Skyworks: 2025 Annual Report and 2026 Proxy Statement, Proxy Card and Notice

2025

Annual Report

Notice of 2026 Annual Meeting and Proxy Statement

Connecting Everyone and Everything, All the Time.

AV/EV

Location-Based Services

Connected Home

Infrastructure

Wearables

Telemedicine

Satellite Communications

Artificial Intelligence

Industrial Automation

Smart Cities

Executive Management Team

Philip G. Brace

Director, Chief Executive Officer and President

Yusuf Jamal Senior Vice President and General Manager, RF and Mixed-Signal Intelligence Solutions

Philip Carter

Senior Vice President and Chief Financial Officer

Reza Kasnavi Executive Vice President, Chief Operations and Technology Officer

Kari Durham Senior Vice President, Human Resources

Joel R. King Senior Vice President and General Manager, Mobile Solutions

Todd Lepinski Senior Vice President, Sales and Marketing

Robert J. Terry

Senior Vice President, General Counsel and Secretary

Fiscal 2025 Overview

~10,000

employees

17 countries in which Skyworks has employees

7.5-year average employee tenure

8-year average executive tenure

~6,900

customers

~4,900 unique products

~5,200

patents

Increased sourcing of renewable energy

April 3, 2026

Dear Stockholder:

You are invited to attend the 2026 Annual Meeting of Stockholders (the "Annual Meeting") of Skyworks Solutions, Inc., to be held at:

Time: 11:00 a.m. PDT

Date: Wednesday, May 13, 2026

Website: https://www.virtualshareholdermeeting.com/SWKS2026

You will be able to attend and participate in the Annual Meeting online at the website address above, where you will be able to listen to the meeting live, submit questions, and vote. We look forward to your participation online or by proxy. The attached Notice of 2026 Annual Meeting of Stockholders and Proxy Statement describe the matters that we expect to be acted upon at the Annual Meeting.

Whether or not you plan to attend the Annual Meeting online, and regardless of how many shares you own, it is important that your shares be represented at the Annual Meeting. Accordingly, if you are a stockholder of record, we urge you to complete the proxy and return it to us promptly in the postage prepaid envelope provided, or to complete and submit your proxy by telephone or via the Internet in accordance with the instructions on the proxy card. If your shares are held in "street name," that is, held for your account by a broker or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted. If you do attend the Annual Meeting online and wish to vote at that time, you may revoke a previously submitted proxy by voting at the meeting.

Sincerely yours,

Robert J. Terry

Senior Vice President, General Counsel and Secretary

Letter from Chairman of the Board

Dear Fellow Stockholder:

Our fiscal year 2025 marked a period of change, excitement and opportunity for Skyworks under the guidance of our new Chief Executive Officer.

In February 2025, we welcomed Philip G. Brace as our Chief Executive Officer and President and as a member of the Board of Directors. In choosing the next leader for Skyworks, the Board of Directors was focused on finding an individual with the skills, experience, and leadership to take Skyworks to the next level as we work to deliver operational excellence, innovate leading technologies and diversify our offerings in a dynamic industry. Since joining us, Phil Brace has demonstrated exemplary leadership and focus in executing on the strategic objectives of the company, as well as making impactful changes to the executive management team.

Most significantly, in October 2025, we announced our entry into an agreement and plan of merger with Qorvo, Inc. We believe this transaction will provide:

• a larger and more diversified product portfolio offering for customers,

• a stronger innovation pipeline driven by enhanced investment in product and technology development,

• compelling strategic and financial opportunities, including the potential for enhanced scale and financial profile,

• advances in our domestic manufacturing position and improved factory utilization, and

• significant cost synergies once the companies are fully integrated, which we expect to be within 24 to 36 months after closing.

Just recently, at our special stockholder meeting in February 2026, our shareholders approved the proposals that would effectuate this business combination.

Additionally, under Phil Brace's leadership, we have made critical investments in innovation and remain steadfast in our commitment to innovate around our product and technology roadmaps. These investments will enable us to compete for and deliver wireless, mixed signal and analog solutions to a wide array of customers and segments ranging from mobile to Internet of Things, automotive, and data center.

Lastly, our Board continues to believe that robust stockholder engagement is a fundamental element of sound corporate governance. Our discussions with stockholders in 2025 covered a range of topics, including executive compensation, our CEO and CFO transitions, Board composition, our efforts to eliminate the supermajority vote provisions from our Restated Certificate of Incorporation, and our sustainability program.

On behalf of the entire Board of Directors, I thank you for your continued investment in and support of Skyworks. We look forward to continuing to share our progress in the year ahead.

With appreciation,

Christine King

Chairman of the Board

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

Date and Time Location Record Date

May 13, 2026

11:00 a.m. PDT

Items of Business

https://www.virtualshareholdermeeting.com/ SWKS2026

March 19, 2026

1. To elect nine individuals nominated to serve as directors of the Company with terms expiring at the 2027 Annual Meeting of Stockholders and named in the Proxy Statement;

2. To ratify the selection by the Company's Audit Committee of KPMG LLP as the independent registered public accounting firm for the Company for our fiscal year ending October 2, 2026 ("fiscal year 2026");

3. To approve, on an advisory basis, the compensation of the Company's named executive officers; 4 - 7. To approve four separate amendments to the Company's Restated Certificate of Incorporation to

eliminate the supermajority vote provisions relating to (a) stockholder approval of a merger or

consolidation, disposition of all or substantially all of the Company's assets, or issuance of a substantial amount of the Company's securities; (b) stockholder approval of a business combination with any related person; (c) stockholder amendment of charter provisions governing directors; and (d) stockholder amendment of the charter provision governing action by stockholders;

1. To approve the Company's 2026 Long-Term Incentive Plan;

2. To consider a stockholder proposal, if properly presented at the 2026 Annual Meeting of Stockholders (the "Annual Meeting"); and

3. To transact such other business as may properly come before the Annual Meeting.

To ensure your representation at the Annual Meeting, please submit your proxy or voting instructions as soon as possible by using any of the following methods, as described in greater detail on your proxy card or voter instruction form.

