DEF 14A

DEF 14A 1 d263929ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ❑

Check the appropriate box:


❑		Preliminary Proxy Statement

❑		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

❑		Definitive Additional Materials

❑		Soliciting Material Pursuant to §240.14a-12

Qorvo, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒		No fee required.

❑		Fee paid previously with preliminary materials.

❑		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

June 27, 2022

Dear Stockholders:

You are cordially invited to attend Qorvo’s 2022 Annual Meeting of Stockholders, which will be held on August 9, 2022, at 8:00 a.m. Central Daylight Time at the Hotel Crescent Court, 400 Crescent Court, Dallas, TX 75201. During the annual meeting, we will discuss each item of business described in the Notice of Annual Meeting of Stockholders and Proxy Statement.

On or about June 27, 2022, we began mailing to certain stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including our 2022 Annual Report, via the Internet. The Notice of Internet Availability of Proxy Materials also contains instructions on how to receive a paper copy of the proxy materials. Stockholders who did not receive the Notice of Internet Availability of Proxy Materials will receive a paper copy of the Notice of Annual Meeting of Stockholders, Proxy Statement, Form of Proxy and 2022 Annual Report, which we also began mailing on or about June 27, 2022. Copies of these materials are available at www.proxyvote.com.

Your vote is important to us. It is important that your shares of common stock be represented at the annual meeting so that a quorum may be established. Even if you plan to attend the annual meeting in person, we encourage you to read the proxy materials carefully and vote your proxy as soon as possible. You may vote over the Internet, by telephone or by mailing a completed proxy card or voting instruction form. Additional information about the annual meeting is provided in the proxy materials. Thank you for your continued interest in Qorvo.

Sincerely,

LOGO

Jason K. Givens

Secretary

TABLE OF CONTENTS


NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS			i
2022 PROXY STATEMENT SUMMARY			ii
PROPOSAL 1 – ELECTION OF DIRECTORS			1
Nominees for Election of Directors			1
Director Nominees – Qualifications, Skills and Experience			5
Board Diversity Matrix			6
CORPORATE GOVERNANCE			7
Corporate Governance Guidelines			7
Independent Directors			7
Board Leadership Structure			7
Risk Oversight			8
Risk Oversight in Compensation Programs			8
Code of Ethics			9
Committees and Meetings			9
Audit Committee			9
Compensation Committee			10
Corporate Development Committee			11
Governance and Nominating Committee			11
Meeting Attendance			11
Executive Sessions			11
Corporate Social Responsibility and Environmental, Social and Governance Highlights			12
Whistleblower Policy			13
Prohibition on Hedging and Pledging			13
Pre-Approval Policies and Procedures			13
Procedures for Director Nominations			13
Stockholder Communications with Directors			15
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			16
EXECUTIVE OFFICERS			16
PROPOSAL 2 – APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			18
EXECUTIVE COMPENSATION			19
Compensation Discussion and Analysis			19
Executive Summary			19
Executive Compensation Program			21
Compensation Decision-Making Processes			22
Elements of Compensation			25
Change in Control Agreements			29
Conclusion			30
Compensation Committee Report			30
Summary Compensation Table			31
2022 Grants of Plan-Based Awards Table			32
Equity Compensation Plans			33
Outstanding Equity Awards at Fiscal 2022 Year-End Table			34
2022 Option Exercises and Stock Vested Table			35
2022 Nonqualified Deferred Compensation Table			35
Potential Payments upon Termination or Change-In-Control			36
Equity Awards			36
401(k) Savings Plan; Deferred Compensation Plan			36
Employee Stock Purchase Plan			36
Medical Benefits			36
Employment Agreement with Mr. Bruggeworth			36
Change in Control Agreements			38


