Skyworks Solutions (SWKS) 10-K/A risk factor changes: FY2022 vs FY2021

For the fiscal year ended [removed: October 1, 2021][added: September 30, 2022]

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant (based on the closing price of the registrant’s common stock as reported on the Nasdaq Global Select Market on the last business day of the registrant’s most recently completed second fiscal quarter April [removed: 2, 2021)] [added: 1, 2022)] was approximately [removed: $30.9] [added: $21.3] billion.

The number of outstanding shares of the registrant’s common stock, par value $0.25 per share, as of January [removed: 21, 2022,] [added: 20, 2023,] was [removed: 166,691,622.][added: 158,974,105.]

This Amendment No. 1 amends the Annual Report on Form 10-K of Skyworks Solutions, Inc. (“Skyworks” or the “Company”), for the year ended [removed: October 1, 2021,] [added: September 30, 2022,] which was filed with the Securities and Exchange Commission (“SEC”) on November [removed: 24, 2021] [added: 23, 2022] (the “Original Filing”).

The Company is filing this Amendment No. 1 for the sole purpose of providing the information required in Part III of Form 10-K, as the Company’s [removed: 2022] [added: 2023] Annual Meeting of Stockholders is scheduled for May [removed: 11, 2022,] [added: 10, 2023,] and, accordingly, the Company’s Proxy Statement relating to such Annual Meeting will be filed after the date hereof.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

The following table sets forth for each director and executive officer of the Company his or her position with the Company as of January [removed: 21, 2022:][added: 20, 2023:]

| Liam K. Griffin, age [removed: 55,] [added: 56,] is Chairman, Chief Executive Officer and President of the Company. Prior to his appointment as Chairman of the Board in May 2021, Mr. Griffin had served as Chief Executive Officer and a director since May 2016 and as President since May 2014. He served as Executive Vice President and Corporate General Manager from November 2012 to May 2014, Executive Vice President and General Manager, High Performance Analog from May 2011 to November 2012, and Senior Vice President, Sales and Marketing from August 2001 to May 2011. Previously, Mr. Griffin was employed by Vectron International, a division of Dover Corp., as Vice President of Worldwide Sales from 1997 to 2001 and as Vice President of North American Sales from 1995 to 1997. | | | | | | Other Public Company Boards Current •National Instruments Corporation Past 5 Years •Vicor Corporation (until 2019) | | |

| Christine King, age [removed: 72,] [added: 73,] has been a director since 2014 and Lead Independent Director since 2019. Ms. King served as Executive Chairman of QLogic Corporation (a publicly traded developer of high performance server and storage networking connectivity products) from August 2015 until August 2016, when it was acquired by Cavium, Inc. Previously, she served as Chief Executive Officer of Standard Microsystems Corporation (a publicly traded developer of silicon-based integrated circuits utilizing analog and mixed-signal technologies) from 2008 until the company’s acquisition in 2012 by Microchip Technology, Inc. Prior to Standard Microsystems, Ms. King was Chief Executive Officer of AMI Semiconductor, Inc., a publicly traded company, from 2001 until it was acquired by ON Semiconductor Corp. in 2008. | | | | | | Other Public Company Boards Current •None Past 5 Years •Allegro MicroSystems, Inc. (until 2021) •IDACORP, Inc. (until 2021) •Cirrus Logic, Inc. (until 2018) | | |

| Alan S. Batey, age [removed: 58,] [added: 59,] has been a director since 2019. Mr. Batey served as Executive Vice President and President of North America for General Motors Company (a publicly traded automotive manufacturer), as well as the Global Brand Chief for Chevrolet, a division of General Motors Company, from 2014 until 2019. His career spans more than 39 years with General Motors where he held various senior management positions in operations, marketing, and sales around the world. | | | | | | Other Public Company Boards Current •None Past 5 Years •None | | |

| Kevin L. Beebe, age [removed: 62,] [added: 63,] has been a director since 2004. He has been President and Chief Executive Officer of 2BPartners, LLC (a partnership that provides strategic, financial, and operational advice to private equity investors and management) since 2007. In 2014, Mr. Beebe became a founding partner of Astra Capital Management (a private equity firm based in Washington, D.C.). Previously, beginning in 1998, he was Group President of Operations at ALLTEL Corporation (a telecommunications services company). | | | | | | Other Public Company Boards Current •SBA Communications Corporation •Frontier Communications Parent, Inc. (formerly Frontier Communications [removed: Corporation)] [added: Corporation), Lead Independent Director] Past 5 Years •Altimar Acquisition Corporation (until 2021) •Altimar Acquisition Corp. II (until 2021) •NII Holdings, Inc. (until 2019) | | |

| David P. McGlade, age [removed: 61,] [added: 62,] has been a director since 2005. He [removed: serves] [added: served] as Chairman of the Board of Intelsat S.A. (a publicly traded worldwide provider of satellite communication [removed: services), a position he has held since] [added: services) from] April [removed: 2013.] [added: 2013 to February 2022.] Mr. McGlade served as Executive Chairman of Intelsat from April 2015 to March 2018, prior to which he served as Chairman and Chief Executive Officer. Mr. McGlade joined Intelsat in April 2005 and was the Deputy Chairman of Intelsat from August 2008 until April 2013. Previously, Mr. McGlade served as an Executive Director of mmO2 PLC and as the Chief Executive Officer of O2 UK (a subsidiary of mmO2), a position he held from October 2000 until March 2005. | | | | | | Other Public Company Boards Current [removed: •Intelsat S.A.] [added: •None] Past 5 Years [removed: •None] [added: •Intelsat S.A. (until 2022)] | | |

Qualifications: We believe that Mr. McGlade’s qualifications to serve as a director include his significant operational, strategic, and financial acumen, as well as his knowledge about global capital markets, developed over [removed: more than three] [added: nearly four] decades of experience in the telecommunications business.

| Robert A. Schriesheim, age [removed: 61,] [added: 62,] has been a director since 2006. He [removed: currently serves as] [added: has been] chairman of Truax Partners LLC (a consulting [removed: firm).] [added: firm) since 2018.] He served as Executive Vice President and Chief Financial Officer of Sears Holdings Corporation (a publicly traded nationwide retailer) from August 2011 to October 2016. From January 2010 to October 2010, Mr. Schriesheim was Chief Financial Officer of Hewitt Associates, Inc. (a global human resources consulting and outsourcing company that was acquired by Aon Corporation). From October 2006 until December 2009, he was the Executive Vice President and Chief Financial Officer of Lawson Software, Inc. (a publicly traded ERP software provider). | | | | | | Other Public Company Boards Current •Houlihan Lokey, [removed: Inc.] [added: Inc., Lead Independent Director] Past 5 Years •Frontier Communications Corporation (until 2021) •NII Holdings, Inc. (until 2019) •Forest City Realty Trust (until 2018) | | |

Qualifications: We believe that Mr. Schriesheim’s qualifications to serve as a director include his extensive knowledge of the capital markets and corporate financial capital structures, his expertise evaluating and structuring [added: merger and acquisition transactions within the technology sector, and his experience gained through leading companies through major strategic and financial corporate transformations.]