Internet Phone Mail

The accompanying Proxy Statement includes further information about how to attend the Annual Meeting online, vote your shares online during the Annual Meeting, and submit questions online during the Annual Meeting.

By Order of the Board of Directors,

Robert J. Terry

Senior Vice President, General Counsel and Secretary Irvine, California • April 3, 2026

PROXY STATEMENT 2026

Table of Contents

Proxy Statement Summary . . . . . . . . . . . . 1 Proposal 1: Election of Directors . . . . . . . 8 Nominees for Election 10

Corporate Governance 17

Committees of the Board of Directors 21

Role of the Board of Directors in Risk

Oversight 25

Compensation and Talent Committee

Interlocks and Insider Participation 26

Certain Relationships and Related Person Transactions 27

Proposal 2: Ratification of Independent Registered Public Accounting Firm 28

Audit Fees 29

Report of the Audit Committee 30

Proposal 3: Advisory Vote on the Compensation of Our Named Executive Officers ("Say-on-Pay" Vote) 31

Information About Executive and Director Compensation 32

Summary and Highlights 32

Compensation Discussion and

Analysis 33

Compensation Tables for Named

Executive Officers 51

Pay Versus Performance 67

Director Compensation 71

Compensation and Talent Committee

Report 73

Proposals 4 - 7: Approval of Amendments to Charter to Eliminate

Supermajority Vote Provisions 76

Proposal 8: Approval of the Company's

2026 Long-Term Incentive Plan 80

Proposal 9: Stockholder Proposal Regarding Greenhouse Gas Emission

Reduction Efforts Report 94

Statement of Opposition by the Board of Directors 96

Security Ownership of Certain Beneficial Owners and Management 99

General Information 101

Other Proposed Action 107

Other Matters 107

Appendix A: Unaudited Reconciliations

of Non-GAAP Financial Measures 109

Discussion Regarding the Use of Non-

GAAP Financial Measures 110

Appendix B: Provisions of Charter

Subject to Potential Amendment 112

Annex 1: 2026 Long-Term Incentive Plan . 119

PROXY STATEMENT SUMMARY

This summary highlights financial and other accomplishments during our fiscal year ended October 3, 2025 ("fiscal year 2025"), as well as information generally contained elsewhere in this Proxy Statement.

This summary does not contain all of the information that you should consider in advance of the 2026 Annual Meeting of Stockholders, and we encourage you to read the entire Proxy Statement before voting your shares.

2026 Annual Meeting of Stockholders

Date and Time Location Record Date

May 13, 2026

11:00 a.m. PDT

https://www.virtualshareholdermeeting.com/ SWKS2026

March 19, 2026

Matters to be Voted Upon

Your vote is very important to us. Please cast your vote on all of the proposals to ensure that your shares are represented.

8

FOR Each Nominee

Election of Directors

1.

See

page

Board

Recommendation

Proposal

3.

Advisory Vote to Approve Compensation of Named Executive Officers

FOR

31

2. Ratification of Appointment of KPMG LLP FOR 28

4 - 7.

Approve Amendments to Restated Certificate of Incorporation to Eliminate Supermajority Vote Provisions

FOR

76

8. Approve 2026 Long-Term Incentive Plan FOR 80

9.

A Stockholder Proposal, if Properly Presented at the Annual Meeting

AGAINST 94

Financial Highlights from Fiscal Year 2025

For the fiscal year ended October 3, 2025 ("fiscal year 2025"), the Company achieved solid operational and financial performance, reflecting the durability of our business model. Throughout the year, we prioritized targeted investments in high-growth segments and continued expanding and diversifying our customer relationships. These efforts enhance our ability to capitalize on a broad set of opportunities fueled by favorable long-term market dynamics.

• Delivered net revenue of $4.1 billion

• Achieved operating margin of 12.2% on a GAAP basis (24.4% on a non-GAAP basis)(1)

• Posted diluted earnings per share of $3.08 on a GAAP basis ($5.93 on a non-GAAP basis)(1)

• Generated annual operating cash flow of $1.301 billion, or 32% operating cash flow margin, and free cash flow(1)of $1.106 billion, or 27% free cash flow margin(1)

• Raised our quarterly dividend from $0.70 per share to $0.71 per share

• Returned approximately $1.263 billion to stockholders through share repurchases and dividends

Quarterly Dividends: Fiscal Years 2015 - 2025

$2.06

$2.30

$2.54

$2.74

$2.81

Q4

$0.65

Q3

Q2

$1.06

$1.16

$1.34

$1.58

$1.82

Q1 $0.13 FY15

FY16 FY17

FY18

FY19

FY20

FY21 FY22 FY23 FY24 FY25

1. Please see table on page 109 for a full reconciliation of non-GAAP results to GAAP results. The term "GAAP" means United States Generally Accepted Accounting Principles.

