ON SEMICONDUCTOR CORP ON

Nasdaq

Sources
27.3 Misaligned Little insider ownership or buying; insiders are not sharing outside shareholders' risk Automated score
ScoredOct 06, 2026
Proxy filed2026-04-02
Insider data throughOct 05, 2026
Price$85.93 on Oct 05, 2026
Methodology v2.0

Misaligned: insiders net sellers over 24 months, no insider buying in 5 years

Current directors and officers hold 0.51% of shares outstanding, worth $170.50M at $85.93. The CEO's stake is worth 75.5x their annual cash pay. Over the last 24 months insiders bought $0.00 in the open market and sold $11.71M outside 10b5-1 plans and $14.74M under them. No director or officer has bought shares in the open market in five years.

Strengths

  • CEO stake as a multiple of cash pay: 75.48x A
  • Stock-based compensation versus market value: 0.43% F
  • Diluted share count growth: -2.78 % a year F

Concerns

  • Price versus insider purchase cost: No open-market purchases in five years W
  • Purchased shares still held: No open-market purchases in five years W
  • CEO shares bought in the open market: 0% B

Component breakdown

Skin in the game 15 / 20

How much the CEO and the insider group own, measured from their own Form 4 holdings.

CEO stake as a multiple of cash pay A1 See the value and its source 12 / 12
Insider group ownership A2 See the value and its source 3 / 8
Bought, not granted 0 / 15

Whether insiders put their own money in through open-market purchases, or only hold what they were awarded.

CEO shares bought in the open market B1 See the value and its source 0 / 8
Insiders who bought in the open market B2 See the value and its source 0 / 7
Above or below water 0 / 30

Where today's price sits against what insiders paid in the open market, and whether they still hold those shares. A price below insider cost is a better entry than insiders got.

Price versus insider purchase cost W1 Free preview No open-market purchases in five years No open-market purchases in five years 0 / 18
Purchased shares still held W2 See the value and its source 0 / 12
Recent buying trends 2.3 / 25

Over the last 24 months: are insiders net buyers or sellers, how many bought together, and how recently.

A metric here is not applicable, so this component was rescaled to preserve its weight.

Net insider buying C1 See the value and its source 2 / 10
Option exercises sold the same day C2 N/A, component rescaled N/A
Conviction buying C3 See the value and its source 0 / 5
Officer sales outside 10b5-1 plans C4 See the value and its source 0 / 3
Most recent open-market purchase C5 See the value and its source 0 / 4
Dilution cost 10 / 10

How much equity compensation costs outside shareholders, from the company's XBRL financial data.

Stock-based compensation versus market value F1 See the value and its source 6 / 6
Diluted share count growth F2 See the value and its source 4 / 4

See the filings and arithmetic behind each part of ON's score.

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Key insiders

Name Role Owned Multiple Bought 24-month activity
El-Khoury Hassane CEO & President and Director $90.6M 75.5x 0% −$2.2M outside a plan −$321K under a plan
Thad Trent Exec VP & CFO $23.3M — 0% −$1.1M outside a plan −$12.5M under a plan
KEETON SIMON Group President, PSG $18.4M — 0% −$6.6M outside a plan
GOPALSWAMY SUDHIR Group President, AMG & ISG $13.6M — 0% −$1.8M outside a plan −$1.2M under a plan
Campbell Alan Director $7.3M — 0% −$707K under a plan
MASCARENAS PAUL ANTHONY Director $5.0M — 0% No activity
Yan Christine Y Director $4.2M — 0% No activity
Deitrich Thomas Director $2.2M — 0% No activity
CARTER SUSAN K Director $2.2M — 0% No activity
WATERS GREGORY L Director $2.1M — 0% No activity
KIDDOO BRUCE E Director $1.7M — 0% No activity
All current directors and officers 0.51% of shares outstanding $170M — — —

Directors and officers who filed a Form 4 in the last 24 months. Owned is each person's latest reported non-derivative holdings (direct plus each indirect line, no options) at the price above. Multiple is the CEO's holdings divided by salary, bonus, and non-equity incentive from the latest proxy. Bought is the share of current holdings bought in the open market in the last five years.

Insider activity

Full activity
Bought in the open market $0 0 purchase(s) by 0 insider(s)
Sold outside a plan $11.7M
Sold under a 10b5-1 plan $14.7M
Cluster buys 0 3+ insiders buying within 30 days

24 months to Oct 05, 2026. Grants and shares withheld for tax are excluded: they are not decisions to buy or sell.

Date Insider Transaction Shares Price Value Plan
Oct 01, 2026 GOPALSWAMY SUDHIR Sale under a 10b5-1 plan 15,578 $80.00 $1.2M 10b5-1
Apr 24, 2026 Thad Trent Sale under a 10b5-1 plan 30,000 $100.00 $3.0M 10b5-1
Apr 23, 2026 Thad Trent Sale under a 10b5-1 plan 30,000 $93.00 $2.8M 10b5-1

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Score history

Full changelog
  • Oct 05, 2026 full grade First automated score: 27.3 (Misaligned).

Peer context

Percentile in the covered universe
27% of 15 scored companies
Percentile in its sector
Shown once 10 companies in this sector are scored (0 so far)

Sources

All sources