Qualifications: We believe that Ms. [removed: Stevenson’s] [added: McBride’s] qualifications to serve as a director include her extensive [removed: senior management experience in the semiconductor and technology industries] [added: strategy] and [removed: her] [added: operations] expertise [removed: on best practices] [added: developed through twenty-five years of experience] within [removed: information systems and operational risk management.][added: the wireless technology industry.]

Each of our directors will serve until the [removed: 2022] [added: 2023] Annual Meeting of Stockholders and until their successors are elected and qualified or until their earlier resignation or removal.

Bori, age [removed: 51,] [added: 52,] joined the Company in July 2013 and has served as Senior Vice President, Sales and Marketing, since November 2017.

Durham, age [removed: 53,] [added: 54,] joined the Company in April 2018 and is Senior Vice President, Human Resources.

Reza Kasnavi, age [removed: 48,] [added: 49,] joined the Company in 2010 and has served as Senior Vice President, Technology and Manufacturing, since November 2019.

He previously served as Vice President and General Manager, Open Market Platforms, from November 2012 to September 2018 and as [removed: the] Vice President, Central Engineering and Quality, from September 2018 to November 2019.

[added: Prior to joining Skyworks, Dr. Kasnavi spent 10 years as an investor and] executive with Tallwood Venture Capital (an investment firm focused on semiconductor-related technologies and markets), holding various leadership positions at several Tallwood portfolio companies including Sequoia Communications.

Kris Sennesael, age [removed: 53,] [added: 54,] joined the Company in August 2016 and is Senior Vice President and Chief Financial Officer.

Terry, age [removed: 55,] [added: 56,] joined the Company in 2003 and has served as Senior Vice President, General Counsel and Secretary since November 2017.

[removed: Furey,] [added: McGlade (Chairman),] Christine King, and Robert A.

| Eric J. Guerin | | | | | | Director | | |

| Suzanne E. McBride | | | | | | Director | | |

| Eric J. Guerin, age 51, has been a director since 2022. He currently serves as Senior Vice President-Finance, and on March 1, 2023 he will assume the role of Senior Vice President and Chief Financial Officer, of Veritiv Corporation (a publicly traded provider of packaging and hygiene products). Previously, he served as Executive Vice President and Chief Financial Officer of CDK Global Inc. (a formerly publicly traded provider of integrated technology solutions to the automotive industry) from 2021 to 2022. From 2016 to 2021, he served as Division Vice President and sector Chief Financial Officer at Corning Glass Technologies, a division of Corning, Inc. Previously, he served in financial leadership roles with Flowserve Corporation, Novartis Corporation, Johnson & Johnson Services Inc., and AstraZeneca PLC. | | | | | | Other Public Company Boards Current •None Past 5 Years •Natus Medical Incorporated (until 2022) | | |

Qualifications: We believe that Mr. Guerin’s qualifications to serve as a director include his financial and operational expertise, together with his extensive engagements within Asia-Pacific markets.

| Suzanne E. McBride, age 54, has been a director since 2022. Ms. McBride serves as Chief Operations Officer for Iridium Communications Inc. (a publicly traded operator of a global satellite communications network). Prior to rejoining Iridium in February 2019, where she had previously served from 2007 to 2016 in various leadership roles, Ms. McBride served from June 2016 to January 2019 as Senior Vice President and Chief Operations Officer for OneWeb (a privately held company building a space-based global communications network that filed a voluntary petition for Chapter 11 bankruptcy protection on March 27, 2020). Earlier in her career, she held a series of increasingly senior positions in technology and operations with Motorola Solutions, Inc. (a publicly traded telecommunications company) and General Dynamics Corporation (a publicly traded aerospace and defense company). | | | | | | Other Public Company Boards Current •Iridium Communications Inc. Past 5 Years •None | | |

Mr. Sennesael currently serves on the board of directors of Maxeon Solar Technologies, Ltd. (a publicly traded manufacturer and provider of solar energy products).

| Timothy R. Furey | | | | | | Director | | |

| Kimberly S. Stevenson | | | | | | Director | | |

| Timothy R. Furey, age 63, has been a director since 1998. He has been Chief Executive Officer of Integrated Smart Solutions (a provider of cloud-based IoT data analytics and energy management services for global commercial real estate investors and property management firms) since 2020. He also serves as Chairman of the Board of MarketBridge (a provider of digital marketing and predictive analytics solutions for enterprise technology, financial services, and consumer media companies). Mr. Furey founded MarketBridge and served as its Chief Executive Officer from 2000 to 2020. He is also Managing Partner of Decision Technology Group (an advisor of and investor in data-driven technology startups). | | | | | | Other Public Company Boards Current •None Past 5 Years •None | | |

Qualifications: We believe that Mr. Furey’s qualifications to serve as a director include his experience as Chief Executive Officer of MarketBridge, as well as his engagements with MarketBridge’s clients (many of which are Fortune 1000 companies), which provide him with a broad range of knowledge regarding business operations and growth strategies.

merger and acquisition transactions within the technology sector, and his experience gained through leading companies through major strategic and financial corporate transformations.

| Kimberly S. Stevenson, age 59, has been a director since 2018. From January 2020 to August 2021, Ms. Stevenson served as Senior Vice President and General Manager, Foundational Data Services Business Unit, at NetApp, Inc. (a publicly traded provider of cloud data services). From February 2019 to January 2020, she was a venture partner at RIDGE-LANE Limited Partners (a strategic advisory and venture development firm). Previously, Ms. Stevenson served as Senior Vice President and General Manager, Data Center Products and Solutions, at Lenovo Group Ltd. (a publicly traded manufacturer of personal computers, data center equipment, smartphones, and tablets) from May 2017 to October 2018. From September 2009 to February 2017, she served as a Corporate Vice President at Intel Corporation (a publicly traded semiconductor designer and manufacturer), holding various positions including Chief Operating Officer for the Client and Internet of Things Businesses and Systems Architecture Group from September 2016 to February 2017, Chief Information Officer from February 2012 to August 2016, and General Manager, IT Operations and Services, from September 2009 to January 2012. | | | | | | Other Public Company Boards Current •Mitek Systems, Inc. Past 5 Years •Boston Private Financial Holdings (until 2021) | | |

Prior to joining Skyworks, Dr. Kasnavi spent 10 years as an investor and

McGlade (Chairman), Timothy R.