Potential Payments Upon a Qualifying Termination after a Change in Control			39
Other Potential Payments Upon Resignation, Termination for Cause, Termination without Cause, Retirement or Constructive Termination			39
CEO Pay Ratio Disclosure			41
Director Compensation			41
Director Compensation Philosophy			41
Director Compensation for Fiscal Year Ended April 2, 2022			42
Schedule of Director Fees for Fiscal Year Ended April 2, 2022			43
Equity Compensation			43
Other Compensation			43
EQUITY COMPENSATION PLAN INFORMATION			44
2015 Inducement Stock Plan			44
PROPOSAL 3 – APPROVAL OF THE QORVO, INC. 2022 STOCK INCENTIVE PLAN			45
Summary of the Proposal			45
Background and Purpose of the 2022 Plan			45
Eligibility			45
Summary of Key 2022 Plan Provisions and Other Compensation Practices			45
Shares Reserved for Issuance Under the 2022 Plan			47
Responsible Plan Practices and Historical Share Usage			49
Administration			49
Amendment and Termination			50
Awards			50
Change of Control			51
Transferability			52
Forfeiture and Recoupment			52
Certain United States Federal Income Tax Consequences			52
New Plan Benefits			54
PROPOSAL 4 – RATIFICATION OF APPOINTMENT OF QORVO’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			55
Independent Registered Public Accounting Firm Fee Information			55
Report of the Audit Committee			56
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			57
RELATED PERSON TRANSACTIONS			59
Related Person Transactions Policy			59
VOTING AND OTHER INFORMATION			60
PROPOSALS FOR THE 2023 ANNUAL MEETING			60
GENERAL INFORMATION			61
Record Date and Shares Entitled to Vote			61
Quorum Requirements			61
How to Attend the Annual Meeting			61
Proxy Costs			61
Householding and Delivery of Proxy Materials			61
How to Vote Your Shares			62
Votes Required, Non-Votes, Abstentions, and Revocations			62
APPENDIX A – QORVO, INC. 2022 STOCK INCENTIVE PLAN			A-1

Website addresses and hyperlinks are included for reference only. The information contained on or available through websites referred to and/or linked to in this proxy statement (other than the Company’s website to the extent specifically referred to herein as required by SEC rules) is not part of this proxy solicitation and is not incorporated by reference into this proxy statement or any other proxy materials.

LOGO 2022 Proxy Statement

LOGO

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

Dear Qorvo Stockholders:

We hereby give notice that the 2022 Annual Meeting of Stockholders of Qorvo, Inc. (“Qorvo”) will be held on Tuesday, August 9, 2022, at 8:00 a.m. Central Daylight Time at the Hotel Crescent Court, 400 Crescent Court, Dallas, TX 75201, for the following purposes:

(1)

To elect the nine director nominees named in the accompanying proxy statement to serve a one-year term and until their respective successors are duly elected and qualified or until their earlier resignation or removal.

(2)

To approve, on an advisory basis, the compensation of our Named Executive Officers (as defined in the proxy statement).

(3)

To approve the Qorvo, Inc. 2022 Stock Incentive Plan.

(4)

To ratify the appointment of Ernst & Young LLP as Qorvo’s independent registered public accounting firm for the fiscal year ending April 1, 2023.

(5)

To transact such other business that may properly come before the meeting.

Under Delaware law, only stockholders of record at the close of business on the record date, June 16, 2022, are entitled to notice of and to vote at the annual meeting or any adjournment thereof. A list of the stockholders entitled to vote at the meeting will be available for examination by stockholders during the annual meeting.

By Order of the Board of Directors,

LOGO

Jason K. Givens

Secretary

June 27, 2022

Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to be held on August 9, 2022:

The Notice of Annual Meeting of Stockholders, Proxy Statement, Form of Proxy and 2022 Annual Report to Stockholders are available at www.proxyvote.com.

LOGO 2022 Proxy Statement i

LOGO

7628 Thorndike Road

Greensboro, North Carolina 27409-9421

2022 Proxy Statement Summary

This summary highlights information contained elsewhere in this proxy statement for Qorvo, Inc., which we sometimes refer to as the “Company” or “Qorvo.” This summary does not contain all the information that you should consider, and you should read the entire proxy statement carefully before voting.

Annual Meeting of Stockholders


●	Time and Date	8:00 a.m. Central Daylight Time, August 9, 2022

●	Place	Hotel Crescent Court 400 Crescent Court Dallas, TX 75201

●	Record Date	June 16, 2022

●	Voting	Stockholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals.

