|
![]() |
| |
Sincerely,
![]()
Cristiano R. Amon
President and Chief Executive Officer |
|
| LETTER FROM OUR CEO | | | |||||
| NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | | | |||||
| | | |
|
| | ||
| | | |
|
1 | | | |
| | | | | 1 | | | |
| | | | | 1 | | | |
| | | | | 1 | | | |
| | | | | 2 | | | |
| | | | | 3 | | | |
| | | | | 3 | | | |
| | | |
|
4 | | | |
| | | | | 4 | | | |
| | | | | 4 | | | |
| | | | | 4 | | | |
| | | | | 4 | | | |
| | | | | 5 | | | |
| | | | | 5 | | | |
| | | | | 5 | | | |
| | | | | 6 | | | |
| | | | | 6 | | | |
| | | | | 6 | | | |
| | | | | 6 | | | |
| | | | | 6 | | | |
| Householding | | | | | 7 | | |
| | | | | 7 | | | |
| | | | | 7 | | | |
| | | |
|
8 | | | |
| | | | | 8 | | | |
| | | | | 8 | | | |
| | | | | 9 | | | |
| | | | | 11 | | | |
| | | | | 11 | | | |
| | | | | 12 | | | |
| | | | | 13 | | | |
| | | | | 13 | | | |
| | | | | 14 | | | |
| | | | | 14 | | | |
| | | | | 14 | | | |
| | | | | 14 | | | |
| | | | | 15 | | | |
| | | | | 17 | | | |
| | | |
|
18 | | | |
| | | | | 18 | | | |
| | | | | 19 | | | |
| | | | | 25 | | | |
| | | |
|
26 | | | |
| | | | | 26 | | | |
| | | | | 26 | | | |
|
Representation from PricewaterhouseCoopers LLP at
the Annual Meeting |
| | | | 27 | | |
| | | | | 27 | | | |
| | | |
|
28 | | | |
| | | | | 28 | | | |
| | | | | 28 | | | |
| | | | | 28 | | | |
| | | |
|
30 | | | |
| Compensation Committee Interlocks and Insider Participation | | | | | 31 | | |
| | | | | 31 | | | |
| | | | | 32 | | | |
| | | | | 33 | | | |
| | | | | 34 | | | |
| | | |
|
35 | | | |
| | | | | 35 | | | |
| | | | | 35 | | | |
| | | | | 36 | | | |
| | | | | 36 | | | |
| | | | | 39 | | | |
| | | | | 44 | | | |
| | | | | 46 | | | |
| | | | | 49 | | | |
| | | | | 50 | | | |
| | | | | 50 | | | |
| | | |
|
51 | | | |
| | | | | 51 | | | |
| | | | | 52 | | | |
| | | | | 53 | | | |
| | | | | 54 | | | |
| | | | | 56 | | | |
| | | | | 56 | | | |
| | | | | 57 | | | |
| | | | | 61 | | | |
| | | | | 62 | | | |
| | | | | 65 | | | |
| | | | | 66 | | | |
| APPENDIX A: Performance Measurement Comparison of Stockholder Return | | | | | A-1 | | |
| | | | | B-1 | | | |
| | | | | C-1 | | |
|
2021 PROXY STATEMENT
|
| |
![]() |
| |
i
|
|
DATE AND TIME
|
| |
LOCATION
|
| |
RECORD DATE
|
| |||||||||
![]() |
| |
WEDNESDAY, MARCH 9, 2022
9:30 a.m. Pacific Time |
| |
![]() |
| |
Irwin M. Jacobs Qualcomm Hall
5775 Morehouse Drive San Diego, California 92121 |
| |
![]() |
| |
JANUARY 10, 2022
|
|
|
![]() |
| |
![]() |
| |
![]() |
| |
![]() |
| |
![]() |
|
|
Over the Internet at www.proxyvote.com
|
| |
By telephone at 1-800-690-6903
|
| |
By mailing your
completed proxy card or voting instruction form in the envelope provided |
| |
In Person at the
Annual Meeting |
| |
By scanning the QR
code with your mobile device |
|
Proposal
|
| | |
Board
Recommendation |
| | |
Page
Reference |
|
PROPOSAL 1: Election of Directors
|
| | |
![]() each Nominee
|
| | |
18
