals under applicable requirements for NXP. Specific IFRS related disclosures have been indicated as such (12).


Name and Principal Position	Year			Base Salary and/or Directors Fees		Annual Incentive		Performance and Restricted Share Units		Stock Options		Grant Date Fair Value of Share and Option Awards		Cost of Share and Option Awards (IFRS)			Other Compensation		Pension Costs		Pension Allowances		Total Compensation		Total Costs (IFRS)
	($)			($) 1)		(#) 2)		(#) 3)		($) 4)		($) 5)		($) 6)			($)		($) 7)		($) 4)		($) 5)
Richard L. Clemmer		2016	10)		1,263,580		546,815		139,266		30,751		14,500,097		12,749,940			1,033,574		18,100		572,394		17,934,560		16,184,403
Executive director, chief executive officer and president		2015	10)		1,273,330		1,530,511		71,918		165,877		10,500,021		13,184,688			1,117,837		13,927		577,052		15,012,678		17,697,345
	2014	10)		1,514,520		1,756,844		120,755		161,675		11,471,923		13,312,485			1,336,479		781,479		—		16,861,245		18,701,807
Sir Peter Bonfield		2016			398,788		—		2,019		—		200,043		224,478			—		—		—		598,831		623,266
Non-executive director and chairman of the board		2015			312,625		—		2,740		—		200,020		272,796			—		—		—		512,645		585,421
	2014			370,705		—		3,117		—		200,049		225,775			—		—		—		570,754		596,480
Johannes P. Huth		2016			94,500		—		2,019		—		200,043		224,478			—		—		—		294,543		318,978
Non-executive director and vice-chairman of the board		2015			91,000		—		2,740		—		200,020		272,796			—		—		—		291,020		363,796
	2014			91,000		—		3,117		—		200,049		225,775			—		—		—		291,049		316,775
Kenneth A. Goldman		2016			109,167		—		2,019		—		200,043		224,478			—		—		—		309,210		333,645
Non-executive director		2015			101,000		—		2,740		—		200,020		272,796			—		—		—		301,020		373,796
		2014			101,000		—		3,117		—		200,049		225,775			—		—		—		301,049		326,775
Dr. Marion Helmes		2016			96,250		—		2,019		—		200,043		224,478			—		—		—		296,293		320,728
Non-executive director		2015			91,000		—		2,740		—		200,020		246,763			—		—		—		291,020		337,763
		2014			91,000		—		3,117		—		200,049		144,145			—		—		—		291,049		235,145
Josef Kaeser		2016			96,250		—		2,019		—		200,043		224,478			—		—		—		296,293		320,728
Non-executive director		2015			91,000		—		2,740		—		200,020		272,796			—		—		—		291,020		363,796
		2014			91,000		—		3,117		—		200,049		225,775			—		—		—		291,049		316,775
Ian Loring		2016			85,000		—		2,019		—		200,043		224,478			—		—		—		285,043		309,478
Non-executive director		2015			85,000		—		2,740		—		200,020		272,796			—		—		—		285,020		357,796
		2014			85,000		—		3,117		—		200,049		225,775			—		—		—		285,049		310,775
Eric Meurice 9)		2016			105,416		—		2,019		—		200,043		203,373			—		—		—		305,459		308,789
Non-executive director		2015			99,000		—		2,740		—		200,020		196,817			—		—		—		299,020		295,817
		2014			69,914		—		3,117		—		200,049		35,503			—		—		—		269,963		105,417
Peter Smitham 8)		2016			94,500		—		2,019		—		200,043		35,624			—		—		—		294,543		130,124
Non-executive director		2015			—		—		—		—		—		—			—		—		—		—		—
		2014			—		—		—		—		—		—			—		—		—		—		—
Gregory L. Summe 8)		2016			96,250		—		2,019		—		200,043		35,624			—		—		—		296,293		131,874
Non-executive director		2015			—		—		1,947		—		167,929		56,535			—		—		—		167,929		56,535
		2014			—		—		—		—		—		—			—		—		—		—		—
Michel Plantevin 9)		2016			—		—		—		—		—		—			—		—		—		—		—
Non-executive director		2015			—		—		—		—		—		—			—		—		—		—		—
		2014	11)		36,438		—		—		—		—		(125,473	)		—		—		—		36,438		(89,035	)
Jean-Pierre Saad 9)		2016			—		—		—		—		—		—			—		—		—		—		—
Non-executive director		2015			—		—		—		—		—		—			—		—		—		—		—
		2014	11)		32,603		—		—		—		—		(20,383	)		—		—		—		32,603		12,220
Julie Southern		2016			96,250		—		2,019		—		200,043		224,478			—		—		—		296,293		320,728
Non-executive director		2015			91,000		—		2,740		—		200,020		246,763			—		—		—		291,020		337,763
		2014			91,000		—		3,117		—		200,049		144,145			—		—		—		291,049		235,145
Rick Tsai 9)		2016			85,000		—		2,019		—		200,043		203,373			—		—		—		285,043		288,373
Non-executive director		2015			85,000		—		2,740		—		200,020		196,817			—		—		—		285,020		281,817
		2014			42,500		—		3,117		—		200,049		35,503			—		—		—		242,549		78,003