   Other Accomplishments from Fiscal Year 2025

   Throughout fiscal year 2025, our high-performance RF, precision timing, power, and mixed-signal technologies enabled smart, seamless connectivity across many of today's most important devices and systems. Our products helped power smartphones, Wi-Fi networks, software-defined vehicles, industrial automation, aerospace platforms, data centers, and emerging AI applications at the edge. Highlights from the year included:

   • Announced merger with Qorvo, Inc. to create a U.S.-based leader in high-performance RF, analog and mixed-signal solutions

   • Secured 5G content across premium Android smartphones

   • Announced ultra-low jitter clock buffers for high-speed Ethernet and PCIe Gen 7 connectivity, enabling AI, cloud computing, and 5G/6G network applications

   • Expanded Wi-Fi 7 portfolio traction across enterprise access points, consumer routers and home mesh networking, broadening adoption across enterprise, networking and home connectivity platforms

   • Captured new automotive programs and key design wins spanning 5G telematics and in-vehicle infotainment platforms

     Cash Flow Generation

$1.3B

$0.6B

$0.8B

$1B

$1.1B

$1.2B

FY15 FY20 FY25

Operating Cash Flow ($B) Non-GAAP(2) Free Cash Flow ($B)

1. Please see table on page 109 for a full reconciliation of non-GAAP results to GAAP results.

Our Director Nominees

Nine nominees, each of whom currently serves as a director, have been nominated for election to our Board of Directors (the "Board") to serve until the 2027 Annual Meeting of Stockholders (the "2027 Annual Meeting") and until their successors are elected and qualified or until their earlier resignation or removal. Additional information on each nominee may be found below under "Election of Directors." The following table lists the nine nominees, their age, the year such nominees were first elected as directors of the Company, their principal occupation, their independence status, their Board committee membership(s) as of March 1, 2026, and the number of other public company boards on which they serve.

"AC" indicates Audit Committee, "CTC" indicates Compensation and Talent Committee, "NCGC" indicates Nominating and Corporate Governance Committee, and "(C)" indicates Committee Chair.

The nine director nominees standing for reelection to the Board have diverse backgrounds, skills, and experiences, and the average director tenure is approximately ten and a half years. We believe their varied backgrounds, skills, and experiences contribute to an effective and well-balanced Board that is able to provide valuable insight to, and effective oversight of, our senior management team.

Director Independence Director Tenure

88.8%

Independent

Appropriate Balance of Tenure

< 5 Years > 10 Years

4 4

5-10 Years

1

Corporate Governance Highlights

The Company has a proven track record of sound and effective corporate governance practices and policies, including those highlighted below.

All of our directors are elected annually

Annually Elected Directors

Majority Vote Standard In uncontested elections, directors are elected by a majority of votes cast

Our current Board Chairman is independent. At times when the Chairman is not

Board Leadership

independent, the Board selects a lead independent director with a robust set of duties set forth in our corporate governance guidelines

Executive Sessions Our independent directors regularly meet in executive sessions without

management, with the Chairman presiding

Board Refreshment Our Board regularly takes steps to refresh its membership, including adding four

new directors since 2022

Risk Assessment

Our Board and its committees regularly review management's processes for

identifying, assessing, and managing risks

Annual Board Assessment

Executive Succession Planning

The Nominating and Corporate Governance Committee oversees an annual

evaluation of the effectiveness of the Board, each committee, and individual directors

The Board periodically reviews and approves the executive succession plan in consultation with the Compensation and Talent Committee and the Chief Executive Officer

No "Poison Pill" The Board has not adopted a "poison pill"

Stock Ownership Requirements

All directors and executive officers are subject to robust stock ownership

requirements

Prohibition on Pledging We prohibit our directors and employees from pledging Company securities

Special Meeting Right

Our stockholders have the right to call a special meeting of the Company's

stockholders

Proxy Access Eligible stockholders may nominate their own director nominees to be included in the Company's proxy materials

Regular Stockholder Engagement

We regularly conduct outreach to our stockholders to understand their

perspectives on various matters

Director Commitments

All directors are subject to our policy on director public company board

commitments and annual review by the Nominating and Corporate Governance Committee regarding those commitments

Compensation Highlights

Under our pay-for-performance philosophy, we believe that executive compensation should be strongly aligned with the interests of our long-term stockholders. As a result, a substantial portion of the annual compensation for our executives is tied to Company performance and stock price performance. The charts below show the total direct compensation mix for fiscal year 2025 for Mr. Brace, our Chief Executive Officer, and the average for our other named executive officers for fiscal year 2025* (the "Other Named Executive Officers"), in each case reflecting actual salary, short-term incentive award, and the grant date fair value of long-term stock-based compensation awards.

Chief Executive Officer#Other Named Executive Officers*

Base

Salary 2%

Restricted Stock Units

12%

Short-Term Incentive

6%

98% 89%

At Risk

(gray circle)

Restricted Stock Units

Base Salary

11%

Short-Term Incentive

Long-Term

Stock-Based Incentive

92%

35% Long-Term

Stock-Based Incentive

78%

11%

Performance Shares

80%

86%

Subject to Performance Metrics (blue circle)

54%

Performance Shares

43%

* Excludes Mr. Sennesael, who ceased serving as Senior Vice President and Chief Financial Officer on May 9, 2025, and Mr. Schriesheim, who ceased serving as Interim Chief Financial Officer on September 8, 2025.

# If the Brace New Hire PSA were excluded, the total percentage tied to "At Risk" would be 93%, the total percentage tied to "Subject to Performance Metrics" would be 60%, the total percentage tied to "Long-Term Stock-Based Incentive" would be 76%, and the breakdown by types of compensation changes to: 7% Base Salary, 17% Short-Term Incentive, 33% Restricted Stock Units, and 43% Performance Shares. Excludes Mr. Griffin, who ceased serving as Chief Executive Officer and President on February 17, 2025.