|
|
PROPOSAL 2: Ratification of the selection of PricewaterhouseCoopers LLP as our independent public accountants for our fiscal year ending September 25, 2022
|
| | |
![]() |
| | |
26
|
|
PROPOSAL 3: Advisory vote to approve the compensation of our named executive officers
|
| | |
![]() |
| | |
28
|
|
|
2021 PROXY STATEMENT
|
| |
![]() |
| |
1
|
|
|
2
|
| |
![]() |
| |
2021 PROXY STATEMENT
|
|
| |
Board Diversity Matrix (As of December 7, 2021)
|
| | |||||||||||||||||||||
| |
Total Number of Directors
|
| |
14
|
| | ||||||||||||||||||
| | | | | | | Female | | | | | | Male | | | |
Non-Binary
|
| |
Did Not
Disclose Gender |
| | |||
| | Part I: Gender Identity | | | | | | | | | | | | | | | | | | | | | | | |
| |
Directors
|
| | |
|
4
|
| | | | | 10 | | | |
—
|
| | | | — | | | |
| | Part II: Demographic Background | | | | | | | | | | | | | | | | | | | | | | | |
| |
African American or Black
|
| | | | — | | | | |
|
1
|
| | |
—
|
| | | | — | | | |
| |
Alaskan Native or Native American
|
| | | | — | | | | | | — | | | |
—
|
| | | | — | | | |
| |
Asian
|
| | | | — | | | | |
|
1
|
| | |
—
|
| | | | — | | | |
| |
Hispanic or Latinx
|
| | |
|
1
|
| | | |
|
1
|
| | |
—
|
| | | | — | | | |
| |
Native Hawaiian or Pacific Islander
|
| | | | — | | | | | | — | | | |
—
|
| | | | — | | | |
| |
White
|
| | |
|
3
|
| | | | | 8 | | | |
—
|
| | | | — | | | |
| |
Two or More Races or Ethnicities
|
| | | | — | | | | |
|
1
|
| | |
—
|
| | | | — | | | |
| |
LGBTQ+
|
| |
1
|
| | ||||||||||||||||||
| | Did Not Disclose Demographic Background | | |
—
|
| |
|
2021 PROXY STATEMENT
|
| |
![]() |
| |
3
|
|
|
4
|
| |
![]() |
| |
2021 PROXY STATEMENT
|
|
| |
Proposal
|
| | | | |
Vote
|
| |
Page Reference
|
| |
| |
PROPOSAL 1
|
| | Election of Directors | | |
FOR each Nominee
|
| |
18
|
| |
| |
PROPOSAL 2
|
| |
Ratification of the selection of PricewaterhouseCoopers LLP as our independent public accountants for our fiscal year ending September 25, 2022
|
| |
FOR
|
| |
26
|
| |
| |
PROPOSAL 3
|
| | Advisory vote to approve the compensation of our named executive officers | | |
FOR
|
| |
28
|
| |
|
2021 PROXY STATEMENT
|
| |
![]() |
| |
5
|
|
|
6
|
| |
![]() |
| |
2021 PROXY STATEMENT
|
|
|
2021 PROXY STATEMENT
|
| |
![]() |
| |
7
|
|
|
8
|
| |
![]() |
| |
2021 PROXY STATEMENT
|
|
|
2021 PROXY STATEMENT
|
| |
![]() |
| |
9
|
|
| |
Name
|
| |
Committees
|
| | ||||||
|
Audit
|
| |
HR and
Compensation |
| |
Governance
|
| | ||||
| |
Sylvia Acevedo
|
| | | | | | | |
Member
|
| |
| | Cristiano R. Amon | | | | | | | | | | | |
| |
Mark Fields
|
| |
Member
|
| | | | | | | |
| |
Jeffrey W. Henderson
|
| |
Chair
|
| | | | | | | |
| |
Gregory N. Johnson
|
| | | | |
Member
|
| | | | |
| |
Ann M. Livermore
|
| | | | | | | |
Member
|
| |
| |
Harish Manwani
|
| | | | |
Member
|
| | | | |
| | Mark D. McLaughlin* | | | | | | | | | | | |
| |
Jamie S. Miller
|
| |
Member
|
| | | | | | | |
| |
Clark T. Randt, Jr.