Total		2016			2,620,951		546,815						16,700,570		14,799,280			1,033,574		18,100		572,394		21,492,404		19,591,114
		2015			2,319,955		1,530,511						12,468,130		15,492,363			1,117,837		13,927		577,052		18,027,412		21,051,645
		2014			2,616,680		1,756,844						13,272,364		14,654,800			1,336,479		781,479		—		19,763,846		21,146,282

The annual incentive amount is related to the performance in the year reported, which is then paid to the individual in the subsequent year. See Item 6.B “Compensation” for additional information regarding the incentive plan. The amounts reported are the amounts that have been accrued as annual incentive bonus for our chief executive officer for our performance in the respective years. The actual annual incentive amount for 2016 may differ and will be paid in 2017 based on achievement of the predetermined targets.

2)	Represents the number of Performance and Restricted share units granted to the individual in the year reported. See Item 6.B “Compensation” and Note 8 Share-based Compensation to the Consolidated Financial Statements in Item 18 “Financial Statements” for additional information regarding our long-term incentive plans.

3)	Represents the number of Stock Options granted to the individual in the year reported. See Item 6.B “Compensation” and Note 8 Share-based Compensation to the Consolidated Financial Statements in Item 18 “Financial Statements” for additional information regarding our long-term incentive plans.

Amounts reflect the aggregate grant date fair value of Performance and Restricted share units and Stock Option awards granted in accordance with FASB ASC Topic 718. These amounts do not represent the actual amounts paid to or realized by the individuals in the year reported. See Note 8 Share-based Compensation to the Consolidated Financial Statements in Item 18, “Financial Statements” of this Form 20-F for the fiscal year ended December 31, 2016 for additional information.

5)	Amounts reflect the costs of Performance and Restricted share units and Stock Options in accordance with IFRS 2. These amounts do not represent the actual amounts paid to or realized by the individuals in the year reported, but represent amounts charged to the income of the year. Total costs (IFRS) includes this item, not the grant date fair value of the awards.

6)	Amounts primarily relate to additional arrangements for our CEO such as housing compensation and relocation allowances, medical insurance, accident insurance, school fee reimbursement and company car arrangements are broadly in line with those for the NXP executives globally.

7)	Due to legislative changes in the Netherlands, effective January 1, 2015 a new pension arrangement applies to our chief executive officer (as to other employees working under a Dutch employment contract). Refer to below explanation under the heading Pensions.

8)	Peter Smitham and Mr. Gregory L. Summe were appointed as non-executive directors of the Company effective December 7, 2015.

9)	Eric Meurice was appointed effective April 1, 2014 and Mr. Rick Tsai was appointed effective July 1, 2014. Mr. Michel Plantevin and Mr. Jean-Pierre Saad resigned as non-executive directors of the Company on May 20, 2014.

10)	In 2016, Mr. Clemmer received 13,105 performance share units that had financial performance conditions, no performance share units that had markets performance conditions and 126,161 restricted share units.

In 2015, Mr. Clemmer received 71,918 performance share units that had financial performance conditions, no performance share units that had markets performance conditions and no restricted share units

In 2014, Mr. Clemmer received 70,116 performance share units that had financial performance conditions, 50,639 performance share units that had markets performance conditions and no restricted share units

11)	As a result of the resignation by Mr. Michel Plantevin and Mr. Jean-Pierre Saad as noted in Note 9, 20,111 awards were forfeited resulting in a reversal of the related costs in accordance with IFRS 2.

