This paper presents a millimeter-wave (mmW) frequency generation stage aimed at minimizing phase noise (PN) via waveform shaping and harmonic extraction while suppressing flicker noise upconversion via proper harmonic terminations. A 2nd-harmonic resonance is assisted by a proposed embedded decoupling capacitor inside a transformer for explicit common-mode current return path. Class-F operation with 3rd-harmonic boosting and extraction techniques allow maintaining high quality factor of a 10-GHz tank at the 30-GHz frequency generation. We further propose a comprehensive quantitative analysis method of flicker noise upconversion mechanism exploiting latest insights into the flicker noise mechanisms in nanoscale short-channel transistors, and it is numerically verified against foundry models. The proposed 27.3to 31.2-GHz oscillator is implemented in TSMC 28-nm CMOS. It achieves PN of -106 dBc/Hz at 1-MHz offset and figure-of-merit (FoM) of -184 dBc/Hz at 27.3 GHz. Its flicker phase-noise (1/f ³ ) corner of 120 kHz is an order-of-magnitude better than currently achievable at mmW.