|
| | | | | | | |
Chair
|
| |
| |
Irene B. Rosenfeld
|
| | | | |
Chair
|
| | | | |
| |
Kornelis (Neil) Smit
|
| | | | |
Member
|
| | | | |
| |
Jean-Pascal Tricoire
|
| | | | | | | |
Member
|
| |
| |
Anthony J. Vinciquerra
|
| |
Member
|
| | | | | | | |
| |
Number of Committee Meetings Held in Fiscal 2021
|
| |
10
|
| |
7
|
| |
8
|
| |
|
10
|
| |
![]() |
| |
2021 PROXY STATEMENT
|
|
|
2021 PROXY STATEMENT
|
| |
![]() |
| |
11
|
|
|
12
|
| |
![]() |
| |
2021 PROXY STATEMENT
|
|
|
2021 PROXY STATEMENT
|
| |
![]() |
| |
13
|
|
|
14
|
| |
![]() |
| |
2021 PROXY STATEMENT
|
|
|
2021 PROXY STATEMENT
|
| |
![]() |
| |
15
|
|
|
16
|
| |
![]() |
| |
2021 PROXY STATEMENT
|
|
|
2021 PROXY STATEMENT
|
| |
![]() |
| |
17
|
|
|
18
|
| |
![]() |
| |
2021 PROXY STATEMENT
|
|
|
![]() |
| |
SYLVIA ACEVEDO
INDEPENDENT DIRECTOR
|
| |
AGE: 64
DIRECTOR SINCE: 2020 COMMITTEES: Governance OTHER PUBLIC COMPANY BOARDS: None |
|
|
![]() |
| |
CRISTIANO R. AMON
|
| |
AGE: 51
DIRECTOR SINCE: 2021 COMMITTEES: None OTHER PUBLIC COMPANY BOARDS: None |
|
|
2021 PROXY STATEMENT
|
| |
![]() |
| |
19
|
|
|
![]() |
| |
MARK FIELDS
INDEPENDENT DIRECTOR
|
| |
AGE: 60
DIRECTOR SINCE: 2018 COMMITTEES: Audit OTHER PUBLIC COMPANY BOARDS: Hertz Global Holdings, Inc. (since June 2021) TPG Pace Beneficial II Corp. (since April 2021) |
|
|
![]() |
| |
JEFFREY W. HENDERSON
INDEPENDENT DIRECTOR
|
| |
AGE: 57
DIRECTOR SINCE: 2016 COMMITTEES: Audit (Chair) OTHER PUBLIC COMPANY BOARDS: Becton, Dickinson and Company (since August 2018) Halozyme Therapeutics, Inc. (since August 2015) FibroGen, Inc. (since August 2015) |
|
|
20
|
| |
![]() |
| |
2021 PROXY STATEMENT
|
|
|
![]() |
| |
GREGORY N. JOHNSON
INDEPENDENT DIRECTOR
|
| |
AGE: 53
DIRECTOR SINCE: 2020 COMMITTEES: HR and Compensation OTHER PUBLIC COMPANY BOARDS: None |
|
|
![]() |
| |
ANN M. LIVERMORE
INDEPENDENT DIRECTOR
|
| |
AGE: 63
DIRECTOR SINCE: 2016 COMMITTEES: Governance OTHER PUBLIC COMPANY BOARDS: Samsara Inc. (since June 2021) Hewlett Packard Enterprise Co. (since November 2015) United Parcel Service, Inc. (since November 1997) |
|
|
2021 PROXY STATEMENT
|
| |
![]() |
| |
21
|
|
|
![]() |
| |
MARK D. McLAUGHLIN
INDEPENDENT DIRECTOR
|
| |
AGE: 56
DIRECTOR SINCE: 2015 CHAIR OF THE BOARD OTHER PUBLIC COMPANY BOARDS: Palo Alto Networks, Inc. (since August 2011) |
|
|
![]() |
| |
JAMIE S. MILLER
INDEPENDENT DIRECTOR
|
| |
AGE: 53
DIRECTOR SINCE: 2020 COMMITTEES: Audit OTHER PUBLIC COMPANY BOARDS: None |
|
|
22
|
| |
![]() |
| |
2021 PROXY STATEMENT
|
|
|
![]() |
| |
IRENE B. ROSENFELD
INDEPENDENT DIRECTOR
|
| |
AGE: 68
DIRECTOR SINCE: 2018 COMMITTEES: HR and Compensation (Chair) OTHER PUBLIC COMPANY BOARDS: None |
|
|
![]() |
| |
KORNELIS (NEIL) SMIT
INDEPENDENT DIRECTOR
|
| |
AGE: 63
DIRECTOR SINCE: 2018 COMMITTEES: HR and Compensation OTHER PUBLIC COMPANY BOARDS: None |
|
|
2021 PROXY STATEMENT
|
| |
![]() |
| |
23
|
|
|
![]() |
| |
JEAN-PASCAL TRICOIRE
INDEPENDENT DIRECTOR
|
| |
AGE: 58
DIRECTOR SINCE: 2020 COMMITTEES: Governance OTHER PUBLIC COMPANY BOARDS: Schneider Electric SE (since April 2013) |
|
|
![]() |
| |
ANTHONY J. VINCIQUERRA
INDEPENDENT DIRECTOR
|
| |
AGE: 67
DIRECTOR SINCE: 2015 COMMITTEES: Audit OTHER PUBLIC COMPANY BOARDS: Madison Square Garden Sports Corp. (since April 2020) |
|
|
24
|
| |
![]() |
| |
2021 PROXY STATEMENT
|
|
|
2021 PROXY STATEMENT
|
| |
![]() |
| |
25
|
|
| | | | |
Fiscal 2021
|
| |
Fiscal 2020
|
| | ||||||
| |
Audit fees (1)
|
| | | $ | 9,167,000 | | | | | $ | 9,485,000 | | | |
| |
Audit-related fees (2)
|
| | | | 1,941,000 | | | | | | 1,952,000 | | | |
| |
Tax fees (3)
|
| | | | 429,000 | | | | | | 7,000 | | | |
| |
All other fees (4)
|