12)

During 2016, NXP decided to expand its disclosures of compensation information, specifically in the areas of the cost for compensation charged to the income statement (IFRS), including Performance and Restricted Share Units and Stock Options, for our chief executive officer and the other members of our board of directors. In our previous filings, the required disclosures were not explicitly displayed as prescribed by IAS 24 paragraph 17 and section 383c Book 2 Title 9 of the Dutch Civil Code. Therefore, the expanded disclosure over the years 2014, 2015 and 2016 are presented in the above table. In connection with the disclosure requirements of IAS 24 paragraph 17, we consider the board of directors as our key management personnel.

Base Salary

We currently pay our chief executive officer an annual base salary of €1,142,000, the chairman of our board of directors an annual fixed fee of €275,000 and the other members of our board of directors an annual fixed fee of $85,000 gross. Since the annual meeting of shareholders of June 2, 2016, members of our Audit Committee receive an additional annual fixed fee of $15,000 (2014 through 2016: $6,000) gross and the chairman receives an additional annual fixed fee of $15,000 (2014 through 2016: $10,000); members of our Nominating & Compensation Committee receive an additional annual fixed fee of $12,000 (2014 through 2016: $6,000) gross and the chairman receives an additional annual fixed fee of $13,000 (2014 through 2016: $8,000). For the year ended December 31, 2016, the current and former members of our management team as a group (in total 12 members) received a total aggregate Base salary of €5,889,544, compared to a total aggregate Base salary of €7,303,951 (in total 19 members) in 2015 and €5,704,410 (in total 14 members) in 2014.

Annual Incentive

Each year, our chief executive officer, the other members of our management team and our other executives can qualify to earn a variable cash incentive, subject to whether certain specific and challenging performance targets have been met. For our chief executive officer, the on-target cash incentive percentage is set at 75% of the base salary, with the maximum cash incentive set at 150% of the annual base salary. The cash incentive pay-out in any year relates to the achievements of the preceding financial year in relation to agreed targets.

To support the performance culture, the Annual Incentive plan is based on EBIT at group level and business / support level, as well as market share targets. Any targets are set by the board of directors, at the proposal of its nominating & compensation committee. NXP market share is based on the “World Semiconductors Trade Statistics” (WSTS), an industry association in which NXP participates. WSTS collects the revenue (billings) of all major semiconductor companies and calculates the size of the total market (TAM) based on this input. We have set a target for market share growth and will measure our performance against this commonly recognized source of market share data. We calculate our market share by dividing our revenue by the total market size adjusted for sectors NXP is not active in (TAM focus) and incidental adjustments for material deviations.

Over the year 2016, our chief executive officer realized a target achievement of 57.7% and thus an amount of €494,201 has been accrued as an annual incentive bonus for our chief executive officer for our performance in 2016. Over the year 2015, our chief executive officer realized a target achievement of 161.5%, and thus an amount of €1,383,248 was accrued in 2015 (paid in 2016) as an annual incentive bonus for our performance in 2015 (over the year 2014, the target achievement was 154%, and thus an amount of €1,324,720 was accrued in 2014 (paid in 2015)). The total annual incentive bonus amount paid in 2016 to members of our management team, including our chief executive officer, is €2,443,300. In 2015, an amount of €5,518,340 has been paid to members of our management team, including our chief executive officer, and in 2014, an amount of €5,047,102 has been paid.

Share Based Compensation Plans

The purpose of our share based compensation plans, is to align the interests of directors and management with those of our stockholders by providing additional incentives to improve our medium and long term performance, by offering the participants an opportunity to share in the success of NXP.

In the period from 2007 until our initial public offering in August 2010, we granted stock options (“MEP Options”) to the members of our management team and to approximately 135 of our other executives under the Management Equity Stock Option Plan (“MEP”). The MEP Options became fully exercisable upon the Private Equity Consortium ceasing to hold 30% of our shares of common stock on September 18, 2013. Current employees owning MEP Options may exercise such MEP Options during the period of five years as of September 18, 2013, subject to these employees remaining employed by us and subject to the applicable laws and regulations. As of December 31, 2016, a total of 2,534,272 MEP Options were granted and outstanding to a group of 11 (current) NXP executives (which includes our chief executive officer and other members of the management team). These MEP Options can be exercised at exercise prices which vary from €2.00 to €40.00 per MEP Option.

