DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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of the Securities Exchange Act of 1934

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❑		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)

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LOGO

June 28, 2023

Dear Stockholders:

We are inviting you to attend Qorvo’s 2023 Annual Meeting of Stockholders, which will be held on August 15, 2023, at 8:00 a.m. Central Daylight Time at The Ritz-Carlton, 2121 McKinney Avenue, 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 28, 2023, 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 2023 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. Those stockholders who did not receive the Notice of Internet Availability of Proxy Materials will instead receive a paper copy of the Notice of Annual Meeting of Stockholders, Proxy Statement, Form of Proxy and 2023 Annual Report. 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 2023 ANNUAL MEETING OF STOCKHOLDERS			i
2023 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			9
Code of Ethics			9
Committees and Meetings			9
Meeting Attendance			10
Audit Committee			10
Compensation Committee			11
Corporate Development Committee			12
Governance and Nominating Committee			12
Executive Sessions			12
Corporate Social Responsibility and Environmental, Social and Governance Highlights			12
Whistleblower Policy			14
Prohibition on Hedging and Pledging			14
Procedures for Director Nominations			14
Stockholder Communications with Directors			16
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			17
EXECUTIVE OFFICERS			17
PROPOSAL 2 – APPROVAL OF THE COMPENSATION OF OUR NAMED OFFICER			19
EXECUTIVE COMPENSATION			20
Compensation Discussion and Analysis			20
Executive Summary			20
Executive Compensation Program			23
Compensation Decision-Making Processes			24
Compensation Elements			27
Change in Control Agreements			32
Compensation Committee Report			33
Compensation of Executive Officers			34
Summary Compensation Table			34
2023 Grants of Plan-Based Awards Table			35
Equity Compensation Plans			36
Outstanding Equity Awards at Fiscal Year-End			37
2023 Option Exercises and Stock Vested Table			38


Potential Payments upon Termination or Change-In-Control			38
Equity Awards			39
401(k) Savings Plan; Deferred Compensation Plan			39
Employee Stock Purchase Plan			39
Medical Benefits			39
Employment Agreement with Mr. Bruggeworth			39
Change in Control Agreements			40
Potential Payments Upon a Qualifying Termination following a Change in Control			42
Other Potential Payments Upon Resignation, Termination for Cause, Termination without Cause, Retirement or Constructive Termination			42
CEO Pay Ratio Disclosure			43
PAY VERSUS PERFORMANCE			45
COMPENSATION OF DIRECTORS			50
Director Compensation Philosophy			50
Director Compensation for Fiscal Year Ended April 1, 2023			50
Schedule of Director Fees for Fiscal Year Ended April 1, 2023.			51
Equity Compensation			51
Other Compensation			51
EQUITY COMPENSATION PLAN INFORMATION			52
PROPOSAL 3 – RATIFICATION OF APPOINTMENT OF QORVO’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			53
Independent Registered Public Accounting Firm Fee Information			53
Pre-Approval Policies and Procedures			53
REPORT OF THE AUDIT COMMITTEE			54
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			55
RELATED PERSON TRANSACTIONS			57
Related Person Transactions Policy			57
VOTING AND OTHER INFORMATION			58
PROPOSALS FOR THE 2024 ANNUAL MEETING			58
GENERAL INFORMATION			59
Record Date and Shares Entitled to Vote			59
Quorum Requirements			59
How to Attend the Annual Meeting			59
Proxy Costs			59
Householding and Delivery of Proxy Materials			59
How to Vote Your Shares			60
Votes Required, Non-Votes, Abstentions, and Revocations			60
Other Business			60

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 2023 Proxy Statement

LOGO

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

Dear Qorvo Stockholders:

We hereby give notice that the 2023 Annual Meeting of Stockholders of Qorvo, Inc. (“Qorvo”) will be held on Tuesday, August 15, 2023, at 8:00 a.m. Central Daylight Time at The Ritz-Carlton, 2121 McKinney Avenue, 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 disclosed in the proxy statement).

(3)

To ratify the appointment of Ernst & Young LLP as Qorvo’s independent registered public accounting firm for the fiscal year ending March 30, 2024.

(4)

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

Only stockholders of record at the close of business on the record date, June 20, 2023, are entitled to notice of and to vote at the annual meeting or any adjournment thereof.