| | | | 21,000 | | | | | | 11,000 | | | |
| |
Total
|
| | | $ | 11,558,000 | | | | | $ | 11,455,000 | | | |
|
26
|
| |
![]() |
| |
2021 PROXY STATEMENT
|
|
|
2021 PROXY STATEMENT
|
| |
![]() |
| |
27
|
|
|
28
|
| |
![]() |
| |
2021 PROXY STATEMENT
|
|
|
2021 PROXY STATEMENT
|
| |
![]() |
| |
29
|
|
| | | | |
Amount and Nature of
Beneficial Ownership (1) |
| | |||||||||
| |
Name of Beneficial Owner
|
| |
Number of Shares
|
| |
Percent of Class
|
| | ||||||
| |
Vanguard Group Inc. (2)
|
| | | | 103,616,214 | | | | | | 9.20% | | | |
| |
BlackRock, Inc. (3)
|
| | | | 79,999,443 | | | | | | 7.11% | | | |
| |
FMR LLC (4)
|
| | | | 57,626,656 | | | | | | 5.12% | | | |
| |
Cristiano R. Amon
|
| | | | 125,074 | | | | | | * | | | |
| |
Akash Palkhiwala
|
| | | | 46,970 | | | | | | * | | | |
| |
James H. Thompson (5)
|
| | | | 303,330 | | | | | | * | | | |
| |
Alexander H. Rogers
|
| | | | 37,388 | | | | | | * | | | |
| |
Heather Ace
|
| | | | 3,477 | | | | | | * | | | |
| |
Steve Mollenkopf (6)
|
| | | | 1,033,589 | | | | | | * | | | |
| |
Sylvia Acevedo (7)
|
| | | | 54 | | | | | | * | | | |
| |
Mark Fields (8)
|
| | | | 3,069 | | | | | | * | | | |
| |
Jeffrey W. Henderson (9)
|
| | | | 4,015 | | | | | | * | | | |
| |
Gregory N. Johnson (10)
|
| | | | — | | | | | | * | | | |
| |
Ann M. Livermore (11)
|
| | | | 22,942 | | | | | | * | | | |
| |
Harish Manwani (12)
|
| | | | 16,178 | | | | | | * | | | |
| |
Mark D. McLaughlin (13)
|
| | | | 15,063 | | | | | | * | | | |
| |
Jamie S. Miller (14)
|
| | | | — | | | | | | * | | | |
| |
Clark T. Randt, Jr. (15)
|
| | | | 11,051 | | | | | | * | | | |
| |
Irene B. Rosenfeld (16)
|
| | | | 2,190 | | | | | | * | | | |
| |
Kornelis (Neil) Smit (17)
|
| | | | 3,069 | | | | | | * | | | |
| |
Jean-Pascal Tricoire (18)
|
| | | | — | | | | | | * | | | |
| |
Anthony J. Vinciquerra (19)
|
| | | | 5,479 | | | | | | * | | | |
| |
All current executive officers and directors as a group (19 persons) (20)
|
| | | | 599,349 | | | | | | * | | | |
|
30
|
| |
![]() |
| |
2021 PROXY STATEMENT
|
|
|
2021 PROXY STATEMENT
|
| |
![]() |
| |
31
|
|
| |
Plan Category
|
| |
Number of Shares
to be Issued Upon Exercise / Vesting of Outstanding Awards |
| |
Weighted
Average Exercise Price of Outstanding Options (1) |
| |
Number of Shares
Remaining Available for Future Issuance |
| | |||||||||
| | Equity compensation plans approved by stockholders (2) | | | | | 33 (4) | | | | | $ | 52.19 | | | | | | 96 (5) | | | |
| | Equity compensation plans not approved by stockholders (3) | | | | | 0 (6) | | | | | $ | 5.34 | | | | | | — | | | |
| | Total | | | | | 33 | | | | | $ | 52.06 | | | | | | 96 | | | |
|
32
|
| |
![]() |
| |
2021 PROXY STATEMENT
|
|
|
2021 PROXY STATEMENT
|
| |
![]() |
| |
33
|
|
|
34
|
| |
![]() |
| |
2021 PROXY STATEMENT
|
|
|
Cristiano R. Amon
![]() |
| |
Current position: President and Chief Executive Officer (CEO), since June 2021
Prior Qualcomm leadership positions include:
•
President and CEO-elect, January 2021 to June 2021
•
President, January 2018 to January 2021
•
Executive Vice President, Qualcomm Technologies, Inc. (QTI) and President, Qualcomm CDMA Technologies (QCT), November 2015 to January 2018
•
Executive Vice President, QTI and Co-President QCT, October 2012 to November 2015
•
Senior Vice President and Co-President QCT, June 2012 to October 2012
•
Senior Vice President, QCT Product Management, October 2007 to June 2012
24 years of service with Qualcomm
|
|
|
Akash Palkhiwala
![]() |
| |
Current position: Chief Financial Officer (CFO), since November 2019
Prior Qualcomm leadership positions include:
•
Senior Vice President and Interim CFO, August 2019 to November 2019
•