Since 2010, we have maintained annual Long Term Incentive Plans, under which performance stock, restricted stock and stock options may be granted to the members of our board of directors, management team, our other executives, selected other key employees/talents of NXP and selected new hires. Under these Long Term Incentive Plans, equity incentives may be granted on, or the first NASDAQ trading day after NXP publishes its quarterly financials. In view of the merger with Freescale, a specific grant under the 2015 plan was made to Freescale employees who joined NXP on December 7, 2015. Performance stock units and restricted stock units vest over a period of one to four years, subject to relevant performance criteria relating to operating income being met in the case of performance stock units, and stock options vest over four years. Beginning with the 2014 LTIP plans, performance stock units granted to the members of our management team, including the CEO, vest over a period of four years, and restrictive stock units granted to the non-executive directors in our board vest over a period of one year. In view of the previously announced tender offer by Qualcomm to acquire all the issued and outstanding NXP shares, in October 2016, the board of directors, advised by its nominating & compensation committee, resolved to only grant restricted stock units under the 2016 Long term Incentive Plan.

The size of the annual equity pool available for Long Term Incentive Plan 2010 awards from November 2, 2010 up to the fourth quarter of 2011 was for an aggregate of up to 7,200,000 common shares in our share capital. On December 31, 2016, grants to 69 participants were outstanding, in total representing some 520,224 shares of common stock, consisting of 520,224 stock options.

The size of the annual equity pool available for Long Term Incentive Plan 2011 awards from November 1, 2011 up to the fourth quarter of 2012 was for an aggregate of up to 8.6 million (including 1.4 million which remained from the 2010 LTIP pool) common shares in our share capital. On December 31, 2016, grants to 222 participants were outstanding, in total representing 1,012,256 shares of common stock, consisting of 1,012,256 stock options.

The size of the annual equity pool available for Long Term Incentive Plan 2012 awards from October 25, 2012 up to the fourth quarter of 2013 was for an aggregate of up to 9.3 million (including 2.1 million which remained from the 2011 LTIP pool) common shares in our share capital. On December 31, 2016, grants to 441 participants were outstanding, in total representing 1,390,410 shares of common stock, consisting of 1,390,410 stock options.

The size of the annual equity pool available for Long Term Incentive Plan 2013 awards from October 24, 2013 up to the fourth quarter of 2014 is for an aggregate of up to 6.7 million (including 0.4 million which remained from the 2012 LTIP pool) common shares in our share capital. On December 31, 2016, grants to 159 participants were outstanding, in total representing 1,211,569 shares of common stock, consisting of 240,775 performance stock units, 40,860 restricted stock units and 929,934 stock options

The size of the annual equity pool available for Long Term Incentive Plan 2014 awards from October 23, 2014 up to the fourth quarter of 2015 is for an aggregate of up to 7.5 million (including 2.2 million which remained from the 2013 LTIP pool) common share in our share capital. On December 31, 2016 grants to 2,095 participants were outstanding, in total representing 1,568,915 shares of common stock, consisting of 234,575 performance stock units, 623,829 restricted stock units and 710,511 stock options.

The size of the annual equity pool available for Long Term Incentive Plan 2015 awards from October 29, 2015 up to the fourth quarter of 2016 is for an aggregate of up to 5.2 million (including 4.2 million which remained from the 2014 LTIP pool) common share in our share capital. On December 31, 2016 grants to 6,118 participants were outstanding, in total representing 2,943,761 shares of common stock, consisting of 258,547 performance stock units, 1,464,138 restricted stock units and 1,221,076 stock options.

In view of the Merger, NXP exchanged on December 7, 2015 the outstanding Freescale equity into 4,924,043 restricted stock units and 2,871,861 stock options. On December 31, 2016 grants to 3,685 participants were outstanding, in total representing 3,611,528 shares of common stock, consisting of 2,227,287 restricted stock units and 1,384,241 stock options.

The size of the annual equity pool available for Long Term Incentive Plan 2016 awards from October 27, 2016 up to the fourth quarter of 2017 is for an aggregate of up to 5.6 million (including 4.3 million which remained from the 2015 LTIP pool) common share in our share capital. On December 31, 2016 grants to 6,111 participants were outstanding, in total representing 2,564,765 shares of common stock, consisting of 2,564,765 restricted stock units. In light of the announced tender offer by Qualcomm on all the NXP shares, only restricted stock units were granted under the 2016 Long term Incentive Plan.