This Compensation Discussion and Analysis section discusses the compensation policies and programs for our Chief Executive Officer, our Chief Financial Officer, and our three next most highly paid executive officers during our fiscal year ended [removed: October 1, 2021] [added: September 30, 2022] (“fiscal year [removed: 2021”),] [added: 2022”),] as determined under the rules of the SEC.

We refer to this group of executive officers as our “Named Executive Officers.” For fiscal year [removed: 2021,] [added: 2022,] our Named Executive Officers were:

Bori, Senior Vice President, Sales and Marketing; [added: and]

Terry, Senior Vice President, General Counsel and [removed: Secretary; and][added: Secretary.]

[removed: Durham,] [added: |] Senior Vice President, [removed: Human Resources.][added: | | | | | | | | | | | | | | | | | | | | |]

Our Company management held subsequent engagement meetings with stockholders representing approximately [removed: 39% of the Company’s shares outstanding, including eight of our ten largest stockholders, with Ms. King joining more than a dozen meetings with stockholders representing approximately 34%] [added: 7%] of the Company’s shares outstanding.

After considering this input from our stockholders, as well as evaluating practices related to executive compensation by public companies generally, and our peer group specifically, our Compensation Committee [removed: committed to several key responsive changes to] [added: determined that in general,] the Company’s [added: existing executive] compensation [removed: program.][added: policies and plan designs remained appropriate and in the best interests of the Company and its stockholders.]

Company management also purchases published compensation and benefits surveys from Aon/Radford, and on occasion engages certain affiliates of [removed: Aon/][added: Aon/Radford in various jurisdictions for services unrelated to executive compensation and benefits, engagements for which the Company’s management has not sought the Compensation Committee’s approval.]

The fees paid to Aon/Radford and its affiliates in fiscal year [removed: 2021] [added: 2022] for these surveys and additional services did not exceed $120,000.

The Compensation Committee annually compares the components and amounts of compensation that we provide to our Chief Executive Officer and each of the other Named Executive Officers with “Comparator Group” data for each position and uses this comparison data to help inform its review and determination of base salaries, short-term incentives, and long-term stock-based compensation awards, as discussed in further detail below under “*Components of Compensation*.” For fiscal year [removed: 2021,] [added: 2022,] the Compensation Committee approved Comparator Group data consisting of a 50/50 blend of (i) Aon/Radford survey data of semiconductor companies (where sufficient data was not available in the Aon/Radford semiconductor survey data for a given executive position, the Comparator Group data also included survey data regarding high-technology companies), and (ii) data from the group of [removed: 16] [added: 15] publicly traded semiconductor companies listed below.

| Peer Group for Fiscal Year [removed: 2021] [added: 2022] Compensation [removed: (1)] [added: (“FY22 Peer Group”)] | | | | | | | | | | | |

| [removed: Advanced Micro Devices | | |] KLA Corporation | | | Microchip Technology | | | Qorvo | | | [added: Xilinx | | |]

| [removed: Analog Devices | | |] Lam Research | | | Micron Technology | | | QUALCOMM | | | [added: | | |]

| [removed: Broadcom] [added: Analog Devices] | | | Maxim Integrated Products | | | ON Semiconductor | | | [removed: Xilinx] [added: Western Digital] | | |

[removed: (1)] For the Company’s fiscal year 2022 compensation program, we made adjustments to our peer group [added: from the prior fiscal year] to improve [removed: comparability.][added: comparability, in part in response to stockholder feedback.]

Specifically, we removed Applied Materials, Broadcom, and NVIDIA, all of which [removed: are] [added: were] significantly larger than the Company, as measured by multiple factors including market capitalization and annual revenue, and added Western Digital and NXP Semiconductors, both of which [removed: are] [added: were] more comparable in size to the Company.

After reviewing the Comparator Group data and considering the input of Aon/Radford, the Compensation Committee established (and the full Board [removed: of Directors] was advised of) the base salary, short-term incentive target, and stock-based compensation for each Named Executive Officer for fiscal year [removed: 2021.][added: 2022.]

Aon/Radford advised the Compensation Committee that such components of executive compensation for fiscal year [removed: 2021] [added: 2022] were competitive for chief executive officers and other executive officers at companies of similar size and complexity in the semiconductor industry.

In determining the compensation of our Chief Executive Officer for fiscal year [removed: 2021,] [added: 2022,] the Compensation Committee focused on (i) competitive levels of compensation for chief executive officers who are leading a company of similar size and complexity, (ii) the importance of retaining and incentivizing a chief executive officer with the strategic, financial, and leadership skills necessary to ensure our continued growth and success, (iii) our Chief Executive Officer’s role relative to the other Named Executive Officers, (iv) input from the full Board [removed: of Directors] on our Chief Executive Officer’s performance, and (v) the length of our Chief Executive Officer’s service to the Company.

For fiscal year [removed: 2021,] [added: 2022,] the Compensation Committee sought to make decisions that would result in each Named Executive Officer’s target total direct compensation being competitive within the Comparator Group, with consideration given to the executive’s role, responsibility, performance, and length of service.

[removed: Salary] [added: The base salary] increases [added: for fiscal year 2022 for each Named Executive Officer, as reflected in the table below,] were based on the market-based salary adjustments recommended by Aon/Radford as well as recommendations by the Chief Executive Officer (for Named Executive Officers other than himself).

| | | | [removed: FY2021] [added: FY2022] Base Salary ($) | | | [removed: FY2020] [added: FY2021] Base Salary ($) | | | [added: Increase (%) | | |]

| Liam K. Griffin | | | [added: 1,130,000 | | |] 1,075,000 | | | [removed: 1,029,000] [added: 5.1%] | | |

| Kris Sennesael | | | [added: 588,000 | | |] 560,000 | | | [removed: 530,000] [added: 5.0%] | | |

| Carlos S. Bori | | | [added: 520,000 | | |] 475,000 | | | [removed: 457,000] [added: 9.5%] | | |

| Robert J. Terry | | | [added: 522,000 | | |] 492,000 | | | [removed: 473,000] [added: 6.1%] | | |

[added: After reviewing Comparator Group data, the] Compensation Committee determined that the target incentive under the Incentive Plan, as a percentage of base salary, for each of the Named Executive Officers should not be changed, as compared to the target incentives under the prior year’s short-term incentive plan.

The following table shows the range of short-term incentive compensation that each Named Executive Officer could earn in fiscal year [removed: 2021] [added: 2022] as a percentage of such executive officer’s annual base salary.

In December [removed: 2020] [added: 2021] and May [removed: 2021,] [added: 2022,] the Compensation Committee established performance goals for the applicable semi-annual performance period, with each executive eligible to earn up to half of his or her annual short-term incentive compensation with respect to each six-month period.

Payments under the Incentive Plan were based on achieving revenue and non-GAAP [removed: EBITDA] [added: operating income] performance goals, each of which was weighted at 50% for each respective performance period.