Senior Vice President, QCT Finance, QTI, December 2015 to August 2019
•
Senior Vice President and Treasurer, October 2014 to December 2015
20 years of service with Qualcomm
|
|
|
James H. Thompson
![]() |
| |
Current position: Chief Technology Officer, QTI, since March 2017
Prior Qualcomm leadership positions include:
•
Executive Vice President, Engineering, QTI, October 2012 to March 2017
•
Senior Vice President, Engineering, July 1998 to October 2012
30 years of service with Qualcomm
|
|
|
Alexander H. Rogers
![]() |
| |
Current position: President, Qualcomm Technology Licensing (QTL) & Global Affairs, since June 2021
Prior Qualcomm leadership positions include:
•
President, QTL, October 2016 to June 2021
•
Senior Vice President and President, QTL, September 2016 to October 2016
•
Senior Vice President and Deputy General Counsel, October 2015 to September 2016
•
Senior Vice President, Legal Counsel, April 2007 to October 2015
21 years of service with Qualcomm
|
|
|
2021 PROXY STATEMENT
|
| |
![]() |
| |
35
|
|
|
Heather Ace
![]() |
| |
Current position: Chief Human Resources Officer, since March 2020
Prior leadership positions include:
•
Senior Vice President, Human Resources, DexCom, Inc., July 2016 to March 2020
•
Executive Vice President, Human Resources at Orexigen Therapeutics, Inc., January 2016 to July 2016
One year of service with Qualcomm
|
|
|
Steve Mollenkopf
![]() |
| |
Current position: Special Advisor, since June 2021
Prior Qualcomm leadership positions include:
•
CEO, March 2014 to June 2021
•
CEO-Elect and President, December 2013 to March 2014
•
President and Chief Operating Officer, November 2011 to December 2013
27 years of service with Qualcomm
|
|
|
36
|
| |
![]() |
| |
2021 PROXY STATEMENT
|
|
| | | | |
CEO Target Total Direct Compensation -
Annualized to reflect compensation for a full year |
| | |||
| | | | |
Cristiano Amon (Fiscal 2021) (1)
|
| |
Steve Mollenkopf (Fiscal 2020) (2)
|
| |
| |
Base Salary
|
| |
$1,150,000
|
| |
$1,535,000
|
| |
| |
Target ACIP % of Base
|
| |
200%
|
| |
200%
|
| |
| |
Target ACIP Opportunity $
|
| |
$2,300,000
|
| |
$3,070,000
|
| |
| |
Target Total Cash
|
| |
$3,450,000
|
| |
$4,605,000
|
| |
| |
Total Annual LTI Target Value
|
| |
$16,000,000
|
| |
$18,000,000
|
| |
| |
Target Total Direct Compensation
|
| |
$19,450,000
|
| |
$22,605,000
|
| |
|
2021 PROXY STATEMENT
|
| |
![]() |
| |
37
|
|
|
38
|
| |
![]() |
| |
2021 PROXY STATEMENT
|
|
| | | | | | | |
Objective
|
| | ||||||
| |
Component
|
| |
Form
|
| |
Attracts, Retains and
Motivates Talent and Aligns with Stockholders Interests |
| |
Supports the Execution of
Strategy |
| |
Balances Short- and
Long-Term |
| |
| |
Salary
|
| |
Cash
|
| |
Competitive amounts that attract and retain executive officers who develop and execute our business strategy
|
| | | | | | | |
| |
Annual Cash Incentive Plan
(ACIP) |
| |
Cash
|
| |
Aligns a portion of cash compensation with achieving the Company’s annual objectives
Payouts based on performance targets aligned with annual metrics
|
| |
Financial (90%)
•
Adjusted Revenues (weighted 50%)
•
Adjusted Operating Income (weighted 50%)
Non-Financial (10%)
•
Human capital advancements
|
| | Current fiscal year | | |
| |
Performance Stock Units (PSUs)
|
| |
Equity
|
| |
Aligns the majority of equity awards with achieving long-term performance targets
Payouts based on performance targets aligned with long-term stock price performance and financial metrics
|
| |
50% of the award is based on relative total stockholder return compared to the NASDAQ-100 (RTSR) and 50% is based on average Adjusted three-year EPS
|
| |
3-year performance period; 3-year cliff vest
|
| |
| |