As of December 31, 2016, under the above equity plans, a total amount of 9,702,924 stock options, 733,897 performance stock units and 6,920,879 restricted stock units were outstanding, in total representing 17,357,700 shares of common stock.

Shares to be delivered under any equity program may be newly issued, for up to 10% of our share capital, or they may come out of treasury stock or be purchased from time to time upon the decision of our board of directors.

As of December 31, 2016, the following stock options, restricted stock units, performance stock units and shares of common stock were outstanding with members of our board of directors:

Richard L. Clemmer, CEO and president

As of December 31, 2016, our chief executive officer held 925,399 shares of common stock and had been granted the following (vested and unvested) stock options and (unvested) performance stock units, which were outstanding:


Series	Number of Stock Options		Exercise Price (in $)		Stock Options Vested		Number of Stock Options per vesting schedule
							10/29/17		10/29/18		10/29/19
2016/February		30,751		76.31		7,687		7,688		7,688		7,688


Series	Number of Stock Options		Exercise Price (in $)		Stock Options Vested		Number of Stock Options per vesting schedule
							10/29/17		10/29/18		10/29/19
2015/October		165,877		73.00		41,469		41,469		41,469		41,470


Series	Number of Stock Options		Exercise Price (in $)		Stock Options Vested		Number of Stock Options per vesting schedule
							10/23/17		10/23/18
2014/October		161,675		64.18		80,837		40,419		40,419


Series	Number of Stock Options		Exercise Price (in $)		Stock options Vested		Stock Options per vesting schedule
							10/24/17
2013/October		344,635		39.58		258,476		86,159


Series		Number of Stock Options (all vested)				Exercise Price (in $)
2012/October			410,000				23.49


Series		Number of Stock Options (all vested)				Exercise Price (in $)
2011/November			410,000				16.84


Series		Number of Stock Options (all vested)				Exercise Price (in $)
2010/November			360,252				13.27


*Series*	Number of Stock Options (all vested)		Exercise Price (in €)
2009/1		51,400		2.00
2009/2		1,400,000		15.00
2009/3		234,000		30.00
2009/4		374,252		40.00

Total		2,059,652


Series	Number of Restricted Stock Units		Number of Restricted Stock Units per vesting schedule
			10/27/17		10/27/18		10/27/19
2016/October		126,161		42,053		42,053		42,054


Series	Number of Performance Stock Units		Number of Performance Stock Units per vesting schedule
			10/29/17		10/29/18		10/29/19		10/29/20
2016/February		13,105		Maximum 6,552		Maximum 9,828		Maximum 13,105		Up to 13,105


Series	Number of Performance Stock Units		Number of Performance Stock Units per vesting schedule
			10/23/17		10/23/18		10/23/19		10/23/20
2015/October		71,918		Maximum 35,958		Maximum 53,938		Maximum 71,918		Up to 71,918


Series	Number of Performance Stock Units		Number of Performance Stock Units per vesting schedule
			10/23/17		10/23/18		10/23/19
2014/October		52,587		Maximum 35,038		Maximum 52,587		Up to 52,587


Series	Number of Performance Stock Units		Number of Performance Stock Units per vesting schedule
			11/1/17		11/1/18
2014/October		33,760		Maximum 16,880		Maximum 33,760

Other members of our board of directors

As of December 31, 2016, the other members of our board of directors held the following number of shares of common stock:

Sir Peter Bonfield: 32,611 from vested stock units

Mr. Goldman: 21,433 from vested stock units

Mr. Huth: 12,560 from vested stock units

Dr. Helmes: 9,914 from vested stock units

Mr. Kaeser: 33,915 from vested stock units

Mr. Loring: 40,912 from vested stock units

Ms. Southern: 6,940 from vested stock units

Mr. Meurice: 5,857 from vested stock units

Dr. Tsai: 5,857 from vested stock units

Mr. Summe: 4,381 from the exchange of Freescale stock units

To each of the non-executive members of our board of directors, the following restricted stock units had been granted and were outstanding as of December 31, 2016:


Series	Number of Restricted Stock Units		Number of Stock Units per vesting schedule
			10/27/17
2016/October		2,019		2,019

Pensions

It has been our long-standing practice that our chief executive officer and eligible members of the management team under a Dutch employment contract participate in the executives’ pension plan, which we established in the Netherlands and which consists of a combination of a career average and a defined-contribution plan. Due to legislative changes in the Netherlands, effective January 1, 2015 a new pension arrangement applies to our employees working under Dutch employment contracts, including our chief executive officer. Since January 1, 2015, pension plans which allow pension accrual based on a pensionable salary exceeding an amount of €100,000 (threshold is adapted by the fiscal authorities each year, 2016: €101,519) are, for fiscal purposes, considered to be non-qualifying schemes.