[removed: EBITDA, for] [added: For] purposes of the [removed: non-GAAP] EBITDA [removed: performance goal, was] [added: margin percentile ranking metric, EBITDA margin is] calculated by [removed: adding depreciation and amortization to] [added: dividing EBITDA by revenue for] the [removed: Company’s] [added: applicable period, where EBITDA is defined as] non-GAAP operating income, [removed: as publicly reported in the Company’s earnings release] [added: plus depreciation and amortization,] for the applicable period.

The performance goals established under the Incentive Plan for fiscal year [removed: 2021] [added: 2022] were as follows:

| | | | Revenue | | | | | | Non-GAAP [removed: EBITDA] [added: Operating Income] | | | | | |

The Incentive Plan stipulated that payouts to executives following the end of the fiscal year, under either of the [removed: performance] metrics, were conditioned upon the Company achieving full-year non-GAAP operating income of [removed: $650 million, which is increased from the $500 million threshold that applied for the prior fiscal year.][added: $1.1 billion.]

[removed: Non-GAAP] [added: The non-GAAP] operating [removed: income, for purposes of the Incentive Plan,] [added: income performance goal] is based on the Company’s publicly disclosed non-GAAP operating [removed: income—which is calculated by excluding from GAAP operating income share-based compensation expense; acquisition-related expenses; amortization of acquisition-related intangibles; settlements, gains, losses, and impairments; restructuring-related charges; and certain deferred executive compensation—after] [added: income1 after] accounting for any incentive award payments, including those to be made under the Incentive Plan.

The Compensation Committee retained the discretion to make payments, upon consideration of recommendations by the Chief Executive Officer, even if the threshold performance [removed: metrics] [added: goals] were not met or if the nominal level of non-GAAP operating income was not met, or to make payments in excess of the maximum level if the Company’s performance exceeded the maximum [removed: metrics.][added: performance goals.]

For the first half of fiscal year [removed: 2021,] [added: 2022,] the Company’s revenue and non-GAAP [removed: EBITDA] [added: operating income] achieved were [removed: $2,682] [added: $2,846] million and [removed: $1,226] [added: $1,077] million, respectively, resulting in a short-term compensation award for each Named Executive Officer with respect to such performance period equal to his or her maximum payment level, or 200% of the target payment level.

A payment of the target amount was made to each Named Executive Officer in May [removed: 2021,] [added: 2022,] with the remainder held back for potential payment following the completion of the fiscal year.

For the second half of fiscal year [removed: 2021,] [added: 2022,] the Company’s revenue and non-GAAP [removed: EBITDA] [added: operating income] achieved were [removed: $2,367] [added: $2,640] million and [removed: $1,050] [added: $968] million, respectively, resulting in a short-term compensation award for each Named Executive Officer with respect to such performance period equal to [removed: his or her maximum payment level, or 200%] [added: 68%] of the target payment level.

In November [removed: 2021,] [added: 2022,] upon certifying that the nominal level of non-GAAP operating income had been achieved for the fiscal year, the Compensation Committee approved payment of the short-term incentive achieved with respect to the second performance period as well as payment of the remaining portion of the short-term incentive achieved with respect to the first performance period, which had been held back.

- Reza Kasnavi, Senior Vice President, Technology and Manufacturing;

At our 2022 Annual Meeting of Stockholders, approximately 86% of the votes cast approved our “say-on-pay” proposal.

We interpreted this as stockholders generally approving our compensation policies and determinations for our fiscal year ended October 1, 2021 (“fiscal year 2021”) and that they were generally pleased with the updates the Compensation Committee had made for fiscal year 2022, in part after considering input from stockholders following our 2021 Annual Meeting of Stockholders.

Following the 2022 Annual Meeting and through November 2022, we engaged in formal stockholder outreach, soliciting feedback from approximately 20 institutional stockholders representing approximately 41% of the Company’s shares outstanding.

Stockholders representing approximately 29% of the Company’s shares outstanding responded to the outreach, either with written feedback or declining the invitation to meet.

During these conversations, institutional stockholders expressed approval of the Company’s strategy, performance, and management.

In addition, they indicated support for the Company’s compensation policies and plan designs.

| Advanced Micro Devices | | | Marvell Technology | | | NXP Semiconductors | | | Texas Instruments | | |

| Reza Kasnavi (1) | | | 557,000 | | | 525,000 | | | 6.1% | | |

The Compensation Committee believes that pre-established performance goals under the Company’s short-term incentive compensation plan for executive officers should generally be measured over a one-year performance period.

Beginning with the Company’s fiscal year ended October 2, 2020 (“fiscal year 2020”) and continuing to the present, the Compensation Committee has established annual short-term compensation incentive plans with two six-month performance periods as a result of significant market uncertainties.

With respect to the Fiscal Year 2022 Executive Incentive Plan (the “Incentive Plan”) adopted by the Compensation Committee on December 15, 2021, the Compensation Committee determined that in light of continued uncertainties resulting from geopolitical concerns and global supply chain challenges affecting the Company and its customers, which made forecasting difficult, semi-annual performance periods would be appropriate for fiscal year 2022.

Nevertheless, when the Compensation Committee set the performance goals for the second half of fiscal year 2022 in May 2022, it adopted the performance goals discussed when the Incentive Plan was first implemented in December 2021.

The Compensation Committee has committed to returning to one-year performance periods for the short-term compensation incentive plan as soon as it determines that market conditions would allow the establishment of meaningful full-year performance goals.

As discussed above, for the second half of fiscal year 2022, the Compensation Committee adopted the performance goals discussed when the Incentive Plan was first implemented in December 2021.

The Compensation Committee made this decision despite expectations for revenue and non-GAAP operating income during the second half of fiscal year 2022 that were lower than the Company’s original operating plan.

This resulted in the performance goals being even more difficult to achieve.

| Threshold | | | $2,485 | | | $2,515 | | | $927 | | | $948 | | |

| Target | | | $2,715 | | | $2,750 | | | $1,027 | | | $1,053 | | |

| Maximum | | | $2,790 | | | $2,830 | | | $1,062 | | | $1,088 | | |

1 Non-GAAP operating income typically excludes from GAAP operating income the following: share-based compensation expense, acquisition-related expenses, amortization of acquisition-related intangibles, settlements, gains, losses, and impairments and restructuring-related charges.

| | | | Revenue | | | | | | Non-GAAP Operating Income | | | | | |

| Threshold | | | $2,485 | | | $2,515 | | | $927 | | | $948 | | |

| Target | | | $2,715 | | | $2,750 | | | $1,027 | | | $1,053 | | |

| Maximum | | | $2,790 | | | $2,830 | | | $1,062 | | | $1,088 | | |

| Achieved | | | $2,846 | | | $2,640 | | | $1,077 | | | $968 | | |

| Kris Sennesael | | | $4,025,000 | | | 15,064 | | | 10,043 | | |

| Reza Kasnavi | | | $3,910,000 | | | 14,634 | | | 9,756 | | |

| Carlos S. Bori | | | $3,910,000 | | | 14,634 | | | 9,756 | | |

| Robert J. Terry | | | $3,220,000 | | | 12,051 | | | 8,034 | | |

*FY22 PSAs*

| Target Level Shares with Respect to EBITDA Margin Percentile Ranking Metric (2) | | | 25% | | | Fiscal Years 2022- 2023 | | | 100% at the End of Year Two | | |

(2) The EBITDA margin percentile ranking metric measures the Company’s EBITDA margin achieved relative to the companies in our FY22 Peer Group during a two-year performance period comprising the Company’s fiscal years 2022 and 2023.