Restricted Stock Units (RSUs)
|
| |
Equity
|
| |
Provides long-term retention value while further aligning our executive officers’ interest with stockholders
|
| |
Vesting based on continued service and value is tied to stock price
|
| | Annual vesting in equal installments over three years | | |
|
2021 PROXY STATEMENT
|
| |
![]() |
| |
39
|
|
| |
NEO
|
| |
2021
|
| |
2020
|
| |
% Change
|
| | |||||||||
| |
Cristiano Amon
|
| | | $ | 1,150,000 | | | | | $ | 1,000,000 | | | | | | 15% | | | |
| |
Akash Palkhiwala
|
| | | $ | 750,000 | | | | | $ | 750,000 | | | | | | —% | | | |
| |
James H. Thompson
|
| | | $ | 900,000 | | | | | $ | 900,000 | | | | | | —% | | | |
| |
Alexander H. Rogers
|
| | | $ | 800,000 | | | | | $ | 800,000 | | | | | | —% | | | |
| |
Heather Ace
|
| | | $ | 575,000 | | | | | $ | 575,000 | | | | | | —% | | | |
| |
Award Level
|
| |
Achievement of
Financial Objectives (% of Target) |
| |
Achievement of
Non-Financial Objective |
| |
ACIP Funding
(% of Target) (1) |
| | ||||||
| |
Maximum
|
| | | | 120% | | | |
Significantly above range
|
| | | | 200% | | | |
| |
Target
|
| | | | 100% | | | |
In range
|
| | | | 100% | | | |
| |
Threshold
|
| | | | 80% | | | |
Significantly below range
|
| | | | 0% | | | |
|
40
|
| |
![]() |
| |
2021 PROXY STATEMENT
|
|
|
2021 PROXY STATEMENT
|
| |
![]() |
| |
41
|
|
| |
Name
|
| |
ACIP Target as
Percent of Salary (%) |
| |
ACIP Target
($) |
| |
Payout % Per
Plan Formula |
| |
Payout %
Approved by HR and Compensation Committee |
| |
Earned Amount
Approved by HR and Compensation Committee ($) |
| | |||||||||||||||
| |
Cristiano R. Amon
|
| | | | 200% | | | | | $ | 2,075,000 (1) | | | | | | 149% | | | | | | 149% | | | | | $ | 3,092,000 (1) | | | |
| |
Akash Palkhiwala
|
| | | | 100% | | | | | $ | 750,000 | | | | | | 149% | | | | | | 149% | | | | | $ | 1,118,000 | | | |
| |
James H. Thompson
|
| | | | 150% | | | | | $ | 1,350,000 | | | | | | 149% | | | | | | 149% | | | | | $ | 2,012,000 | | | |
| |
Alexander H. Rogers
|
| | | | 140% | | | | | $ | 1,120,000 | | | | | | 149% | | | | | | 149% | | | | | $ | 1,669,000 | | | |
| |
Heather Ace
|
| | | | 100% | | | | | $ | 575,000 | | | | | | 149% | | | | | | 149% | | | | | $ | 857,000 | | | |
| |
Steve Mollenkopf
|
| | | | 250% | | | | | $ | 2,561,000 (2) | | | | | | 149% | | | | | | 149% | | | | | $ | 3,816,000 (2) | | | |
| |
Award Level
|
| |
Qualcomm’s RTSR Percentile Rank
Among the NASDAQ-100 |
| |
Multiple of Target
RTSR PSUs Earned (1) |
| |
| |
Maximum
|
| |
90th percentile and above
|
| |
2x
|
| |
| |
Target
|
| |
55th percentile
|
| |
1x
|
| |
| |
Threshold
|
| |
25th percentile
|
| |
0.25x
|
| |
| |
Below Threshold
|
| |
Below 25th percentile
|
| |
No shares earned
|
| |
|
42
|
| |
![]() |
| |
2021 PROXY STATEMENT
|
|
| |
Award Level
|
| |
Multiple of Target EPS PSUs Earned (1)
|
| |
| |
Maximum
|
| |
2x
|
| |
| |
Target
|
| |
1x
|
| |
| |
Threshold
|
| |
0.33x
|
| |
| |
Below Threshold
|
| |
No shares earned
|
| |
| |
Name
|
| |
RTSR PSUs
|
| |
EPS PSUs
|
| |
RSUs
|
| |
Total All Awards
|
| | ||||||||||||
| |
Cristiano R. Amon
|
| | | $ | 4,800,069 | | | | | $ | 4,800,004 | | | | | $ | 6,400,095 | | | | | $ | 16,000,168 | | | |
| |
Akash Palkhiwala
|
| | | $ | 1,440,123 | | | | | $ | 1,440,068 | | | | | $ | 1,920,002 | | | | | $ | 4,800,193 | | | |
| |
James H. Thompson
|
| | | $ | 2,700,121 | | | | | $ | 2,700,027 | | | | | $ | 3,600,036 | | | | | $ | 9,000,184 | | | |
| |
Alexander H. Rogers
|
| | | $ | 1,500,067 | | | | | $ | 1,500,060 | | | | | $ | 2,000,080 | | | | | $ | 5,000,207 | | | |
| |
Heather Ace
|
| | | $ | 825,073 | | | | | $ | 825,020 | | | | | $ | 1,100,071 | | | | | $ | 2,750,164 | | | |