Select Changes for Fiscal Year 2026

For the Company's fiscal year ending October 2, 2026 ("fiscal year 2026"), the Compensation and Talent Committee made several changes to our executive compensation program, many of which were in response to feedback from stockholders and all were in consideration of our business priorities. For example, all of the performance share awards (''PSA") granted for fiscal year 2026 will cliff vest at the end of a three-year vesting period subject to the achievement of applicable performance metrics, instead

of a combination of two and three-year vesting periods for the various performance metrics. Full detail of all decisions for fiscal year 2026 will be included in our 2027 proxy statement.

Stockholder Engagement

Engagement with the Company's stockholders is a critical part of our commitment to good corporate governance, and we regularly conduct outreach to our stockholders to understand their perspectives on various matters. Most recently, we engaged in formal stockholder outreach following the 2025 Annual Meeting of Stockholders (the "2025 Annual Meeting") and through February 2026. We conducted outreach to nineteen of our largest institutional stockholders representing approximately 60% of the Company's shares outstanding. Stockholders representing approximately 49% of the Company's shares outstanding responded to the outreach, and we held engagement meetings with those stockholders who wanted

to meet, representing approximately 18% of the Company's outstanding shares. Our Chairman of the Board was actively involved in stockholder engagement.

We Contacted Stockholders Representing

We Received Responses to Our Outreach from Stockholders Representing

We Held Engagement Meetings with Stockholders Representing

~60%

of Our Shares Outstanding

~49%

of Our Shares Outstanding

~18%

of Our Shares Outstanding

During these conversations, institutional stockholders were interested in discussing a range of topics, including our Chief Executive Officer transition in February 2025, the composition of the Board, business performance and strategy, our efforts to eliminate the supermajority vote provisions from our Restated Certificate of Incorporation, and our sustainability program. A summary of the stockholder engagement was provided to the Board.

ELECTION OF DIRECTORS

Under this Proposal 1, you are being asked to consider nine nominees for election to our Board to serve until the 2027 Annual Meeting and

until their successors are elected and qualified or until their earlier resignation or removal. Each nominee for election has agreed to serve if elected, and the Board knows of no reason why any nominee should be unable or unwilling to serve. If a nominee is unable or unwilling to serve, the attorneys-in-fact named in this Proxy Statement will vote any shares represented at the meeting by proxy for the election of another individual nominated by the Board, if any. No nominee or executive officer is related by blood, marriage, or adoption to any other director, nominee, or executive officer. No arrangements or understandings exist between any director or

person nominated for election as a director and any other person pursuant to which such person is to be selected as a director or nominee for election as a director.

Proxies cannot be voted for a greater number of individuals than the number of nominees named in this Proxy Statement.

The following table lists the nine nominees for election as directors, the year such nominees were first elected as directors of the Company, and their standing Board committee memberships as of March 1, 2026. The table also lists the number of meetings held by each committee during fiscal year 2025.

"AC" indicates Audit Committee, "CTC" indicates Compensation and Talent Committee, "NCGC" indicates Nominating and Corporate Governance Committee, and "C" indicates Committee Chair

Immediately below this proposal is biographical information about each of the director nominees, including information regarding each nominee's business experience for the past five years, and the names of other public companies for which each nominee currently serves or has served as a director during the past five years. In addition to the information presented below regarding each nominee's specific experience, qualifications, attributes, and skills that led our Nominating and

Corporate Governance Committee and our Board to conclude that he or she should serve as a director, we also believe that each of our directors has a reputation for integrity, honesty, and adherence to high ethical standards. They have each demonstrated business acumen, an ability to exercise sound judgment, knowledge of our business and industry, and the willingness to devote the time needed to be an effective director.

Majority Vote Standard for Election of Directors

A nominee for election as a director in an uncontested election (an election where the number of nominees for election as directors is equal to or less than the number of directors to be elected) will be elected if the number of votes cast "FOR" such nominee's election exceeds the number of votes cast "AGAINST" the nominee's election. In a contested election (in which the number of nominees for election as directors exceeds the number of directors to be elected at such meeting), directors are elected by a

plurality of all votes cast in such election. The election of directors at this Annual Meeting is uncontested. As a result, each nominee for election as a director at the Annual Meeting will only be elected if the votes cast "FOR" such nominee exceed the number of votes cast "AGAINST" such nominee. As required by our Corporate Governance Guidelines, which are available on the Investor Relations portion of the Company's website at https://www.skyworksinc.com, each incumbent director who is a nominee for election as a director at the Annual Meeting submitted to the Board an irrevocable resignation that would

become effective if the votes cast "FOR" such nominee's election do not exceed the votes cast "AGAINST" such nominee's election and our Board determines to accept his or her resignation.

Upon such resignation by a nominee and pursuant to the procedures set forth in the corporate governance guidelines, the Nominating and Corporate Governance Committee will evaluate the best interests of our Company and stockholders and will recommend to our Board the action to be taken with respect to the resignation. The Board will then decide whether to accept, reject, or modify the Nominating and Corporate Governance Committee's recommendation, and the Company will publicly disclose such decision by the Board with respect to the director nominee.

Shares represented by all proxies received by the Board that are properly completed, but do not specify a choice as to the election of directors, will be voted "FOR" the election of all nine of the nominees.

VOTE

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE NINE NOMINEES IN PROPOSAL 1

Nominees for Election

Ms. King has been Chairman of the Board since February 2025. She first joined the Board in 2014 and served as Lead Independent Director from 2019 to February 2025. She 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 ("Standard Microsystems") (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.