By Order of the Board of Directors,

LOGO

Jason K. Givens

Secretary

June 28, 2023

Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to be held on August 15, 2023: The Notice of Annual Meeting of Stockholders, Proxy Statement, Form of Proxy and Annual Report on Form 10-K are available at www.proxyvote.com.

LOGO 2023 Proxy Statement i

LOGO

7628 Thorndike Road

Greensboro, North Carolina 27409-9421

2023 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 15, 2023

●	Place	The Ritz-Carlton 2121 McKinney Avenue Dallas, TX 75201

●	Record Date	June 20, 2023

●	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.

●	Attending the Meeting	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 59 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	Approval, on an advisory basis, of the compensation of our Named Executive Officers	✓ Vote FOR	19

3	Ratification of Ernst & Young LLP as Qorvo’s independent registered public accounting firm for fiscal 2024	✓ Vote FOR	53

ii LOGO 2023 Proxy Statement

2023 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 and Lead Independent Director 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

Partner, TAP Growth Group

◆

AC — Audit Committee

GNC — Governance and Nominating Committee

CC — Compensation Committee

C — Committee Chair

CDC — Corporate Development Committee

Fiscal 2023 Executive Compensation Elements

Base salary and short-term incentive compensation opportunities account for approximately 25% of each Named Executive Officer’s (as identified in the Compensation Discussion and Analysis section) target total direct compensation, as further described below.

Long-term equity-based compensation, which accounts for approximately 75% of each Named Executive Officer’s target total direct compensation, consists of performance-based restricted stock unit awards (“Performance-based RSUs”) and service-based restricted stock unit awards (“Service-based RSUs”), as further described below.

With the exception of compensation paid to Mr. Grant A. Brown, who was named our Chief Financial Officer effective August 29, 2022, approximately 76% of each Named Executive Officer’s target total direct compensation mix for fiscal year 2023 is “at-risk” and approximately 59% 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	Performance-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.
Long-Term Equity-Based Incentive Awards	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 2023 Proxy Statement iii

2023 Proxy Statement Summary

Fiscal 2023 Compensation Decisions

For fiscal 2023, we made the following compensation decisions with respect to our Named Executive Officers:

●

Base salaries for our Named Executive Officers increased modestly reflecting the Compensation Committee’s consideration of competitive market data as well as the individual performance and roles and responsibilities of each Named Executive Officer.

●

Based on our financial performance in the first half and second half of fiscal 2023, the Named Executive Officers received short-term cash incentive awards at 95% and 0%, respectively, of their fiscal 2023 target percentage based on their base salary paid during the applicable six-month performance period.

●

Our Named Executive Officers earned (i) Company Performance-based RSUs at 109.5% of the targeted number of units (based on the objectives measurable as of May 2023), and (ii) Service-based RSUs in amounts consistent with our equity-based compensation practices.

●

The Compensation Committee certified certain performance objectives for Performance-based RSUs initially granted for fiscal year 2022, whose performance periods ended between April 30, 2022 and September 30, 2022.

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

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

● Annual Board and Committee self-evaluations

● Annual CEO evaluation process led by the Chair of the Governance & Nominating Committee (currently our Lead Independent Director)

● 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 without stockholder approval

● We do not provide perquisites to our executive officers

● We impose “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 2023 Proxy Statement

2023 Proxy Statement Summary

Cautionary Note Regarding Forward-Looking Statements

This proxy statement includes “forward-looking statements” within the meaning of the federal securities laws. These forward-looking statements include, but are not limited to, statements about our plans, objectives, representations and contentions, and are not historical facts and typically are identified by terms such as “may,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “forecast,” “predict,” “potential,” “continue” and similar words, although some forward-looking statements are expressed differently. Although forward-looking statements in this proxy statement reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known and understood by us. Consequently, forward-looking statements involve inherent risks and uncertainties, and actual financial results and outcomes may differ materially and adversely from the results and outcomes discussed in or anticipated by the forward-looking statements. Material factors that could cause actual results to differ materially from our expectations are summarized and disclosed 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 2023 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 2024, or until his or her earlier resignation or removal. 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.

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: 67

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.