●	Entry	Stockholders attending the meeting in person will need to present valid photo identification and, if you are not a registered holder, proof of ownership of Qorvo common stock. See page 62 for further instructions.

How to Vote

Although stockholders may vote in person at the annual meeting, we strongly encourage all stockholders to vote their shares prior to the meeting using one of the voting methods below:

Mail

You may vote by signing, dating

and mailing the enclosed proxy

card or the voting instruction

form you received.

Telephone

Please call toll-free

1-800-690-6903 and follow the

instructions on the proxy card or

voting instruction form.

Internet

Please go to

www.proxyvote.com and

follow the instructions on the

website.

Meeting Agenda


Proposal	Description	Board Recommendation	Page

1	Election of the nine director nominees named in this Proxy Statement	✓ Vote FOR ALL	1

2	To approve, on an advisory basis, of the compensation of our Named Executive Officers	✓ Vote FOR	18

3	To approve the Qorvo, Inc. 2022 Stock Incentive Plan	✓ Vote FOR	45

4	Ratification of Ernst & Young LLP as Qorvo’s independent registered public accounting firm for fiscal 2023	✓ Vote FOR	55

ii LOGO 2022 Proxy Statement

2022 Proxy Statement Summary

Board Nominees

The following table provides summary information about each director nominee. The nominees receiving a majority of the votes cast at the meeting will be elected as directors.

Name

Age

Director

Since

Occupation

Independent

CDC

GNC

Ralph G. Quinsey

2015

Chairman of the Board of Qorvo; Secretary and

Treasurer of Dry Fly Distilling

Robert A. Bruggeworth

2013

President and CEO of Qorvo

Judy Bruner

2021

Former Executive Vice President, Administration and Chief Financial Officer, SanDisk Corporation

Jeffery R. Gardner

2015

President and CEO of CalAmp Corp.

John R. Harding

2015

General Partner of Harding Partners, LP

David H. Y. Ho

2015

Chairman and Founder of Kiina Investment Ltd.

Roderick D. Nelson

2015

Founder and Principal of Nelson Technology Partners, Inc.

Dr. Walden C. Rhines

2015

President and CEO of Cornami, Inc.

Susan L. Spradley

2017

CEO of Motion Intelligence


AC		Audit Committee
GNC		Governance and Nominating Committee
CC		Compensation Committee


C		Committee Chair
CDC		Corporate Development Committee

Fiscal 2022 Executive Compensation Elements

Base salary and short-term incentive compensation opportunities account for approximately 27% of each Named Executive Officer’s target total direct compensation, as further described below.

Long-term equity-based compensation, which accounts for approximately 73% of each Named Executive Officer’s target total direct compensation, consists of performance-based and service-based restricted stock unit awards, as further described below.

With the exception of compensation paid to Mr. Philip J. Chesley, who was hired effective November 1, 2021 and therefore did not receive a grant of Objectives-based RSUs for fiscal 2022, approximately 87% of each Named Executive Officer’s target total direct compensation mix for fiscal year 2022 is “at-risk” and approximately 56% is tied to performance.


Type	Form	Terms

Base Salary	Cash	Generally eligible for annual increase.
Short-Term Incentive Awards	Cash or equity	Based on attainment of Company performance metrics. Form of payment is determined by Compensation Committee.

Long-Term Equity-Based Incentive Awards	Restricted Stock Units (RSUs)
Long-Term Equity-Based Incentive Awards	Company Objectives-Based RSUs	Based on achievement of Company performance objectives. Earned at the end of a specified performance period, with 50% vesting upon certification of the level of achievement, and the remaining 50% vesting in equal installments over the following two years.

	Service-Based RSUs	Vest in increments of 25% per year over four years.

Other Employee Benefits	Health & Disability Insurance, 401(k) Plan, Employee Stock Purchase Plan & Deferred Compensation Plan	Eligible to participate in the same employee benefit plans generally available to all employees.

LOGO 2022 Proxy Statement iii

2022 Proxy Statement Summary

Fiscal 2022 Compensation Decisions

Effective as of the start of fiscal 2022, we made the following compensation decisions with respect to our Named Executive Officers:

●

Base salaries for our Named Executive Officers increased modestly reflecting the Company’s continuing solid financial performance during the pandemic and consideration of competitive market data as well as the individual performance and the roles and responsibilities of each Named Executive Officer.