With respect to the Company and each FY22 Peer Group company, EBITDA and revenue are calculated based on publicly reported financial information for the applicable period (which for the FY22 Peer Group companies consists of the eight-quarter period that ends closest to, but not later than, October 1, 2023).2 When calculating the Company’s EBITDA margin, the impact of any acquisition or disposition occurring within the performance period is excluded if the revenue attributable to such acquisition or disposition exceeds $50 million during such period.

For purposes of the PSA award, TSR for the Company and for each company in the peer group is calculated using a starting price and ending price, which consist of the average of the closing prices for each trading day during the sixty (60) consecutive calendar days ending on, and including, the last trading day before the measurement period begins and the last trading day of the measurement period, respectively, assuming dividend reinvestment and adjusting for stock splits, as applicable.

Recognizing that a significant driver of long-term growth is our ability to identify and execute on emerging revenue growth opportunities, the Compensation Committee retained emerging revenue growth as a key metric and determined that 25% of the target value under the FY22 PSAs should continue to be measured based on a one-year performance period.

In light of stockholder feedback following the 2021 Annual Meeting of Stockholders, the Compensation Committee determined that shares

2 When calculating the EBITDA margin percentile ranking, the performance of a company in the FY22 Peer Group will be included if during the performance period such company in the FY22 Peer Group publicly reports quarterly financial results for at least six consecutive quarters out of the eight applicable quarters.

earned pursuant to the emerging revenue growth metric would not vest until the two-year anniversary of the grant date.

For the FY22 PSAs, the Compensation Committee determined, in part in response to stockholder feedback, to replace the one-year design win metric used in PSAs granted in fiscal years 2020 and 2021 with a two-year EBITDA margin percentile ranking metric that measures our performance relative to our FY22 Peer Group.

- Karilee A.

In order to better understand the lack of broad stockholder support for the “say-on-pay” proposal at our 2021 Annual Meeting of Stockholders, the chairman of our Compensation Committee, Ms. King, took a leading role in our formal post-meeting stockholder outreach, in which we solicited feedback on our fiscal year 2020 compensation program from more than thirty of our largest institutional stockholders representing approximately 51% of the Company’s shares outstanding.

During these conversations, our institutional stockholders generally expressed support for the Company’s strategy, performance, and management, with most stockholders who had voted against the “say-on-pay” proposal noting that such opposition had been primarily in response to the one-time stock-based compensation awards made to the Named Executive Officers in November 2019 to address significant retention concerns.

Many stockholders, while supporting the majority of the Company’s compensation policies, nonetheless suggested modifications to specific plan designs, including to the metrics and performance periods under the Company’s long-term stock-based compensation program.

The following changes were adopted after the conclusion of the Company’s fiscal year 2021, which is described in this “*Compensation Discussion and Analysis*” section, and therefore generally apply beginning with the Company’s fiscal year 2022 compensation program:

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| November 2019 One-Time Awards | | | No one-time awards granted to Named Executive Officers in 2020 or 2021 and no future one-time grants anticipated | | |

| Long-Term Equity: FY 2022 Performance Share Award Design | | | Transitioned from design win metric (non-disclosable) to relative EBITDA margin metric (disclosable) | | |

| Extended performance period to two years for relative EBITDA margin metric | | | | | |

| Extended vesting period to two years for one-year emerging revenue growth metric | | | | | |

| Set target performance at 55th percentile of peer group for both relative EBITDA margin and total stockholder return (“TSR”) metrics | | | | | |

| Compensation Peer Group | | | Adjusted peer group to remove certain large comparator companies and improve comparability | | |

| Clawback Policy | | | Committed to adopting comprehensive clawback policy to align with forthcoming SEC rulemaking | | |

Radford in various jurisdictions for services unrelated to executive compensation and benefits, engagements for which the Company’s management has not sought the Compensation Committee’s approval.

Our selected peer group for fiscal year 2021 remained unchanged from that used by the Compensation Committee for the prior fiscal year.

| Applied Materials | | | Marvell Technology | | | NVIDIA | | | Texas Instruments | | |

________________________

The base salary for fiscal year 2021 for each Named Executive Officer, as reflected in the table below, increased on average 4.5% from the Named Executive Officer’s base salary in fiscal year 2020, with increases ranging from 3.9% to 5.7%.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Karilee A. Durham | | | 450,000 | | | 432,000 | | |

The Fiscal Year 2021 Executive Incentive Plan (the “Incentive Plan”) adopted by the Compensation Committee on December 14, 2020, was based on the Company’s achievement of corporate performance goals established on a semi-annual basis during fiscal year 2021.

Consistent with the plan structure from the prior fiscal year, the Incentive Plan was established with two six-month performance periods.

The Compensation Committee determined that semi-annual performance periods remained appropriate for fiscal year 2021 in light of continued uncertainties related to the COVID-19 pandemic.

As with the prior year, this approach proved to be appropriate for fiscal year 2021, as the performance goals set by the Compensation Committee for the second performance period, as discussed below, reflected a significantly improved business outlook that resulted from greater-than-expected increases in overall demand for our wireless connectivity products.

After reviewing Comparator Group data, the

The threshold level performance goals established by the Compensation Committee under the Incentive Plan in each case exceeded the Company’s actual performance during the corresponding performance period during the prior fiscal year.