Qualifications: Ms. King's qualifications to serve as a director include her extensive management and operational experience in the high-tech and semiconductor industries as well as her significant strategic and financial expertise.

Committee(s)

• Audit

• Compensation and Talent

  Other Public Company Boards

  Current

• None

  Past 5 Years

• Allegro MicroSystems, Inc. (until 2021)

• IDACORP, Inc. (until 2021)

  Philip G. Brace, Chief Executive Officer and President Director since: 2025 • Age: 55

Prior to his appointment as Chief Executive Officer and President and a director in February 2025, Mr. Brace served as interim Executive Chairman of Inseego Corp. ("Inseego") (a publicly traded designer and developer of wireless broadband and IoT solutions) from February 2024 to February 2025 and served on the board of directors of Inseego from September 2023 to

February 2025. Before that, Mr. Brace was President and Chief Executive Officer of Sierra Wireless Inc. (a formerly publicly traded provider of IoT solutions) from July 2021 to January 2023 where he led the company through significant improvements. Mr. Brace also held previous roles as Executive Vice President of Veritas Software Technology Corp (a formerly publicly traded provider of data management and protection solutions for businesses) from 2019 to 2021, and President of Cloud Systems at Seagate Technology Holdings PLC (a publicly traded manufacturer of data storage products) from 2015 to 2017. Previously, Mr. Brace served in engineering and management roles at Intel Corporation (a publicly traded developer of computer components) and LSI Corporation (a formerly publicly traded semiconductor designer acquired by Avago Technologies Limited).

Qualifications: Mr. Brace's qualifications to serve as a director include his deep understanding of the semiconductor industry and his prior executive experience in the server, IoT and storage industries, as well as his track record of helping businesses enhance their product lines, market penetration and growth.

Committee(s)

• None

  Other Public Company Boards

  Current

• BlackBerry Limited

  Past 5 Years

• Inseego Corp. (until 2025)

• Lantronix, Inc. (until 2025)

• Sierra Wireless Inc. (until 2023)

  Alan S. Batey Director since: 2019 • Age: 63

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.

Qualifications: Mr. Batey's qualifications to serve as a director include his extensive senior management experience at General Motors, where he developed expertise on a broad set of complex strategic, operational, and technological matters involving the automotive industry, an industry that is expected to be a growth market for the Company.

Committee(s)

• Compensation and Talent (Chair)

  Other Public Company Boards

  Current

• None

  Past 5 Years

• None

  Kevin L. Beebe Director since: 2004 • Age: 67

Mr. Beebe 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).

Qualifications: Mr. Beebe's qualifications to serve as a director include his two decades of experience as an operating executive in the wireless telecommunications industry as well as his experience and relationships gained from advising leading private equity firms that are transacting business in the global capital markets.

Committee(s)

• Nominating and Corporate Governance (Chair)

  Other Public Company Boards

  Current

• SBA Communications Corporation

  Past 5 Years

• Frontier Communications Parent, Inc. (formerly Frontier Communications Corporation) (until 2026)

• Altimar Acquisition Corporation (until 2021)

• Altimar Acquisition Corp. II (until 2021)

  Eric J. Guerin Director since: 2022 • Age: 54

Mr. Guerin serves as Chief Financial Officer of RB Global, Inc. (a publicly traded provider of insights, services and transaction solutions for buyers and sellers of commercial assets and vehicles), a role he has held since January 2024. Previously, Mr. Guerin served as Senior Vice President and Chief Financial Officer of Veritiv Corporation (a formerly publicly traded provider of packaging and hygiene products), from March 2023 to

December 2023 and as its Senior Vice President-Finance from January 2023 to March 2023. Prior to that, 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. (a publicly traded innovator in materials science).

Previously, he served in financial leadership roles at Flowserve Corporation, Novartis Corporation, Johnson & Johnson Services Inc., and AstraZeneca PLC, each a publicly traded company or subsidiary thereof.

Qualifications: Mr. Guerin's qualifications to serve as a director include his financial and operational expertise across multiple dynamic industries.

Committee(s)

• Audit

  Other Public Company Boards

  Current

• None

  Past 5 Years

• Natus Medical Incorporated (until 2022)

  Suzanne E. McBride Director since: 2022 • Age: 57

Ms. McBride serves as Chief Operations Officer for Iridium Communications, Inc. ("Iridium") (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 in March 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).

Qualifications: Ms. McBride's qualifications to serve as a director include her extensive strategy and operations expertise developed through more than twenty-five years of experience within the wireless technology industry, including her experience at Iridium overseeing cybersecurity initiatives and the teams responsible for artificial intelligence strategy and implementation.

Committee(s)

• Nominating and Corporate Governance

  Other Public Company Boards

  Current

• Iridium Communications, Inc.

  Past 5 Years

• None

  David P. McGlade Director since: 2005 • Age: 65

Mr. McGlade served as Chairman of the Board of Intelsat S.A. ("Intelsat") (a formerly publicly traded worldwide provider of satellite communication services) from April 2013 to

February 2022. He 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 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.

Qualifications: 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 approximately four decades of experience in the telecommunications industry.

Committee(s)

• Audit (Chair)

• Nominating and Corporate Governance

  Other Public Company Boards

  Current

• None

  Past 5 Years

• Intelsat S.A. (until 2022)

  Robert A. Schriesheim Director since: 2006 • Age: 65

Mr. Schriesheim served as the Interim Chief Financial Officer of the Company from May 2025 to September 2025. He has been Chairman of Truax Partners LLC (a consulting firm) since 2018 and has served as Adjunct Associate Professor of Finance at the University of Chicago Booth School of Business since September 2023. 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 formerly publicly traded ERP software provider acquired by GGC Software Holdings, Inc. in 2011).

