Philip Carter to return as CFO at Skyworks Solutions (NASDAQ: SWKS)

Rhea-AI Filing Summary

Skyworks Solutions is appointing Philip Carter as Senior Vice President and Chief Financial Officer, effective September 8, 2025, after its board approved his appointment on August 23, 2025. Carter previously worked at Skyworks as Vice President, Corporate Controller from 2017 to 2024 and most recently served as Corporate Vice President, Chief Accounting Officer at Advanced Micro Devices. His compensation package includes a $600,000 annual base salary, a target annual cash bonus equal to 100% of base salary, and an $800,000 signing bonus that is earned on the 24‑month anniversary of his start date if he remains employed.

He will receive a time‑based RSU award valued at $3,000,000 and a performance share award valued at $3,800,000, each converted into shares using the closing stock price on his start date. The RSUs vest over four years, while the performance shares vest based on absolute total shareholder return over a three‑year period from October 4, 2025 through September 29, 2028, subject to continued employment through November 11, 2028. Carter will also enter into a change‑in‑control and severance agreement providing cash severance, COBRA contributions and equity vesting or option exercise extensions if he is terminated under specified circumstances. He will replace Robert A. Schriesheim as principal financial and accounting officer, while Schriesheim continues as a board member.

Insights

Corporate governance and executive compensation analyst

Skyworks installs a former insider as CFO with a sizable, equity‑heavy pay package.

Skyworks Solutions is moving from an interim to a permanent finance leadership structure by appointing Philip Carter as Senior Vice President and Chief Financial Officer effective September 8, 2025. Carter brings both prior internal experience as former Vice President, Corporate Controller and external experience as Chief Accounting Officer at a large semiconductor peer, which can support continuity and sector‑specific financial expertise.

The compensation design combines cash and stock, with a $600,000 base salary, a target cash bonus equal to 100% of salary, and an $800,000 signing bonus that is only earned if he remains employed 24 months after his start date. Equity is a major component: time‑based RSUs valued at $3,000,000 and performance shares valued at $3,800,000 that vest based on absolute total shareholder return over a three‑fiscal‑year period ending September 29, 2028, which ties a large portion of value to long‑term stock performance.

The change‑in‑control and severance terms provide one and a half times salary plus a bonus measure, extended COBRA coverage, and equity vesting or option exercise extensions if he is terminated without cause or for good reason in connection with a change in control, and a year of salary continuation plus benefits and option exercise extensions for a qualifying termination outside a change in control. These protections are typical for senior finance roles and are clearly defined, but they also represent a meaningful commitment of potential future payments that investors may weigh against the benefits of securing experienced leadership.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

FAQ

Who is the new Chief Financial Officer of Skyworks Solutions (SWKS)?

Skyworks Solutions has appointed Philip Carter as Senior Vice President and Chief Financial Officer. He previously served as the company’s Vice President, Corporate Controller and most recently was Corporate Vice President, Chief Accounting Officer at Advanced Micro Devices.

When will Philip Carter’s appointment as CFO of Skyworks Solutions (SWKS) become effective?

Philip Carter’s appointment as Senior Vice President and Chief Financial Officer becomes effective on September 8, 2025, following his board appointment on August 23, 2025.

What are the key compensation terms for Skyworks Solutions’ new CFO Philip Carter?

Philip Carter will receive an annual base salary of $600,000, an annual cash incentive opportunity targeting 100% of base salary, and a signing bonus of $800,000 that is deemed earned on the 24‑month anniversary of his start date, subject to his continued employment.

What equity awards will Skyworks Solutions (SWKS) grant to its new CFO?

Skyworks will grant Philip Carter (i) an RSU award for shares equal to $3,000,000 divided by the closing stock price on his start date, vesting over four years, and (ii) a performance share award for shares equal to $3,800,000 divided by that price, vesting based on absolute total shareholder return over a three‑fiscal‑year period from October 4, 2025 to September 29, 2028, subject to continued employment through November 11, 2028.

What severance protections will Philip Carter have at Skyworks Solutions (SWKS)?

Under his Change in Control / Severance Agreement, if Philip Carter is terminated without cause or resigns for good reason in connection with a change in control, he will receive 1.5 times the sum of his annual base salary and a defined bonus measure, 18 months of COBRA contributions, and acceleration or extension of certain equity awards. If terminated without cause outside a change in control, he will receive 12 months of salary continuation plus any due cash bonus, 12 months of COBRA contributions, and extended time to exercise vested stock options.