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: 62

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. Since November 2022, Mr. Bruggeworth has served on the board of directors of Seagate Technology Holdings plc, a publicly traded provider of storage solutions. Mr. Bruggeworth served as the Chair of the Semiconductor Industry Association in 2021, and served 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 2023 Proxy Statement 1

Proposal 1 – Election of Directors

Judy Bruner

Age: 64

Director Since: 2021

Committees:

● Audit

● Governance and Nominating

Ms. Bruner has served on the Board of Directors since May 2021. She 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 Holdings 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.

Jeffery R. Gardner

Age: 63

Director Since: 2015

Committees:

● Audit (Chair)

● Governance and Nominating

Mr. Gardner has served on the Board of Directors since January 2015. From 2004 until 2015, he served as a director of RFMD. Mr. Gardner has served as President and Chief Executive Officer of CalAmp Corp., a publicly traded company that is a leading provider of wireless communications solutions for a broad array of applications to customers globally, since July 2020 (after having served in that interim role since March 2020) and has served as a member of its board of directors since January 2015. From September 2015 through February 2020, Mr. Gardner served as President and Chief Executive Officer of Brinks Home Security^™, one of the largest home security monitoring companies in the U.S., which was an affiliate of Ascent Capital Group, Inc. through August 2019. Mr. Gardner served as Executive Vice President of Ascent from September 2015 to August 2019 and as a director of Ascent from November 2016 until August 2019. From 2005 until December 2014, Mr. Gardner was President and Chief Executive Officer of Windstream Corporation, a leading provider of advanced network communications and technology solutions, including cloud computing and managed services. Mr. Gardner also served as a director of Windstream from 2005 until February 2015. Prior to Windstream, Mr. Gardner held several positions at ALLTEL, including Executive Vice President and Chief Financial Officer. He is a National Association of Corporate Directors (NACD) Leadership Fellow, having completed the NACD’s program for corporate directors. Mr. Gardner is a former member of the Business Roundtable, an association of chief executive officers of leading U.S. companies. He also served as Chairman of the United States Telecom Association, a telecommunications trade association.

Mr. Gardner has been in the communications industry since 1986 and brings to the Board and its committees valuable industry insight, including extensive knowledge regarding the requirements of downstream customers, resulting from his experience as a CEO and CFO of public companies in the wireless telecommunications industry. Additionally, Mr. Gardner has specific expertise in the areas of strategic development, finance, financial reporting and accounting and internal controls.

2 LOGO 2023 Proxy Statement

Proposal 1 – Election of Directors

John R. Harding

Age: 68

Director Since: 2015

Committees:

● Audit

● Corporate Development (Chair)

Mr. Harding has served on the Board of Directors since January 2015. From 2006 until 2015, he served as a director of RFMD. Since January 2020, Mr. Harding has served as a consultant in the fabless semiconductor design and manufacturing field as the General Partner of Harding Partners, LP. Mr. Harding co-founded eSilicon Corporation, a privately held company that designed and manufactured complex, custom chips for a broad portfolio of large and small firms. He served as President and Chief Executive Officer of eSilicon from its inception in May 2000 until it was acquired by Inphi Corporation (and concurrently sold certain assets to Synopsys, Inc.) in January 2020. Before starting eSilicon Corporation, Mr. Harding served as President, Chief Executive Officer and a director of publicly traded Cadence Design Systems, Inc., which acquired his former employer, Cooper & Chyan Technology, Inc. Mr. Harding held a variety of senior management positions at Zycad Corporation, and his career also includes positions with TXL and IBM Corporation. From 2012 to 2016, Mr. Harding served on the board of directors of Advanced Micro Devices, Inc. Mr. Harding has also held leadership roles at Drew University, where he was Vice Chairman of the Board of Trustees, and Indiana University, where he was a member of the Advisory Board for the School of Public and Environmental Affairs. In addition, Mr. Harding has served as a member of the Steering Committee at the U.S. Council on Competitiveness and was a former member of the National Academies Committee for Software, Growth and the Future of the U.S. Economy. From 2004 to 2020, Mr. Harding served as a member of the board of directors of the Global Semiconductor Alliance. Since August 2022, Mr. Harding has served as a director and Chair of the Board of Meta Materials Inc., a publicly traded developer of high-performance materials and nanocomposite, and since April 2021, as a director of SandFirst, Inc., an Electronic Design Automation (EDA) company. He is a frequent international speaker on the topics of innovation, entrepreneurship and semiconductor trends and policies.