●

Based on our financial performance in the first half and second half of fiscal 2022, the Named Executive Officers received short-term cash incentive awards at 148.3% and 54.3%, respectively, of their fiscal 2022 target percentage based on their base salary paid during the applicable six-month performance period.

●

Our Named Executive Officers earned (i) Company Objectives-based RSUs at 79% of the targeted number of units (based on the objectives measurable as of May 2022), and (ii) Service-based RSUs in amounts consistent with our equity-based compensation practices.

●

Short-term and long-term incentive objectives were not adjusted despite the ongoing market uncertainties created by the COVID-19 pandemic.

We believe our executive compensation program provides a balanced and stable foundation to reward our Named Executive Officers for achieving our corporate objectives. Our compensation philosophy emphasizes team effort, which we believe fosters rapid adjustment and adaptation to fast-changing market conditions and helps not only to achieve our short-term and long-term goals, but also to align the interests of our management team with those of Qorvo and our stockholders.

Sound Corporate Governance and Compensation Practices

Accountability

● Approximately 89% of our directors are considered independent

● Our Chairman of the Board is an independent director, as are the Chairs of each Board Committee

● Majority voting for director elections in uncontested elections

● Annual elections for all directors

● Require CEO stock ownership equal to 5x salary, to align with the interests of our stockholders

● Robust stock ownership requirements for directors equal to 5x their annual retainer

● Annual Board and Committee self-evaluations

● Individual director peer evaluations conducted on a biennial basis

● Our independent directors regularly meet in executive sessions without management, with the Chair of the Governance and Nominating Committee or the Lead Independent Director presiding

● Eligible stockholders may nominate their own director nominees to be included in the Company’s proxy materials

Board Diversity

● Approximately 33% of our directors are women or ethnic minorities

● Women comprise approximately 22% of the Board

Compensation

● Aligns Company performance with compensation of our Named Executive Officers

● Prohibitions on backdating and repricing of equity awards and options

● We do not provide perquisites to our executive officers

● We impose certain “clawback” restrictions in our senior officer equity awards

● We prohibit the hedging or pledging of Qorvo securities

● We provide change-in-control agreements with a “double trigger” for acceleration of equity awards requiring a qualifying termination of employment following a change in control

iv LOGO 2022 Proxy Statement

2022 Proxy Statement Summary

Cautionary Note Regarding Forward-Looking Statements

This proxy statement includes “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about our plans, objectives and representations, and typically are identified by use of terms such as “may,” “will,” “should,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” and similar words. Actual results and developments may be materially different from those expressed or implied by any of these forward-looking statements. You should not place undue reliance on any forward-looking statement and should consider the risks and uncertainties described in Qorvo’s most recent Annual Report on Form 10-K and in other reports and statements filed with the Securities and Exchange Commission.

LOGO 2022 Proxy Statement v

Proposal 1 – Election of Directors

PROPOSAL 1 – ELECTION OF DIRECTORS

Nominees for Election of Directors

We are asking you to elect each of the nine director nominees listed below to serve on our Board of Directors for a one-year term expiring at the annual meeting of stockholders in 2023. Under our bylaws, each director nominee receiving a majority of the votes cast at the annual meeting will be elected to another term as director. Directors will serve for a one-year term expiring at the 2023 annual meeting of stockholders or until his or her earlier resignation or removal.

All nine nominees presently serve as directors. Although we expect that each of the nominees will be available for election, if any vacancy in the slate of nominees occurs, we expect that shares of common stock represented by proxies will be voted for the election of a substitute nominee or nominees recommended by the Governance and Nominating Committee and approved by the Board of Directors. The names of the nine nominees for election to the Board, their principal occupations and qualifications are set forth below.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH
OF THE DIRECTOR NOMINEES LISTED BELOW.