What happens to Skyworks Solutions’ interim CFO after Philip Carter starts?

Robert A. Schriesheim, who has been serving as Interim Chief Financial Officer and as a board member, will cease serving as the company’s principal financial and principal accounting officer when Philip Carter’s employment begins, but he will continue as a member of the Board.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/25/2025 - 04:04 PM Learn about SEC filing dates

0000004127false00000041272025-08-232025-08-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 23, 2025

Skyworks Solutions, Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-05560			04-2302115
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)
5260 California Avenue						92617
Irvine, California
(Address of principal executive offices)						(Zip Code)

			(949)			231-3000
			(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.25 per share			SWKS			Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 25, 2025, Skyworks Solutions, Inc. (the “Company”) announced that Philip Carter will be re-joining the Company as Senior Vice President and Chief Financial Officer, effective as of September 8, 2025. The Company’s Board of Directors (the “Board”) appointed Mr. Carter to such roles on August 23, 2025.

Mr. Carter, 47, previously served as the Company’s Vice President, Corporate Controller, from February 2017 through November 2024. Since November 2024, he has been Corporate Vice President, Chief Accounting Officer, at Advanced Micro Devices, Inc., a high performance and adaptive computing leader. Mr. Carter is a certified public accountant and holds a B.S. in Accounting from California State University, Fullerton and an MBA from the University of Southern California.

In connection with his appointment, the Company and Mr. Carter entered into an offer letter (the “Offer Letter”) providing for an annual base salary of $600,000 and an annual cash incentive opportunity with a target amount of 100% of base salary. The Company also agreed to pay Mr. Carter a signing bonus of $800,000, which shall be deemed earned on the 24-month anniversary of Mr. Carter’s start date (the “Carter Start Date”), subject to his continued employment on such date. The Company has agreed to grant Mr. Carter (i) a Restricted Stock Unit (“RSU”) award for the number of shares that is calculated by dividing $3,000,000 by the closing price of the Company’s common stock on the Carter Start Date, which will be subject to time-based vesting over a period of four years with such vesting commencing on the Carter Start Date and (ii) a performance share award (“PSA”) for the number of shares that is calculated by dividing $3,800,000 by the closing price of the Company’s common Stock on the Carter Start Date. The PSA will vest based on the Company’s absolute level of achievement of total shareholder return over the three fiscal-year period starting on October 4, 2025 and ending on September 29, 2028, subject to Mr. Carter’s continued employment through November 11, 2028.

The Company and Mr. Carter will also enter into a Change in Control / Severance Agreement (the “Severance Agreement”) on or around the Carter Start Date. The Severance Agreement provides that in the event that Mr. Carter’s employment with the Company is terminated by the Company without cause or by Mr. Carter for good reason in connection with a change in control of the Company, Mr. Carter shall receive (a) a payment equal to one and a half times the sum of his annual base salary in effect immediately prior to the change in control plus the greater of (i) the average of the bonus payments he received for each of the three years prior to the year in which the change in control occurs and (ii) his target bonus for the fiscal year in which the change in control occurs, (b) contributions to COBRA coverage for a period of 18 months following the termination date and (c) acceleration of vesting of certain outstanding equity awards and, if applicable, an extension of the time period during which Mr. Carter may exercise vested stock options. The Severance Agreement also provides that if Mr. Carter’s employment with the Company is terminated by the Company without cause not in connection with a change in control of the Company, Mr. Carter shall receive (i) biweekly compensation continuation payments for a period of 12 months equal in total to Mr. Carter’s then-current annual base salary plus any cash bonus payments then due to Mr. Carter, (ii) contributions to COBRA coverage for a period of 12 months following the termination date, and (iii) an extension of the time period during which Mr. Carter may exercise vested stock options.

Mr. Carter will succeed Robert A. Schriesheim, a member of the Board who has served as the Company’s Interim Chief Financial Officer since May 2025. Mr. Carter will serve as the Company’s principal financial officer and principal accounting officer, and Mr. Schriesheim will cease serving in such roles, upon the commencement of Mr. Carter’s employment with the Company. Mr. Schriesheim will continue serving as a member of the Board. There are no family relationships between Mr. Carter and any director or executive officer of the Company, and Mr. Carter is not party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						Skyworks Solutions, Inc.
August 25, 2025			By:			/s/ Robert J. Terry
			Name:			Robert J. Terry
			Title:			Senior Vice President, General Counsel and Secretary