The performance goals established for the second half of fiscal year 2021 were based on the Company’s outlook in May 2021 for the remainder of the fiscal year, which included expectations for revenue and non-GAAP EBITDA that were significantly higher than the Company’s original operating plan, resulting in an upward adjustment to the metrics from the preliminary metrics discussed in December 2020.

| Threshold | | | $1,700 | | | $2,018 | | | $730 | | | $855 | | |

| Target | | | $1,835 | | | $2,168 | | | $795 | | | $940 | | |

| Maximum | | | $1,900 | | | $2,318 | | | $825 | | | $1,025 | | |

In determining the Company’s performance for the second half of fiscal year 2021, the Company excluded all impacts to revenue and non-GAAP EBITDA resulting from the acquisition in July 2021 of Silicon Labs’ Infrastructure and Automotive business.

| Achieved | | | $2,682 | | | $2,367 | | | $1,226 | | | $1,050 | | |

| Liam K. Griffin | | | $11,000,000 | | | 45,874 | | | 30,583 | | |

| Kris Sennesael | | | $3,400,000 | | | 14,179 | | | 9,452 | | |

| Carlos S. Bori | | | $2,900,000 | | | 12,094 | | | 8,062 | | |

| Robert J. Terry | | | $2,700,000 | | | 11,260 | | | 7,506 | | |

| Karilee A. Durham | | | $1,900,000 | | | 7,923 | | | 5,282 | | |

*FY21 PSAs*

To the Company’s knowledge, the following table sets forth the beneficial ownership of the Company’s common stock as of January [removed: 21, 2022,] [added: 20, 2023,] by the following individuals or entities: (i) each person or entity who beneficially owns five percent (5%) or more of the outstanding shares of the Company’s common stock as of January [removed: 21, 2022;] [added: 20, 2023;] (ii) the Named Executive Officers (as defined above in Item 11 “*Executive Compensation*”); (iii) each director and nominee for director; and (iv) all current executive officers and directors of the Company, as a group.

As of January [removed: 21, 2022,] [added: 20, 2023,] there were [removed: 166,691,622] [added: 158,974,105] shares of the Company’s common stock [removed: issued and] outstanding.

In computing the number of shares of Company common stock beneficially owned by a person and the percentage ownership of that person, shares of Company common stock that are subject to stock options or other rights held by that person that are currently exercisable or that will become exercisable within sixty (60) days of January [removed: 21, 2022,] [added: 20, 2023,] are deemed outstanding.

| The Vanguard Group, Inc. | | | [removed: 17,911,518(3)] [added: 17,932,949(3)] | | | [removed: 10.75%] [added: 11.28%] | | |

| Alan S. Batey | | | [removed: 3,821] [added: 5,745] | | | (*) | | |

| Kevin L. Beebe | | | [removed: 56,870] [added: 54,806] | | | (*) | | |

| Carlos S. Bori | | | [removed: 25,818(5)] [added: 35,604(5)] | | | (*) | | |

| Christine King | | | [removed: 17,995] [added: 19,079] | | | (*) | | |

| David P. McGlade | | | [removed: 39,932] [added: 41,016] | | | (*) | | |

| Robert A. Schriesheim | | | [removed: 80,418] [added: 82,336] | | | (*) | | |

| Robert J. Terry | | | [removed: 9,177(5)] [added: 14,122(5)] | | | (*) | | |

| All current directors and executive officers as a group (13 persons) | | | [removed: 521,189(5)] [added: 544,543(5)] | | | (*) | | |

(2) Includes the number of shares of Company common stock subject to stock options held by that person that are currently exercisable or will become exercisable within sixty (60) days of January [removed: 21, 2022] [added: 20, 2023] (the “Current Options”), as follows: Mr. Griffin—13,211 shares under Current Options; Mr. Sennesael—52,770 shares under Current Options; [removed: Mr. Terry—502 shares under Current Options;] current directors and executive officers as a group (13 [removed: persons)—66,483] [added: persons)—65,981] shares under Current Options.

The table does not reflect the number of shares of [added: Company common stock to be issued pursuant to]

[removed: Company common stock to be issued pursuant to] unvested restricted stock units (the “Unvested RSUs”) and earned, but unissued, performance share awards subject to time-based vesting only (the “Unvested PSAs”) that are not scheduled to vest within sixty (60) days of January [removed: 21, 2022,] [added: 20, 2023,] as follows: Mr. [removed: Batey—1,924] [added: Batey—1,900] shares under Unvested RSUs; Mr. [removed: Beebe—1,084] [added: Beebe—1,900] shares under Unvested RSUs; Mr. [removed: Bori—24,539] [added: Bori—31,722] shares under Unvested RSUs and [removed: 20,680] [added: 14,634] shares under Unvested PSAs; [removed: Ms. Durham—18,815] [added: Mr. Guerin—3,240] shares under Unvested [removed: RSUs and 12,137] [added: RSUs; Mr. Griffin—107,930] shares under Unvested [removed: PSAs; Mr. Furey—1,084] [added: RSUs and 47,720] shares under Unvested [removed: RSUs;] [added: PSAs;] Mr. [removed: Griffin—87,108] [added: Kasnavi—32,278] shares under Unvested RSUs and [removed: 70,656] [added: 14,634] shares under Unvested PSAs; Ms. [removed: King—1,084] [added: King—1,900] shares under Unvested RSUs; [added: Ms. McBride—3,248 shares under Unvested RSUs;] Mr. [removed: McGlade—1,084] [added: McGlade—1,900] shares under Unvested RSUs; Mr. [removed: Schriesheim—1,084] [added: Schriesheim—1,900] shares under Unvested RSUs; Mr. [removed: Sennesael—27,002] [added: Sennesael—32,191] shares under Unvested RSUs and [removed: 22,152] [added: 15,064] shares under Unvested PSAs; [removed: Ms. Stevenson—1,084 shares under Unvested RSUs;] Mr. [removed: Terry—20,986] [added: Terry—26,937] shares under Unvested RSUs and [removed: 17,679] [added: 12,051] shares under Unvested PSAs; current directors and executive officers as a group (13 [removed: persons)—211,404] [added: persons)—264,620] shares under Unvested RSUs and [removed: 164,818] [added: 112,280] shares under Unvested PSAs.

(3) Consists of shares beneficially owned by The Vanguard Group, Inc. (“Vanguard”), which has sole voting power with respect to zero shares, shared voting power with respect to [removed: 272,990] [added: 269,138] shares, sole dispositive power with respect to [removed: 17,183,878] [added: 17,259,548] shares, and shared dispositive power with respect to [removed: 727,640] [added: 673,401] shares.

With respect to the information relating to Vanguard, we have relied on information [removed: supplied] [added: disclosed] by Vanguard on a Schedule 13G/A filed with the SEC on February 10, [removed: 2021.][added: 2022.]

In its capacity as a parent holding company or control person, BlackRock has sole voting power with respect to [removed: 13,187,489] [added: 12,652,553] shares and sole dispositive power with respect to [removed: 15,290,274] [added: 14,307,628] shares which are held by the following of its subsidiaries: BlackRock Life Limited, BlackRock [removed: International Limited, BlackRock] Advisors, LLC, [added: Aperio Group, LLC,] BlackRock (Netherlands) B.V., BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Japan Co., Ltd., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock Asset Management Deutschland AG, BlackRock (Luxembourg) S.A., BlackRock Investment Management (Australia) Limited, BlackRock Advisors (UK) Limited, BlackRock Fund Advisors, BlackRock Asset Management North Asia Limited, BlackRock (Singapore) Limited, and BlackRock Fund Managers Ltd. With respect to the information relating to BlackRock and its affiliated entities, we have relied on information [removed: supplied] [added: disclosed] by BlackRock on a Schedule 13G/A filed with the SEC on February 1, [removed: 2021.][added: 2022.]