Mr. Harding brings to the Board and its committees a deep understanding of the challenges facing semiconductor companies gained from his experience as Chairman and Chief Executive Officer of eSilicon Corporation. Additionally, Mr. Harding has substantial operational experience, business acumen and expertise in corporate strategy development.

David H. Y. Ho

Age: 64

Director Since: 2015

Committees:

● Compensation

● Corporate Development

Mr. Ho has served on the Board of Directors since January 2015. From 2010 until 2015, he served as a director of TriQuint. Mr. Ho is Chairman and Founder of Kiina Investment Ltd., a venture capital firm that invests in start-up companies in the technology, media and telecommunications industries. Mr. Ho previously served as a senior advisor for Permira Advisors LLC, a private equity buyout fund, Chairman of Greater China for Nokia Siemens Networks, President of Greater China for Nokia Corporation and Senior Vice President of the Nokia Networks Business Group. He has also held senior leadership roles with Nortel Networks and Motorola in China and Canada. Mr. Ho currently serves as a member of the board of Sun Life Financial, Inc. and Sun Life Assurance Company of Canada (since 2021) in Canada; Air Products and Chemicals, Inc. (since 2013) in the United States; DBS Group Holdings Limited and DBS Bank Limited (since 2023), a leading financial services group located in Singapore. Mr. Ho previously was a director of DBS Bank Hong Kong Limited from 2019 to 2023, China COSCO Shipping Corporation, the world’s largest shipping conglomerate, from 2016 through 2021, China Mobile Communications Corporation, the world’s largest mobile communications carrier, from 2016 to 2020; Pentair plc from 2007 until 2018 when it spun off its electrical business into nVent Electric plc; nVent Electric plc from 2018 until 2020; Dong Fang Electric Corporation from 2009 through 2015; 3Com Corporation from 2008 through 2010; Owens-Illinois Inc. from 2008 to 2012; and Sinosteel Corporation from 2008 until 2012.

Mr. Ho brings to the Board and its committees extensive experience and business knowledge of global markets in diversified industries, with a strong track record in establishing and building mobile handset and infrastructure businesses in China. He also has significant management expertise in operations, mergers, acquisitions and joint ventures in Asia.

LOGO 2023 Proxy Statement 3

Proposal 1 – Election of Directors

Roderick D. Nelson

Age: 63

Director Since: 2015

Committees:

● Compensation

● Corporate Development

● Governance and Nominating

Mr. Nelson has served on the Board of Directors since January 2015. From 2012 until 2015, he served as a director of TriQuint. An expert in wireless technology, in 2022 Mr. Nelson founded and is principal of Nelson Technology Partners, Inc., providing strategic and operational advice to communications companies. Since 2009, he has been the co-founder and principal of Tritech Sales and Services, LLC, a strategic product, business development and sales function consulting firm. In 2017, he co-founded Geoverse, LLC, a company which designs, deploys and manages in-building cellular LTE systems, and served as its Chief Executive Officer from June 2018 through April 2022. Mr. Nelson served as the Chief Technology Officer for Globetouch, Inc., a privately held global provider of 3G and LTE mobile broadband services for connected devices and IoT applications, from January 2015 to August 2017. He served as Executive Vice President and Chief Technology Officer of AT&T Wireless Services where, over a twenty-year career, he led the Technology Development Group responsible for the development and deployment of the first 3G networks in the United States. During his career, Mr. Nelson has worked closely with both national and international regulators and standards bodies on the creation of wireless specifications and standards. Mr. Nelson holds numerous patents covering broad and fundamental aspects of wireless communications.

Mr. Nelson brings to the Board and its committees substantial experience in the wireless communications industry, including his extensive knowledge regarding the requirements of downstream customers. He also has significant technical expertise, such as his standards development experience, 4G and 5G network deployment experience, and a deep understanding of the regulatory environment applicable to our business.