The following pension arrangement is in place for our chief executive officer, and members of the management team and other executives under Dutch contract with effect from January 1, 2015:

	•		Pension Plan in the Netherlands, which is a Collective Defined Contribution plan with an age-dependent fixed contribution percentage up to a maximum pensionable salary of €100,000 (2016: €101,519). The Pension Plan has a target retirement age of 67 and a target accrual rate of 1.85%;

	•		Introduction of a Benefit Allowance of 12.3% of the pensionable salary above €101,519 (2016) for all current and new employees

	•		Compensation of remaining loss in pension accrual, compared to 2014, as an individual Retirement allowance

	•		Individual compensation (Retirement allowance) will be protected for 5 years (up to end 2019) and then reduced to 75%, 50%, 25% in the following 3 years (2020-2021-2022). No individual compensation after year 8 (January 2023 onwards)

The total pension cost of the Company related to these revised pension arrangements (including the temporary Retirement Allowance for the remaining 7 years) is at a comparable level over a period of time to the pension cost under the former Executive Pension Plan.

The changed pension arrangements as per January 1, 2015 resulted for our chief executive officer into a decrease in pension, retirement or similar benefits from €589,262 ($781,479) in 2014 to €12,491 ($13,927) in 2015, and an increase in Pension Allowances from nil in 2014 to €517,535 ($577,052) in 2015. As said, a similar approach was followed for the other MT members in The Netherlands – as other lower ranked management members.

In 2016, we paid for our chief executive officer a total pension plan contribution of €16,358 ($18,100) in 2016 (€12,491 ($13,927) in 2015 and €589,262 ($781,479) in 2014) and an aggregated amount of €517,319 ($572,394) as Retirement Allowance and individual Allowance in 2016 (€517,535 ($577,052) in 2015).

Additional Arrangements

Our chief executive officer has a contract of employment until December 31, 2017, and most of the other members of our management team and our executives have a contract of employment for an indefinite term. The main elements of any new employment contract that we will enter into with a member of the board of directors will be made public no later than the date of the public notice convening the general meeting of stockholders at which the appointment of such member of the board of directors will be proposed. Non-executive directors of our board do not have a contract of employment.

In addition to the main conditions of employment, a number of additional arrangements apply to our chief executive officer and other members of the management team; these arrangements do not apply to the non-executive members of our board of directors. These additional arrangements, such as housing compensation and relocation allowances, medical insurance, accident insurance, school fee compensation and company car arrangements are broadly in line with those for the NXP executives globally. In the event of disablement, our chief executive officer and other members of the management team are entitled to benefits in line with those for other NXP executives. In the event of our chief executive officer’s death while in the service of NXP, any unvested equity awards (including any NXP stock options, performance stock units and restricted stock units) will vest. In line with regulatory requirements, the Company’s policy forbids personal loans, guarantees or similar arrangements to members of our board, and consequently no loans, guarantees or similar arrangements were granted to such members since 2010, nor were any such loans outstanding as of December 31, 2016. The contract of employment entered into with our chief executive officer as of January 1, 2009, provides that if our chief executive officer terminates his employment within six months of a change of control, then he will be entitled to two years’ base salary (gross) plus twice the amount of his target annual bonus (gross).

Unless the law provides otherwise, the members of our board of directors are expected to be reimbursed by us for various costs and expenses, such as reasonable costs of defending claims, as formalized in the articles of association. Under certain circumstances, described in the articles of association, such as an act or failure to act by a member of our board of directors that can be characterized as intentional (opzettelijk), intentionally reckless (bewust roekeloos) or seriously culpable (ernstig verwijtbaar), there will be no entitlement to this reimbursement.