Ralph G. Quinsey

Age: 66

Director Since: 2015

Committees:

Audit

Corporate Development

Governance and Nominating (Chair)

Mr. Quinsey has served as Chairman of the Board of Qorvo since January 2015 and as Lead Independent Director for Qorvo since August 2018. He was the President and Chief Executive Officer and a director of TriQuint Semiconductor, Inc. (“TriQuint”) from 2002 until TriQuint’s combination with RF Micro Devices, Inc. (“RFMD”) in a merger of equals to form Qorvo, effective January 1, 2015. From September 1999 to January 2002, Mr. Quinsey was Vice President and General Manager of the Analog Division of ON Semiconductor, a manufacturer of semiconductors for a wide array of applications. From 1979 to September 1999, Mr. Quinsey held various positions at Motorola, a manufacturer of semiconductors and communications equipment, including Vice President and General Manager of the RF/IF Circuits Division, which developed both silicon and GaAs technologies for wireless phone applications. Mr. Quinsey is the Secretary, Treasurer and a board member of Dry Fly Distilling, a privately held craft distiller, a board member of Perfect Company, a privately held Internet of Things (“IoT”)-based company, and an officer, board member and co-founder of Orcorazon, a privately held medical devices company. As the former Chief Executive Officer of TriQuint, Mr. Quinsey brings to the Board his deep institutional knowledge regarding our company, with an exceptional understanding of our company’s strengths, challenges and opportunities. Additionally, Mr. Quinsey has significant experience leading a public company through various phases of growth and brings to the Board his extensive knowledge of and breadth of experience with our business resulting from over 40 years in the semiconductor industry. Mr. Quinsey’s strong leadership skills and unique perspective as the long-time leader of TriQuint make him a tremendous asset to the Board.

Robert A. Bruggeworth

Age: 61

Director Since: 2013

Committees:

Corporate Development

Mr. Bruggeworth has served as our President and Chief Executive Officer and as a director since Qorvo’s incorporation in December 2013. Prior to becoming a director of Qorvo, he was RFMD’s President and Chief Executive Officer and a director from January 2003 until January 2015, having previously served in several senior management positions at RFMD beginning in September 1999. From July 1983 to April 1999, Mr. Bruggeworth held several manufacturing and engineering positions at AMP Inc. (now TE Connectivity LTD), a supplier of electrical and electronic connection devices, most recently as Divisional Vice President of Global Computer and Consumer Electronics based in Hong Kong. Since 2007, Mr. Bruggeworth has served on the board of directors, including as lead independent director since May 2017, of MSA Safety Incorporated, a publicly traded global leader in the development, manufacture and supply of safety products that protect people and facility infrastructures. In November 2020, the board of directors of the Semiconductor Industry Association elected Mr. Bruggeworth to serve as its 2021 Chair after serving as its Vice Chair in 2020. As our President and Chief Executive Officer, Mr. Bruggeworth understands our business and the challenges and issues that we face and brings to the Board strong leadership skills and substantial global business experience. Mr. Bruggeworth also has over 30 years of experience with respect to manufacturing, marketing and material sourcing for semiconductors and other electronic products.

LOGO 2022 Proxy Statement 1

Proposal 1 – Election of Directors

Judy Bruner

Age: 63

Director Since: 2021

Committees:

Audit

Governance and Nominating

Ms. Bruner served as the Executive Vice President, Administration and Chief Financial Officer of SanDisk Corp, a supplier of flash storage products, from June 2004 until its acquisition by Western Digital in May 2016. Ms. Bruner was Senior Vice President and Chief Financial Officer of Palm, Inc., a provider of handheld computing and communications solutions, from September 1999 until June 2004. Prior to that, she held financial management positions at 3Com Corporation, Ridge Computers and Hewlett-Packard Company. Ms. Bruner has served as a member of the boards of directors of Applied Materials, Inc., a publicly traded semiconductor equipment manufacturer, since July 2016, Rapid7, Inc., a security data and analytics solutions provider, since October 2016, and Seagate Technology plc, a publicly traded provider of storage solutions, since January 2018. She previously served on the boards of directors of Brocade Communications Systems, Inc. from January 2009 to November 2017 and Varian Medical Systems, Inc. from August 2016 to April 2021. Ms. Bruner brings to the Board semiconductor industry leadership and significant experience in financial management and board roles with a range of publicly traded technology companies.

SEC Form DEF 14A filed by Qorvo Inc.