Qualcomm Files Definitive Proxy Statement

Ticker: QCOM · Form: DEF 14A · Filed: Jan 23, 2025 · CIK: 804328

Qualcomm Inc/De DEF 14A Filing Summary
FieldDetail
CompanyQualcomm Inc/De (QCOM)
Form TypeDEF 14A
Filed DateJan 23, 2025
Risk Levellow
Pages15
Reading Time17 min
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, governance, sec-filing

TL;DR

QUALCOMM filed its DEF 14A proxy statement on Jan 23, 2025. Get ready to vote!

AI Summary

Qualcomm Incorporated filed a Definitive Proxy Statement (DEF 14A) on January 23, 2025, for its fiscal year ending September 29, 2024. The filing, which does not require a fee, pertains to the company's annual shareholder meeting and related corporate governance matters. Qualcomm is headquartered at 5775 Morehouse Drive, San Diego, CA 92121.

Why It Matters

This filing provides shareholders with essential information regarding voting rights, executive compensation, and board nominations ahead of the company's annual meeting, enabling informed participation in corporate governance.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEF 14A) and does not contain new material financial information or strategic announcements that would typically impact risk.

Key Numbers

  • 0929 — Fiscal Year End (Indicates the end of the reporting period for which the proxy statement is relevant.)
  • 20250123 — Filing Date (The date the Definitive Proxy Statement was officially submitted to the SEC.)

Key Players & Entities

  • QUALCOMM INCORPORATED (company) — Registrant
  • 5775 MOREHOUSE DR (location) — Business Address
  • SAN DIEGO (location) — City
  • CA (location) — State
  • 92121 (location) — ZIP Code

FAQ

What is the purpose of a DEF 14A filing?

A DEF 14A filing, or Definitive Proxy Statement, is used by companies to solicit proxy votes from shareholders for their annual or special meetings, providing details on matters to be voted upon, director nominees, executive compensation, and other corporate governance issues.

When is Qualcomm's fiscal year end?

Qualcomm Incorporated's fiscal year ends on September 29 (0929).

What is the filing date of this DEF 14A?

This Definitive Proxy Statement was filed on January 23, 2025 (20250123).

Does Qualcomm have to pay a fee for this filing?

No, the filing indicates 'No fee required.'

Where is Qualcomm's headquarters located?

Qualcomm's headquarters is located at 5775 Morehouse Drive, San Diego, CA 92121.

Filing Stats: 4,366 words · 17 min read · ~15 pages · Grade level 14.9 · Accepted 2025-01-23 16:05:56

Filing Documents

Executive Compensation Highlights

Executive Compensation Highlights 5 PROXY STATEMENT 7 Meeting Information 7 Registered Owners and Beneficial Owners 7 Virtual Meeting 7 Voting Rights and Outstanding Shares 8 Notice of Internet Availability of Proxy Materials 8 Voting Methods 8 How Your Shares Will Be Voted 9 Voting Results 9 Broker Non-Votes and Abstentions 9 Determination of Quorum 10 Revocability of Proxies 10 Proxy Solicitation 10 Stockholder Proposals 10 Householding 10 CORPORATE GOVERNANCE 12 Code of Ethics and Corporate Governance Principles and Practices 12 Board Leadership Structure 12 Board Meetings, Committees and Attendance 13 Board's Role in Risk Oversight 15 Director Nominations 15 Director Service on Other Boards 16 Board Evaluations 17 Majority Voting 17 Stock Ownership Guidelines 17 Communications with Directors 18 Annual Meeting Attendance 18 Director Independence 18 Compensation Committee Interlocks and Insider Participation 18 Employee, Officer and Director Hedging and Pledging 18 Environmental, Social and Governance 19 Human Capital 19 Management's Ongoing Stockholder Engagement 21 PROPOSAL 1: ELECTION OF DIRECTORS 22 Election of Directors 22 Nominees for Election 23 Required Vote and Board Recommendation 29 PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS 30 Fees for Professional Services 30 Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Public Accountants 30 Representation from PricewaterhouseCoopers LLP at the Annual Meeting 31 Required Vote and Board Recommendation 31 PROPOSAL 3: APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 32 Compensation Program Best Practices 32 Effect of this Resolution 32 Required Vote and Board Recommendation 32 PROPOSAL 4: APPROVAL OF THE AMENDED AND RESTATED QUA