| | | | |
RTSR
|
| |
ROIC
|
| |
Total
|
| | ||||||
| |
Target Performance
|
| |
50th Percentile
|
| | | | 24.0% | | | | | | — | | | |
| |
Actual Performance
|
| |
72nd percentile
|
| | | | 32.5% | | | | | | — | | | |
| |
Payout Percentage
|
| |
155%
|
| | | | 200% | | | | | | — | | | |
| |
Awarded Shares
|
| |
RTSR
|
| |
ROIC
|
| |
Total
|
| | |||||||||
| |
Cristiano R. Amon
|
| | | | 37,255 | | | | | | 57,910 | | | | | | 95,165 | | | |
| |
James H. Thompson
|
| | | | 32,599 | | | | | | 50,672 | | | | | | 83,271 | | | |
| |
Alexander H. Rogers
|
| | | | 18,628 | | | | | | 28,956 | | | | | | 47,584 | | | |
| |
Steve Mollenkopf
|
| | | | 86,236 | | | | | | 134,050 | | | | | | 220,286 | | | |
|
2021 PROXY STATEMENT
|
| |
![]() |
| |
43
|
|
| |
Component
|
| |
Form and Purpose
|
| |
Comment
|
| |
| |
Executive Physicals
|
| |
•
Provide a comprehensive physical exam designed to focus on wellness, prevention and early detection of potential health risks.
|
| | This benefit is available to our Vice President and above employee population. | | |
| |
Nonqualified Deferred Compensation Plan (NQDC Plan) Company Match
|
| |
•
Company match on employees’ deferred contributions up to a maximum amount based on a predefined formula.
•
Provide a competitive, nonqualified, tax-efficient defined contribution retirement program for employees deemed to be “highly compensated.”
|
| |
See the discussion titled “Fiscal 2021 Nonqualified Deferred Compensation” under the section “Compensation Tables and Narrative Disclosures” for a description of the Company match program.
The benefit of participation is available to our Senior Director and above employee population, with the match benefit available to our Vice President and above population.
|
| |
| |
Financial Planning Reimbursement
|
| |
•
Reimbursement of actual expenses, up to a pre-determined maximum amount, incurred for financial, estate and tax planning.
•
Attract and retain executive-level employees.
|
| |
We reimburse up to $12,500 for our CEO and up to $8,000 for our other executive officers.
This benefit is available to our Vice President and above employee population.
|
| |
| |
Additional Life Insurance
|
| |
•
Additional coverage, above the amount provided to all employees.
•
Attract and retain executive-level employees.
|
| |
The additional coverage is $1,000,000 for our CEO and $750,000 for our other executive officers. Additional life insurance coverage is also provided to our Vice President and above population.
|
| |
| |
Use of Corporate Aircraft for Personal Travel (Executive Officers Only)
|
| |
•
Facilitate flexible travel arrangements and provide security.
|
| |
We have a program that limits personal travel on our corporate aircraft such that compensation reportable in the Summary Compensation Table does not exceed $250,000 for our CEO and $650,000 for all of our executive officers in the aggregate.
|
| |
| |
Severance Benefits
|
| |
•
Provide severance payments and benefits upon a qualifying termination of employment
•
Provide transition income replacement that will allow the executive to not be distracted from business priorities.
•
Attract and retain executive-level employees.
|
| |
We believe the levels of severance provided by our Executive Officer Severance Plan (Severance Plan) are consistent with market practices. Our plan does not provide for any gross-ups for excise taxes imposed as a result of severance payments. This plan is described in more detail below.
|
| |
|
44
|
| |
![]() |
| |
2021 PROXY STATEMENT
|
|
| |
Component
|
| |
Form/Purpose
|
| |
Comment
|
| |
| |
Health Plans
|
| |
•
Support a healthy and productive workforce.