(5) Includes shares held in the Company’s 401(k) Savings and Investment Plan as of January [removed: 21, 2022.][added: 20, 2023.]

As of [removed: October 1, 2021,] [added: September 30, 2022,] the Company has the following equity compensation plans under which its equity securities were authorized for issuance to its employees and/or directors:

The following table presents information about these plans as of [removed: October 1, 2021.][added: September 30, 2022.]

| Equity compensation plans [added: not] approved by security holders | | | [removed: 187,254(1)] [added: —] | | | [removed: 74.68] [added: —] | | | [removed: 15,929,067(2)] [added: 268,285(3)] | | |

| Equity compensation plans [removed: not] approved by security holders | | | [removed: —] [added: 97,639(1)] | | | [removed: —] [added: 75.22] | | | [removed: 344,841(3)] [added: 13,790,513(2)] | | |

(1) Excludes [removed: 1,774,893] [added: 1,570,792] unvested shares under restricted stock and RSU awards and [removed: 908,623] [added: 818,872] unvested shares under PSAs, which number assumes achievement of performance goals under outstanding PSAs at target levels.

(2) Includes [removed: 1,298,961] [added: 1,101.519] shares available for future issuance under the 2002 Employee Stock Purchase Plan, [removed: 14,048,425] [added: 12,131,296] shares available for future issuance under the 2015 Long-Term Incentive Plan, and [removed: 581,681] [added: 577,699] shares available for future issuance under the 2008 Director Long-Term Incentive Plan.

Under the plan, eligible employees may purchase common stock through payroll deductions of up to 10% of [added: compensation, and effective as of the offering period starting in February 2023, eligible employees may purchase common stock through payroll deductions of up to 15% of eligible] compensation.

| BlackRock, Inc. | | | 14,307,628(4) | | | 9.0% | | |

| Eric J. Guerin | | | — | | | (*) | | |

| Liam K. Griffin | | | 114,641(5) | | | (*) | | |

| Reza Kasnavi | | | 20,686 | | | (*) | | |

| Suzanne E. McBride | | | — | | | (*) | | |

| Kris Sennesael | | | 140,364 | | | (*) | | |

| TOTAL | | | 97,639 | | | 75.22 | | | 14,058,798 | | |

| BlackRock, Inc. | | | 15,290,274(4) | | | 9.17% | | |

| Karilee A. Durham | | | 13,632 | | | (*) | | |

| Timothy R. Furey | | | 18,758 | | | (*) | | |

| Liam K. Griffin | | | 108,424(5) | | | (*) | | |

| Kris Sennesael | | | 129,189 | | | (*) | | |

| Kimberly S. Stevenson | | | 6,451 | | | (*) | | |

Vanguard Fiduciary Trust Company, a wholly owned subsidiary of Vanguard, is the beneficial owner of 193,126 shares as a result of its serving as investment manager of collective trust accounts.

Vanguard Investments Australia, Ltd., a wholly owned subsidiary of Vanguard, is the beneficial owner of 147,691 shares as a result of its serving as investment manager of Australian investment offerings.

| TOTAL | | | 187,254 | | | 74.68 | | | 16,273,908 | | |

*Certain Relationships and Related Transactions*: Other than compensation agreements and other arrangements which are described above in Item 11 “Executive Compensation,” since October [removed: 3, 2020,] [added: 2, 2021,] there has not been a transaction or series of related transactions to which the Company was or is a party involving an amount in excess of $120,000 and in which any director, executive officer, holder of more than five percent (5%) of any class of our voting securities, or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest.

McGlade, [added: and] Robert A.

[removed: Stevenson,] [added: Schriesheim,] do not have any relationships that would interfere with the exercise of independent judgment in carrying out their responsibilities as directors and that each such director is an independent director of the Company within the meaning of applicable Nasdaq Rules.

Beebe, Eric J.

Guerin, Christine King, Suzanne E.

McBride, David P.

Beebe, Timothy R.

Furey, Christine King, David P.

Schriesheim, and Kimberly S.

KPMG LLP [added: (Irvine, California, Auditor Firm ID: 185)] provided audit services to the Company consisting of the annual audit of the Company’s [removed: 2021] [added: 2022] consolidated financial statements contained in the Company’s Annual Report on Form 10-K and reviews of the financial statements contained in the Company’s Quarterly Reports on Form 10-Q for fiscal year [removed: 2021.][added: 2022.]

| Fee Category | | | Fiscal Year [removed: 2021] [added: 2022] ($) | | | % of Total (%) | | | Fiscal Year [removed: 2020] [added: 2021] ($) | | | % of Total (%) | | |

| Audit Fees(1) | | | [removed: 2,656,000] [added: 2,479,240] | | | [removed: 92.7] [added: 98.5] | | | [removed: 2,437,150] [added: 2,656,000] | | | [removed: 95.5] [added: 92.7] | | |

| Tax Fees(2) | | | [removed: 210,000] [added: 38,838] | | | [removed: 7.3] [added: 1.5] | | | [removed: 115,115] [added: 210,000] | | | [removed: 4.5] [added: 7.3] | | |

| Total Fees | | | [removed: 2,866,000] [added: 2,518,078] | | | 100 | | | [removed: 2,552,265] [added: 2,866,000] | | | 100 | | |

(1) Audit fees consist of fees for the audit of our annual financial statements, review of the interim financial statements included in our quarterly reports on Form 10-Q, statutory audits and related filings in various foreign locations, and audit procedures related to acquisition activity during fiscal years [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

Fiscal year [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] audit fees included fees for services incurred in connection with rendering an opinion under Section 404 of the Sarbanes-Oxley Act.

[removed: Fiscal] [added: Audit fees for fiscal] year 2021 [removed: and 2020 audit fees] also included fees for the review of registration statement auditor consents to incorporate by reference prior year financial statement opinions in Form [removed: S-3 and Form S-8 filings, respectively.][added: S-3.]