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

Committee(s)

• None

  Other Public Company Boards

  Current

• Houlihan Lokey, Inc., Lead Independent Director

• Alight, Inc.

  Past 5 Years

• Indivior PLC (until 2025)

• Frontier Communications Corporation (until 2021)

  Maryann Turcke Director since: 2023 • Age: 60

Ms. Turcke most recently served as a senior advisor at Brookfield Asset Management from September 2020 to September 2022. Previously, Ms. Turcke served as Chief Operating Officer of the National Football League ("NFL") from January 2018 to September 2020 and as a Senior Advisor for the NFL from September 2020 to May 2021. She joined the league as President of NFL Network, Digital Media, NFL Films and IT in April 2017.

Prior to the NFL, Ms. Turcke served for more than a decade in various leadership roles within BCE Inc. (a publicly traded communications company formerly known as Bell Canada Enterprises), including serving from April 2015 to February 2017 as president of Bell Media, a division of BCE.

Qualifications: Ms. Turcke's qualifications to serve as a director include her significant operational, management and financial experience, including in the telecommunications industry.

Committee(s)

Corporate Governance

Stockholder Engagement

Engagement with the Company's stockholders is a critical part of our commitment to good corporate governance, and we regularly conduct outreach to our stockholders to better understand their perspectives on various matters. Most recently, we engaged in formal stockholder outreach following the 2025 Annual Meeting. We conducted outreach to nineteen of our largest institutional stockholders representing approximately 60% of the Company's shares outstanding. Stockholders representing approximately 49% of the Company's shares outstanding responded to the outreach, and we held engagement meetings with those stockholders who wanted to meet, representing approximately 18% of the Company's outstanding shares. Our Chairman of the Board was actively involved in stockholder engagement.

We discussed various key governance and disclosure topics with institutional stockholders, including the following:

• CEO Transition: Our institutional stockholders expressed widespread interest in the process that led to Mr. Brace being selected as our CEO. We discussed the rigorous, thoughtful and thorough CEO search process conducted by the Board with the assistance of an executive search firm as well as his transition into the role.

• Executive Compensation: We covered a wide range of topics of interest to our stockholders relating to executive compensation, including short-term incentives, long-term incentives, and compensation for our new CEO. A couple of our institutional investors requested disclosure around Mr. Brace's equity awards, and we prepared our disclosures in this Proxy Statement with that feedback in mind.

• Board Composition: Our institutional stockholders expressed support for the Company's approach to Board refreshment,

including our practice of phased retirement of long-tenured directors and appointment of new directors that would add to the breadth of

skills and backgrounds of our directors while maintaining a balance of tenure on the Board. Several of our institutional stockholders raised the separation of the Chairman and CEO

roles, noting this as a positive development.

• Sustainability Disclosure: During this engagement cycle, our large institutional stockholders did not express the same level of interest as in prior years in discussing sustainability topics.

  Our Board values the opinions expressed by our stockholders and will continue to consider voting results from our stockholder meetings, as well

  as feedback obtained through our regular stockholder engagement efforts when making future decisions regarding various matters.

  Board of Directors Meetings

  The Board met thirteen (13) times during fiscal year 2025. During fiscal year 2025, each incumbent director who served on the Board in fiscal year 2025 attended at least 75% of the aggregate of the total number of meetings of the Board and the total number of meetings held by all committees of the Board on which he or she served, except for Mr. Brace, who joined the Board in February 2025 and attended 100% of the meetings of the

  Board that were held in fiscal year 2025 during which he was a Board member. The Company's policy with respect to directors' attendance at the Annual Meeting is included in our corporate governance guidelines, which are available on the Investor Relations portion of the Company's website at https://www.skyworksinc.com. At the 2025 Annual Meeting, each director then in office was in attendance.

  Director Independence

  Each year, the Board reviews the relationships that each director has with the Company and with other parties. Only those directors who do not have any of the categorical relationships that preclude them from being independent within the meaning of the applicable Listing Rules of the Nasdaq Stock Market LLC (the "Nasdaq Rules") and who the Board affirmatively determines have no relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director are considered to be independent directors. The Board has reviewed a number of factors to evaluate the independence of each of its members. These factors include its members' current and historic relationships with the Company and its competitors, suppliers, and customers; their relationships with management and other directors; the relationships their current and former employers have with the Company; and

  the relationships between the Company and other companies of which a member of the Company's Board is a director or executive officer. After evaluating these factors, the Board has determined that eight of the nine members of the Board, namely, Alan S. Batey, Kevin L. Beebe, Eric J. Guerin, Christine King, Suzanne E. McBride, David P. McGlade, Robert A. Schriesheim, and Maryann Turcke, 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.

  Corporate Governance Guidelines

  The Board has adopted corporate governance practices to help fulfill its responsibilities to the stockholders in overseeing the work of management and the Company's business results. These guidelines are intended to ensure that the Board has the necessary authority and practices in place to review and evaluate the Company's business operations, as needed, and to make decisions that are independent of the Company's management. In addition, the guidelines are intended to align the interests of

  directors and management with those of the Company's stockholders. A copy of the Company's corporate governance guidelines is available on the Investor Relations portion of the Company's website at https://www.skyworksinc.com.

  In accordance with these corporate governance guidelines, independent members of the Board met in executive session without management present eight (8) times during fiscal year 2025. Ms. King served as presiding director for these meetings.