•
Attract and retain employees.
|
| |
Qualcomm’s health plans encourage prevention and provide protection against catastrophic health care costs. We offer health savings account funding to encourage appropriate utilization and tax-efficient savings. Our health plans are offered consistently to executive and non-executive employees.
|
| |
| |
401(k) Plan
|
| |
•
Provide a tax-efficient retirement savings opportunity.
•
Attract and retain employees.
|
| |
The 401(k) Plan is a tax-qualified deferred compensation plan. We match employee contributions in cash using a tiered structure in order to encourage participation among all employees. If an employee contributes the maximum amount permitted under IRS rules, including the maximum catch-up contribution for employees age 50 or older, the Company’s match would be $6,275 for 2021.
|
| |
| |
Employee Stock Purchase Plan (ESPP)
|
| |
•
Encourage ownership of Qualcomm stock and align employee and stockholder interests.
•
Attract and retain employees.
|
| |
The ESPP is a tax-qualified plan available to all U.S.-based employees. Purchases through payroll deductions are limited to $12,500 in fair market value (FMV) of our common stock per six-month offering period (determined on the first day of each offering period). The purchase price is equal to 85% of the lower of: (1) the FMV on the first day of the offering period or (2) the FMV on the last day of the offering period.
|
| |
| |
Charitable Contribution Match
|
| |
•
Matching cash paid to the charitable organization.
•
Encourage and extend employees’ support of cultural, educational and community non-profit organizations.
|
| |
We match 100% of employee contributions for employees, up to predefined maximum amounts, to qualified tax-exempt non-profit organizations, excluding organizations that further religious doctrine, exclusionary organizations and/or political non-profit organizations. The maximum annual amount we will match is based on the employee’s job level. We will match up to $125,000 for our CEO and our President (if not also our CEO) and up to $100,000 for our other executive officers.
|
| |
| |
Change in Control Severance
|
| |
•
Provide severance payments and benefits upon a qualifying termination of employment following a change in control of the Company.
•
Provide transition income replacement that will allow the employee to not be distracted from business priorities.
•
Treat employees fairly following a change in control.
|
| |
A cash severance package is provided based on job level and years of service, and unvested stock awards would vest. Employees would also receive outplacement support and U.S.-based employees would receive paid health care coverage through COBRA for the length of the severance period, not to exceed 18 months.
We believe that the benefits provided under our Executive Officer Change in Control (CIC) Severance Plan (CIC Severance Plan) are consistent with market practices. In addition, we do not provide for any “single trigger” payments. Our plans do not provide for any gross-ups for excise taxes imposed as a result of severance or other payments deemed made in connection with a change in control.
|
| |
|
2021 PROXY STATEMENT
|
| |
![]() |
| |
45
|
|
|
46
|
| |
![]() |
| |
2021 PROXY STATEMENT
|
|
|
2021 PROXY STATEMENT
|
| |
![]() |
| |
47
|
|
| |
Revenues
|
| | ||||||
| | Company | | | | $ | Millions | | | |
| | Intel | | | | $ | 77,712 | | | |
| | T-Mobile US | | | | $ | 77,043 | | | |
| | HP Inc. | | | | $ | 57,667 | | | |
| | Charter | | | | $ | 48,881 | | | |
| | Cisco | | | | $ | 48,026 | | | |
| | Accenture | | | | $ | 45,677 | | | |
| | Oracle | | | | $ | 39,691 | | | |
| | Qualcomm | | | | $ | 29,409 | | | |
| | Netflix | | | | $ | 26,392 | | | |
| | Broadcom | | | | $ | 24,685 | | | |
| | Micron Technology | | | | $ | 23,503 | | | |
| | Visa | | | | $ | 21,354 | | | |
| | salesforce.com | | | | $ | 21,252 | | | |
| | Applied Materials | | | | $ | 18,202 | | | |
| | NVIDIA | | | | $ | 16,675 | | | |
| | Texas Instruments | | | | $ | 15,421 | | | |
| | Lam Research | | | | $ | 13,273 | | | |
| | VMware | | | | $ | 11,767 | | | |
| | AMD | | | | $ | 11,422 | | | |
| | eBay | | | | $ | 11,165 | | | |
| | NXP Semiconductors | | | | $ | 9,158 | | | |
| | Intuit | | | | $ | 7,717 | | | |
| | Analog Devices | | | | $ | 5,858 | | | |
| | 75th Percentile | | | | $ | 44,180 | | | |
| | Median | | | |