Tax compliance services, which primarily relate to the review of our U.S. tax [removed: returns,] [added: returns and certain trade and customs forms,] accounted for [removed: $210,000] [added: $38,838] and [removed: $104,615] [added: $210,000] of the total tax fees for fiscal years [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

The Audit Committee preapproved all audit and non-audit services provided by KPMG LLP during fiscal year [removed: 2021] [added: 2022] and fiscal year [removed: 2020.][added: 2021.]

| | | | Consolidated Statements of Operations for the three years ended [removed: October 1, 2021] [added: September 30, 2022] | | | Page 39 | | |

| | | | Consolidated Statements of Comprehensive Income for the three years ended [removed: October 1, 2021] [added: September 30, 2022] | | | Page 40 | | |

| | | | Consolidated Balance Sheets at [removed: October 1, 2021,] [added: September 30, 2022,] and October [removed: 2, 2020] [added: 1, 2021] | | | Page 41 | | |

| | | | Consolidated Statements of Cash Flows for the three years ended [removed: October 1, 2021] [added: September 30, 2022] | | | Page 42 | | |

| | | | Consolidated Statements of Stockholders’ Equity for the three years ended [removed: October 1, 2021] [added: September 30, 2022] | | | Page 43 | | |

| 10.5* | | | [Skyworks Solutions, Inc. Amended and Restated 2008 Director Long-Term Incentive Plan, as [removed: Amended](http://www.sec.gov/Archives/edgar/data/4127/000000412718000021/q218exhibit101amendedandre.htm)] [added: Amended](https://www.sec.gov/Archives/edgar/data/4127/000000412722000015/q222exhibit101-2008dltip.htm)] | | | 10-Q | | | 001-05560 | | | 10.1 | | | [removed: 5/4/2018] [added: 5/4/2022] | | | | | |

| 10.10* | | | [Form of Performance Share Agreement under the Company’s [added: Amended and Restated] 2015 Long-Term Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412715000027/exh103psaagreement.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/4127/000000412722000010/q122ex101_2015ltip-psaagre.htm)] | | | 10-Q | | | 001-05560 | | | [removed: 10.3] [added: 10.1] | | | [removed: 8/5/2015] [added: 2/4/2022] | | | | | |

| 10.11* | | | [Form of Restricted Stock Unit Agreement under the Company’s [added: Amended and Restated] 2015 Long-Term Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412715000027/exh104rsuagreement.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/4127/000000412722000010/q122ex102_2015ltip-rsuagre.htm)] | | | 10-Q | | | 001-05560 | | | [removed: 10.4] [added: 10.2] | | | [removed: 8/5/2015] [added: 2/4/2022] | | | | | |

| 10.12*^ | | | [Fiscal Year [removed: 2021] [added: 2022] Executive Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/4127/000000412721000013/q121exhibit101.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/4127/000000412722000010/q122exhibit103_skyworkseip.htm)] | | | 10-Q | | | 001-05560 | | | [removed: 10.1] [added: 10.3] | | | [removed: 1/29/2021] [added: 2/4/2022] | | | | | |

| 10.13* | | | [Skyworks Solutions, Inc. Cash Compensation Plan for [removed: Directors](https://www.sec.gov/Archives/edgar/data/4127/000000412720000027/q220exhibit101.htm)] [added: Directors](https://www.sec.gov/Archives/edgar/data/4127/000000412722000015/q222ex102-skyworkssolution.htm)] | | | 10-Q | | | 001-05560 | | | [removed: 10.1] [added: 10.2] | | | [removed: 5/5/2020] [added: 5/4/2022] | | | | | |

| [removed: 10.19] [added: 10.20] | | | [Debt Commitment Letter, dated as of April 22, 2021, by and between Skyworks Solutions, Inc., and JPMorgan Chase Bank, N.A](https://www.sec.gov/Archives/edgar/data/4127/000110465921053805/tm2113063d1_ex10-1.htm) | | | 8-K | | | 001-05560 | | | 10.1 | | | 4/22/2021 | | | | | |

| [removed: 10.20^] [added: 10.21^] | | | [Term Credit Agreement, dated as of May 21, 2021, among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as the administrative agent](https://www.sec.gov/Archives/edgar/data/4127/000110465921072130/tm2115447d6_ex10-1.htm) | | | 8-K | | | 001-05560 | | | 10.1 | | | 5/26/2021 | | | | | |

| [removed: 10.21^] [added: 10.22^] | | | [Revolving Credit Agreement, dated as of May 21, 2021, among the Company, the Borrowing Subsidiaries party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as the administrative agent](https://www.sec.gov/Archives/edgar/data/4127/000110465921072130/tm2115447d6_ex10-2.htm) | | | 8-K | | | 001-05560 | | | 10.2 | | | 5/26/2021 | | | | | |

| 21 | | | [Subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/4127/000000412721000058/fy2110k10121ex21.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/4127/000000412722000038/fy2210k93022ex21.htm)] | | | 10-K | | | 001-05560 | | | 21 | | | [removed: 11/24/2021] [added: 11/23/2022] | | | | | |

| 23.1 | | | [Consent of KPMG [removed: LLP](https://www.sec.gov/Archives/edgar/data/4127/000000412721000058/fy2110121ex231kpmgconsent.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/4127/000000412722000038/fy2293022ex231kpmgconsent.htm)] | | | 10-K | | | 001-05560 | | | 23.1 | | | [removed: 11/24/2021] [added: 11/23/2022] | | | | | |

| 31.1 | | | [Certification of the Company’s Chief Executive Officer pursuant to Securities and Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412721000058/fy2110k10121ex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412722000038/fy2210k93022ex311.htm)] | | | 10-K | | | 001-05560 | | | 31.1 | | | [removed: 11/24/2021] [added: 11/23/2022] | | | | | |

| 31.2 | | | [Certification of the Company’s Chief Financial Officer pursuant to Securities and Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412721000058/fy2110k10121ex312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412722000038/fy2210k93022ex312.htm)] | | | 10-K | | | 001-05560 | | | 31.2 | | | [removed: 11/24/2021] [added: 11/23/2022] | | | | | |

| 31.3 | | | [Certification of the Company’s Chief Executive Officer pursuant to Securities and Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412722000002/a10-1x2021x10kaexhibit313.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412723000005/fy2210kaexhibit313.htm)] | | | | | | | | | | | | | | | X | | |

| 31.4 | | | [Certification of the Company’s Chief Financial Officer pursuant to Securities and Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412722000002/a10-1x2021x10kaexhibit314.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412723000005/fy2210kaexhibit314.htm)] | | | | | | | | | | | | | | | X | | |

| 32.1 | | | [Certification of the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412721000058/fy2110k10121ex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412722000038/fy2210k93022ex321.htm)] | | | 10-K | | | 001-05560 | | | 32.1 | | | [removed: 11/24/2021] [added: 11/23/2022] | | | | | |

| 32.2 | | | [Certification of the Company’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412721000058/fy2110k10121ex322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/4127/000000412722000038/fy2210k93022ex322.htm)] | | | 10-K | | | 001-05560 | | | 32.2 | | | [removed: 11/24/2021] [added: 11/23/2022] | | | | | |

Date: January [removed: 28, 2022][added: 27, 2023]

| 10.19* | | | [Change in Control / Severance Agreement, dated November 9, 2016, between the Company and Reza Kasnavi](https://www.sec.gov/Archives/edgar/data/4127/000000412722000015/q222ex103-changeinctrlseve.htm) | | | 10-Q | | | 001-05560 | | | 10.3 | | | 5/4/2022 | | | | | |