  Additional Board Service

  Directors are expected to commit sufficient time and attention to the activities of the Board. Our corporate governance guidelines include a public company board commitment policy. In accordance with this policy, except as otherwise approved

  by the Board:

• an executive officer of the Company who serves as a director of the Company should not serve on more than one other public company board;

• a director of the Company who serves as an executive officer of another public company should not serve on more than two total public company boards (including the Company); and

• a director of the Company who does not serve as an executive officer of any public company should not serve on more than four total

public company boards (including the Company).

For purposes of this policy, the term "public company" means a company with a class of securities registered pursuant to section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or subject to the requirements of section 15(d) of the Exchange Act.

In addition, the corporate governance guidelines provide that the Nominating and Corporate Governance Committee must conduct an annual review of director commitments to public company board service (including any committee chair role) and any executive officer role (if applicable) in connection with its recommendation of directors for election to the Board at the annual meeting

of stockholders. The Nominating and Corporate Governance Committee conducted a review of director commitments for our 2026 director nominees. All our 2026 director nominees comply with our public company board commitment policy.

Code of Ethics

We have adopted a written code of business conduct and ethics that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We make available our code of business conduct and ethics free of charge through our website at https://www.skyworksinc.com. We intend to disclose any amendments to, or waivers from, our code of business conduct and ethics that are required to be publicly disclosed by posting any such amendment or waivers on our website pursuant to requirements of the Securities and Exchange Commission (the "SEC") and Nasdaq Rules.

Insider Trading Policy

We have adopted the Skyworks Solutions, Inc. Company Policy Regarding Insider Trading and Disclosure of Material Non-Public Information governing the purchase, sale, and/or other dispositions of the Company's securities by directors, officers and employees, which the Company believes is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company. A copy of the Skyworks Solutions, Inc. Company Policy Regarding Insider Trading and Disclosure of Material Non-Public Information is filed as Exhibit 19 to Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended September 27, 2024.

Executive Officer and Director Stock Ownership Requirements

We have adopted executive officer and director stock ownership guidelines that require our executive officers (including those Named Executive Officers who are still currently serving

as executive officers) and non-employee directors to hold a significant equity interest in Skyworks with the objective of more closely aligning the interests of our executive officers and directors with those of our stockholders. All of our Named Executive Officers and non-employee directors met the stock ownership guidelines as of

January 30, 2026, the date the Company filed Amendment No. 1 to Annual Report on Form 10-K disclosing executive compensation data for

fiscal year 2025 (with the exception of Mr. Brace, Mr. Carter, and Ms. Turcke, who are not required to comply with the guidelines until the fifth anniversary of their respective appointments as an executive officer to the Company or as a member of the Board).

Executive Succession Planning

The Board considers succession planning for the Chief Executive Officer and other senior executives to be one of its primary responsibilities. In accordance with our Corporate Governance Guidelines, the Chief Executive Officer provides an annual report to the Board regarding

succession planning and management development, including a succession plan for the Chief Executive Officer. The Board also discusses management succession with the Chief Executive Officer and in executive session when the Chief Executive Officer is not present.

The appointment of Philip G. Brace as our Chief Executive Officer and President and as a member of the Board, effective February 17, 2025, was

the culmination of an orderly, robust and thorough succession planning process led by our Board, with the assistance of an executive search firm. In its evaluation of potential candidates, the Board focused on skills, attributes and experience that they believed would be beneficial to and align with the needs of the Company. The Board found in Mr. Brace an accomplished technology executive who could bring strategic insight and leadership with deep knowledge of the semiconductor industry and extensive experience in helping businesses enhance their product lines and achieve market penetration and profitable growth. To help ensure a smooth transition, Liam K. Griffin

remained with the Company in an advisory role for three months following Mr. Brace's appointment.

Board Leadership Structure

Our Board selects the Company's Chairman of the Board in the manner it determines to be in the best interests of the Company at the time.

In connection with our Chief Executive Officer transition in February 2025, the Board determined it appropriate to separate the Chief Executive Officer and Chairman of the Board roles. The Board believes that this separation of duties enhances our corporate governance by allowing the Chairman to continue focusing on and strengthening oversight, while our Chief Executive Officer focuses on enhancing and executing the strategic vision for - and day-to-day management of - the Company.

In the event that the Chairman of the Board is not an independent director, the Board will select a Lead Independent Director. The Board believes that this leadership structure, coupled with a strong emphasis on Board independence, provides effective independent oversight of management. Ms. King served as our Lead Independent Director from May 2019 until our Board appointed her as Chairman of the Board in February 2025.

The Board believes our current leadership structure is appropriate.

Stockholder Communications

Our stockholders may communicate directly with the Board as a whole or to individual directors by letter addressed directly to such individual or individuals at the following address:

c/o Skyworks Solutions, Inc. 5260 California Avenue

Irvine, CA 92617 Attention: Secretary

The Company will forward to each director to whom such communication is addressed, and to the Chairman of the Board in her capacity as representative of the entire Board, such letters as applicable and appropriate, depending on the facts and circumstances outlined in the communication. Certain items that are unrelated to the duties and responsibilities of the Board will not be forwarded, such as: business solicitation or advertisements; product- or service-related inquiries, junk mail or mass mailings; resumes or other job-related inquiries; spam; and overly hostile, threatening, potentially illegal, or similarly inappropriate communications.

Committees of the Board of Directors

The Board has a standing Audit Committee, Compensation and Talent Committee, and Nominating and Corporate Governance Committee.