EXECUTIVE COMPENSATION AND RELATED INFORMATION

EXECUTIVE COMPENSATION AND RELATED INFORMATION 51 Compensation Discussion and Analysis 51 Our NEOs for Fiscal 2024 51 Fiscal 2024 Performance 52 Say-on-Pay Vote and Stockholder Outreach 53 Program Overview 53 Other Compensation Components 59 Process and Rationale for Executive Compensation Decisions 61 HR AND COMPENSATION COMMITTEE REPORT 64 COMPENSATION RISK MANAGEMENT 64 COMPENSATION TABLES AND NARRATIVE DISCLOSURES 65 Summary Compensation Table 65 All Other Compensation 66 Grants of Plan-Based Awards 67 Outstanding Equity Awards at Fiscal Year End 68 Option Exercises and Stock Vested During Fiscal 2024 70 Nonqualified Deferred Compensation 70 Potential Post-Employment Payments 71 CEO Pay Ratio 75 Pay Versus Performance 75 DIRECTOR COMPENSATION 78 AUDIT COMMITTEE REPORT 80 OTHER MATTERS 81 APPENDIX A: NON-GAAP FINANCIAL MEASURES A-1 APPENDIX B: AMENDED AND RESTATED QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN B-1 2025 PROXY STATEMENT i TABLE OF CONTENTS Note Regarding Forward-Looking Statements: In addition to historical information, this proxy statement contains forward-looking statements that are inherently subject to risks and uncertainties, including but not limited to statements regarding: our programs, initiatives and goals related to environmental, social and governance matters, including human capital; our long-term incentive plans, including their impact on talent acquisition and retention and anticipated equity usage thereunder; our executive and director compensation programs and strategies; our growth and diversification strategies; the benefits of our products and technologies; new products and design wins; and our design-win pipeline. Forward-looking statements are generally identified by words such as "expect," "anticipate," "intend," "plan," "goal," "believe," "seek," "estimate," "may," "will," "would" and similar expressions. Actual res

: Gender Identity

Part I: Gender Identity Directors 5 8 — —

: Demographic Background

Part II: Demographic Background African American or Black — 1 — — Alaskan Native or Native American — — — — Asian — — — — Hispanic or Latinx 1 1 — — Native Hawaiian or Pacific Islander — — — — White 4 7 — — Two or More Races or Ethnicities — 1 — — LGBTQ+ 1 Did Not Disclose Demographic Background — * The Board Diversity, Director Independence and Tenure graphs, and the Board Diversity Matrix, include all current directors. Directors Gregory Johnson and Anthony Vinciquerra will conclude their service on our Board at the Annual Meeting. 2025 PROXY STATEMENT 3 TABLE OF CONTENTS PROXY STATEMENT OVERVIEW B OARD E XPERIENCE & Q UALIFICATIONS The matrix below summarizes some of the key experiences, qualifications, attributes and skills of each individual director nominee. This summary is not intended to be an exhaustive list of each of our director nominee's skills or contributions to the Board. Further information on each director nominee, including specific experience, qualifications, attributes or skills is set forth in "Nominees for Election" beginning on page 23 of this proxy statement. Name Executive Leadership Public Company Board Experience Technology Industry Accounting | Finance Public Policy | Political Affairs International

Business

Business Information Security Climate | Environmental Sylvia Acevedo Cristiano Amon Mark Fields Jeffrey W. Henderson Ann M. Livermore Mark McLaughlin Jamie S. Miller Marie Myers Irene B. Rosenfeld Kornelis (Neil) Smit Jean-Pascal Tricoire Category Description Executive Leadership Experience in a senior leadership role at a public company or other large organization Public Company Board Service Experience on the board of directors of at least one other public company Technology Industry Experience in a company or companies in the information technology industry, including semiconductors and semiconductor equipment, software and information technology services, and technology hardware and equipment Accounting | Finance Experience in financial accounting, financial reporting, corporate finance, auditing, internal controls and procedures, capital markets and/or capital allocation in a public company or other large organization Public Policy | Political Affairs Experience as a member of government and/or through extensive interactions with government, policymakers or government agencies International Business Experience in a business with significant international operations and in a role with responsibility in international markets Information Security Experience in cybersecurity, information technology security and/or data security Climate | Environmental Experience or education in climate or environmental policy, corporate sustainability and/or other areas related to climate or the environment, including the assessment and management of climate-related risks 4 2025 PROXY STATEMENT TABLE OF CONTENTS PROXY STATEMENT OVERVIEW

EXECUTIVE COMPENSATION HIGHLIGHTS

EXECUTIVE COMPENSATION HIGHLIGHTS Compensation Program Best Practices Our compensation program is market-based and supports our business strategy. We avoid problematic pay practices and have implemented compensation plans that reinforce a performance-based company culture. What We Do What We Don't Do A significant portion of our executive officers' compensation varies with the Company's performance. For fiscal 2024, 61% of our CEO's target total direct compensation and 60% of our other named executive officers' (NEOs') aggregate target total direct compensation was based on Company performance. Our LTIP and Change in Control Severance Plan include a "double-trigger" provision for vesting of equity in connection with a change in control. In the event of a change in control where the acquirer assumes our outstanding unvested equity awards, the vesting of an executive officer's awards would accelerate only if the executive officer experiences a qualifying termination of employment in connection with the change in control. Awards that are not assumed will vest in accordance with the terms of the Long-Term Incentive Plan (LTIP) and applicable award agreements. We have a balanced approach to our incentive compensation programs with differentiated measures and time periods, and an ACIP modifier for human capital advancements. Our fiscal 2024 Annual Cash Incentive Plan (ACIP) is based on one year Adjusted Revenues and Adjusted Operating Income, with a modifier for human capital advancements. Performance stock units (PSUs) are based on three-year relative total stockholder return (RTSR) and Adjusted Earnings Per Share (EPS) performance and have a three-year cliff vest. Restricted stock units (RSUs) vest annually over three years. We have limits on the amounts of variable compensation that may be earned. Earned amounts under our ACIP are limited to 2x target amounts, and earned PSUs are limited to 2x target shares. We further limit earned RTSR PSUs to no mor

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