C. Board Practices

Management Structure

We have a one-tier board structure, consisting of an executive director and non-executive directors.

Powers, Composition and Function

The number of executive and non-executive directors is determined by the board of directors. The board of directors consists of one executive director and eleven non-executive directors. The executive director, Mr. Clemmer, has been appointed as our chief executive officer.

The appointment of the directors will be made by our general meeting of stockholders upon a binding nomination of the board of directors. A resolution to appoint a director nominated by the board of directors is adopted by a simple majority of the votes cast. The

nomination shall state whether the director is proposed to be an executive or non-executive director. The general meeting of stockholders may at all times overrule the binding nature of such a nomination by a resolution adopted by at least a two thirds majority of the votes cast, provided such majority represents more than half of our issued share capital. The board of directors may then make a new nomination. If a nomination has not been made or has not been made in due time, this shall be stated in the notice and the general meeting of stockholders shall be free to appoint a director at its discretion. The latter resolution of the general meeting of stockholders must also be adopted by at least two thirds majority of the votes cast, provided such majority represents more than half of our issued share capital.

Under our articles of association and Dutch corporate law, the members of the board of directors are collectively responsible for the management, general and financial affairs and policy and strategy of our company. Our executive director will be responsible for the day-to-day management of the Company and for the preparation and execution of board resolutions, to the extent these tasks are not delegated to a committee of the board of directors. Our chief executive officer or all directors acting jointly may represent our company with third parties.

A conflict of interest between the Company and one or more of our directors is not expected to have any impact on the authority of directors to represent the Company. Under our board regulations, a conflict needs to be reported to the board of directors and the board of directors shall resolve on the consequences, if any. Dutch law, in case of a conflict, does not allow the directors concerned to participate in discussions or vote on such matters.

Our non-executive directors will supervise the executive director and our general affairs and provide general advice to the executive director. Furthermore the non-executive directors will perform such acts that are delegated to them pursuant to our articles of association or by our board regulation. One of the non-executive directors has been appointed as chairman of the board and another non-executive director has been appointed as vice-chairman of the board of directors.

Each director owes a duty to us to properly perform the duties assigned to him and to act in the corporate interest of our company. Under Dutch law, the corporate interest extends to the interests of all corporate stakeholders, such as stockholders, creditors, employees, customers and suppliers.

Our directors are appointed for one year and will be re-electable each year at the general meeting of stockholders. The members of our board of directors may be suspended or dismissed at any time by the general meeting of stockholders. A resolution to suspend or dismiss a director will have to be adopted by at least a two thirds majority of the votes cast, provided such majority represents more than half of our issued share capital and unless the proposal to suspend or dismiss a member of the board of directors is made by the board of directors itself, in which case resolutions shall be adopted by a simple majority of votes cast. Dutch law facilitates the suspension of executive directors by the board.

In the event that one or more directors are prevented from acting or in the case of a vacancy or vacancies for one or more directors, the board of directors remains properly constituted. The board of directors is expected to have the power, without prejudice to its responsibility, to cause our company to be represented by one or more attorneys. These attorneys shall have such powers as shall be assigned to them on or after their appointment and in conformity with our articles of association, by the board of directors.

The board of directors has adopted board regulations governing its performance, its decision making, its composition, the tasks and working procedure of the committees and other matters relating to the board of directors, the chief executive officer, the non-executive directors and the committees established by the board of directors. In accordance with our board regulations, resolutions of our board of directors will be adopted by a simple majority of votes cast in a meeting at which at least the majority of its members is present or represented. Each member of the board of directors has the right to cast one vote. In a tie vote, the proposal will be rejected.

Board Committees

While retaining overall responsibility, our board of directors has assigned certain of its tasks to permanent committees. Members of the permanent committees will be appointed by the board of directors. The board of directors will also determine the tasks of each committee. Our board of directors has established an audit committee and a nominating and compensation committee, each of which will have the responsibilities and composition described below:

•		*Audit Committee.* Our audit committee consists of five independent non-executive directors, Messrs. Goldman, Kaeser, Summe, and Dr. Helmes and Ms. Southern; all five members are independent directors under the Dutch corporate governance rules and under the NASDAQ and SEC audit committee structure and membership requirements. Mr. Goldman, who is appointed as chairman of the audit committee, qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K and as determined by our board of directors. Our audit committee assists the board of directors in supervising, monitoring and advising the board of directors on financial reporting, risk management, compliance with relevant legislation and regulations and our business code of conduct. It will oversee the preparation of our financial statements, our financial reporting process, our system of internal business controls and risk management, our internal and external audit process and our internal and external auditor’s qualifications, independence and performance. Our audit committee also reviews our annual and interim financial statements and other public disclosures, prior to publication. At least once per year, the non-executive directors who are part of the audit committee reports their findings to the plenary board of directors. Our audit committee also recommends to our stockholders the appointment of external auditors. The external auditor attends most meetings of the audit committee. The findings of the external auditor, the audit approach and the risk analysis are also discussed at these meetings.

•		*Nominating and Compensation Committee.* Our nominating and compensation committee consists of four non-executive directors, Sir Peter Bonfield and Messrs. Huth, Meurice and Smitham; all four members are independent directors under the Dutch corporate

governance rules and under the NASDAQ and SEC compensation committee structure and membership requirements. Mr. Meurice is appointed as chairman of this committee. The nominating & compensation committee determines selection criteria and appointment procedures for members of our board of directors, periodically assesses the scope and composition of our board of directors and evaluates the performance of its individual members. It is responsible for recommending to the board of directors the compensation package for our executive directors, with due observance of the remuneration policy adopted by the general meeting of stockholders. It reviews employment contracts entered into with our executive directors, makes recommendations to our board of directors with respect to major employment-related policies and oversees compliance with our employment and compensation-related disclosure obligations under applicable laws.

Limitation of Liability and Indemnification Matters

Unless prohibited by law in a particular circumstance, our articles of association require us to reimburse the members of the board of directors and the former members of the board of directors for damages and various costs and expenses related to claims brought against them in connection with the exercise of their duties. However, there shall be no entitlement to reimbursement if and to the extent that (i) a Dutch court has established in a final and conclusive decision that the act or failure to act of the person concerned may be characterized as willful ( opzettelijk ), intentionally reckless ( bewust roekeloos ) or seriously culpable ( ernstig verwijtbaar ) conduct, unless Dutch law provides otherwise or this would, in view of the circumstances of the case, be unacceptable according to standards of reasonableness and fairness, or (ii) the costs or financial loss of the person concerned are covered by an insurance and the insurer has paid out the costs or financial loss. We may enter into indemnification agreements with the members of the board of directors and our officers to provide for further details on these matters. We have purchased directors’ and officers’ liability insurance for the members of the board of directors and certain other officers, substantially in line with that purchased by similarly situated companies.

At present, there is no pending litigation or proceeding involving any member of the board of directors, officer, employee or agent where indemnification will be required or permitted. We are not aware of any threatened litigation or proceedings that might result in a claim for such indemnification.

Insofar as indemnification of liabilities arising under the Securities Act of 1933, as amended, may be permitted to members of the board of directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is therefore unenforceable.

D. Employees

As of December 31, 2016 we had 40,400 full-time equivalent employees. The following table indicates the % of full–time equivalent employees per geographic area:


	% as of December 31,
	2016		2015
Europe and Africa		18		20
Americas		15		16
Greater China		28		27
Asia Pacific		39		37

Total		100		100

We have not experienced any material strikes or labor disputes in the past. A number of our employees are members of a labor union. In various countries, local law requires us to inform and consult with employee representatives on matters relating to labor conditions. We consider our employee relations to be good.

E. Share Ownership

Information with respect to share ownership of members of our board of directors is included in Part I, Item 7. Major Shareholders and Related Party Transactions and notes 18 and 20 to our Consolidated Financial Statements, which are incorporated herein by reference. Information with respect to the grant of shares and stock options to employees is included in note 9 to our Consolidated Financial Statements which are incorporated herein by reference. In order to maintain a strong alignment between the interests of NXP’s management and our shareholders, we have adopted an equity ownership policy for the President/CEO and the other members of our management team. The number of shares to be maintained by the members of our management team increases each time our shares are being delivered upon the vesting of stock options or other rights to our shares. The management team members are required to maintain a certain number of our shares until the time that he or she is no longer employed by us.

Previous: Item 5. Operating and Financial Review and Prospects · Next: Item 7. Major Shareholders and Related Party Transactions

Item 6. Directors, Senior Management and Employees

Item 6. Directors, Senior Management and Employees

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