Audit Committee

We have established an Audit Committee consisting of the following individuals, each of whom the Board has determined is "independent" within the meaning of applicable Nasdaq Rules and meets the criteria for independence set forth in Rule 10A-3(b)(1) under the Exchange Act:

Mr. McGlade (Chairman), Mr. Guerin and Ms. King. During fiscal year 2025, Mr. Schriesheim served on the Audit Committee until his May 29, 2025 appointment as Interim Chief Financial Officer of the Company.

The primary responsibility of the Audit Committee is the oversight of the quality and integrity of the Company's financial statements, the Company's internal financial and accounting processes, and the independent audit process. Additionally, the Audit Committee has the responsibilities and authority necessary to comply with Rule 10A-3 under the Exchange Act. The Audit Committee meets privately with the independent registered public accounting firm, reviews their performance and independence from management, and has the sole authority to retain and dismiss the independent registered public accounting firm.

These and other aspects of the Audit Committee's authority are more particularly described in the Company's Audit Committee Charter, which the Board adopted, is reviewed annually by the committee, and is available on the Investor Relations portion of our website at https://www.skyworksinc.com.

The Audit Committee has adopted a formal policy concerning approval of audit and non-audit services to be provided to the Company by its independent registered public accounting firm, KPMG LLP. The policy requires that all services provided by KPMG LLP, including audit services and permitted audit-related and non-audit

services, be preapproved by the Audit Committee. The Audit Committee has delegated to its Chairman the authority to grant pre-approval for audit services and permitted non-audit services, provided that any such approvals are presented to the full Audit Committee for ratification at its next meeting. The Audit Committee preapproved all audit and non-audit services provided by KPMG LLP for fiscal year 2025. The Audit Committee

met six (6) times during fiscal year 2025.

Audit Committee Financial Expert

The Board has determined that each of the following members of the Audit Committee meets the qualifications of an "audit committee financial expert" under SEC rules and the qualifications

of "financial sophistication" under the applicable Nasdaq Rules and qualifies as "independent" as defined under the applicable Nasdaq Rules:

Mr. McGlade (Chairman), Mr. Guerin and Ms. King.

Compensation and Talent Committee

We have established a Compensation and Talent Committee consisting of the following individuals, each of whom the Board has determined is "independent" within the meaning of applicable Nasdaq Rules and a non-employee director within the meaning of Rule 16b-3 under the Exchange Act: Mr. Batey (Chairman), Ms. King and Ms. Turcke.

During fiscal year 2025, Mr. Schriesheim was also a member of the Compensation and Talent

Committee until his May 29, 2025 appointment as Interim Chief Financial Officer of the Company.

The Compensation and Talent Committee

met eight (8) times during fiscal year 2025. The functions of the Compensation and Talent Committee include establishing the appropriate level of compensation, including short- and long-term incentive compensation of the Chief

Executive Officer, all other executive officers, and any other officers or employees who report directly to the Chief Executive Officer.

The Compensation and Talent Committee also administers Skyworks' equity-based compensation

plans. The Compensation and Talent Committee's authority to grant equity awards to the Company's executive officers may not be delegated to the Company's management or others. The Board has adopted a written charter for the Compensation and Talent Committee, and it is available on the Investor Relations portion of the Company's website at https://www.skyworksinc.com.

The Compensation and Talent Committee has engaged Aon to assist it in determining the components and amounts of executive compensation. The consultant reports directly to the Compensation and Talent Committee, through its Chairman, and the Compensation and Talent Committee retains the right to terminate or replace the consultant at any time. The process and procedures followed by the Compensation and Talent Committee in considering and determining executive and director compensation are described below under "Compensation Discussion and Analysis."

Nominating and Corporate Governance Committee

We have established a Nominating and Corporate Governance Committee consisting of the following individuals, each of whom the Board has determined is "independent" within the meaning of applicable Nasdaq Rules: Mr. Beebe (Chairman), Ms. McBride, Mr. McGlade, and

Ms. Turcke. The Nominating and Corporate Governance Committee met five (5) times during fiscal year 2025. The Nominating and Corporate Governance Committee is responsible for evaluating and recommending individuals for election or reelection to the Board and its committees, including any recommendations that may be submitted by stockholders, as well as

the evaluation and recommendation of corporate governance policies. The Nominating and Corporate Governance Committee oversees the annual evaluation process for the Board, each committee, and individual directors, by soliciting from each director his or her assessment of the effectiveness of the Board, the committees on which he or she serves, and other individual directors. These and other aspects of the Nominating and Corporate Governance

Committee's authority are more particularly described in the Nominating and Corporate Governance Committee Charter, which the Board adopted and is available on the Investor Relations portion of the Company's website at https://www.skyworksinc.com.

Director Nomination Procedures

The Nominating and Corporate Governance Committee evaluates director candidates in the context of the overall composition and needs of the Board, including taking into account the results of the annual Board evaluation process, with the objective of recommending a group that can best manage the business and affairs of the Company and represent the interests of the Company's stockholders. The committee seeks directors who possess certain minimum qualifications, including the following:

• A director must have substantial or significant business or professional experience or an understanding of technology, finance, marketing, financial reporting, international business, or other disciplines relevant to the business of the Company.

• A director (other than an employee-director) must be free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Board or of a Board committee.

• The committee also considers the following qualities and skills, among others, in its selection of directors and as candidates for appointment to the committees of the Board:

  • economic, technical, scientific, academic, financial, accounting, legal, marketing,

    or other expertise applicable to the business of the Company;

  • leadership or substantial achievement in their particular fields;

  • demonstrated ability to exercise sound business judgment;

  • integrity and high moral and ethical character;

  • potential to contribute to the diversity of viewpoints, backgrounds, or experiences of the Board as a whole;