Dr. Walden C. Rhines

Age: 76

Director Since: 2015

Committees:

● Compensation (Chair)

● Governance and Nominating

Dr. Rhines has served on the Board of Directors since January 2015. From 1995 until 2015, he served as a director of TriQuint. Since March 2020, he has served as President and Chief Executive Officer of Cornami, Inc., a semiconductor processor company focused on fully homomorphic encryption. Since October 2019, he has served as Chief Executive Officer of Rhines Consultants, a consulting firm in the semiconductor, integrated circuit design and manufacturing fields. Dr. Rhines was also CEO Emeritus of Mentor, a Siemens Business, an electronic design automation company, until October 2020, having previously served as President and Chief Executive Officer of Mentor from its acquisition by Siemens Industry, Inc. in March 2017 until October 2018. He previously served as Chief Executive Officer of Mentor Graphics Corporation from 1993 and chairman of its board of directors from 2000 until the acquisition of Mentor Graphics by Siemens in 2017. Prior to joining Mentor Graphics, he spent 21 years at Texas Instruments, a leading global semiconductor and technology company, with his most recent position as the Executive Vice President of its Semiconductor Group with responsibility for its worldwide semiconductor business. Dr. Rhines serves on two private company boards, Silvaco, an electronic design automation software company, and Pallidus, a producer of silicon carbide wafers. He also served as a director of Cirrus Logic, Inc., a semiconductor company, from 1995 to 2009, as a director of Electronic System Design Alliance, a trade association for electronic design companies, from 1994 to 2019, and as a director of Semiconductor Research Corporation, a technology research consortium from 2002 until 2020. Dr. Rhines served as a director of PTK Acquisition Corp., a special purpose acquisition company, in 2020 and 2021 and as a consultant to the Defense Advanced Research Projects Agency (DARPA), a research investment arm of the U.S. government. In 2021, Dr. Rhines was the recipient of the Global Semiconductor Alliance’s highest honor, the Dr. Morris Chang Exemplary Leadership Award, which recognizes individuals for their exceptional contributions and leadership within the industry.

Dr. Rhines brings to the Board and its committees over 45 years of experience in the semiconductor industry, including substantial operating experience and management expertise as a CEO of a publicly traded technology company. He also brings strong leadership skills and a significant understanding of international markets.

4 LOGO 2023 Proxy Statement

Proposal 1 – Election of Directors

Susan L. Spradley

Age: 62

Director Since: 2017

Committees:

● Compensation

● Corporate Development

● Governance and Nominating

Ms. Spradley has served on the Board of Directors since January 2017. Since April 2023, Ms. Spradley has served as a partner in TAP Growth Group, a senior executive consulting firm, where she previously served as a partner from August 2017 to June 2019. From January 2018 to September 2022, she was the Chief Executive Officer of Motion Intelligence, a privately held software-as-a-service company. Ms. Spradley served as principal of Spradley Consulting LLC, a consulting firm that she founded, from February 2017 until January 2020. From January 2013 until January 2017, she served in various roles at Viavi Solutions Inc. (formerly JDS Uniphase), most recently as Executive Vice President and General Manager–Network and Service Enablement. Prior to joining Viavi Solutions Inc., Ms. Spradley served as executive director at US-Ignite from April 2011 to December 2012. Prior to that, Ms. Spradley was President of the North America region at Nokia Siemens Networks from 2007 to 2011, responsible for regional profit and loss, sales and service. From 1997 to 2005, she held executive positions at Nortel Networks Corporation. Ms. Spradley has served on the board of directors of Avaya Holdings Corp., a publicly traded communications applications provider, since December 2017, and NetScout Systems, Inc., a publicly traded real-time operational intelligence and performance analytics company, since April 2018. She previously served on the board of directors of publicly traded EXFO Inc. from October 2011 through November 2012. Ms. Spradley is a board member of Catalyst Campus, a non-profit organization focused on advancing start up technology for the U.S. Government.

Ms. Spradley brings to the Board and its committees more than 25 years of experience in the wireless telecommunications industry, including broad operating experience in sales, product portfolio management, and research and development for multiple global communications-related companies. She also has extensive public company executive leadership experience. In 2017, Ms. Spradley earned a CERT Certificate in Cybersecurity Oversight issued by the CERT Division of the Software Engineering Institute at Carnegie Mellon University.

Director Nominees – Qualifications, Skills and Experience


Experience/Expertise		Number of Directors

Governance/Public Company Experience ● Experience with public company governance issues and Board policies and oversight responsibilities	9

Accounting or Financial Experience ● Experience analyzing financial statements and overseeing our accounting and financial reporting processes	5

Semiconductor/Wireless Communication Experience ● Knowledge of key industry-related issues impacting our Company	9

International Experience ● Global perspective of the Company’s operations and related risks	7

Strategic Planning ● Experience navigating a changing competitive landscape	5

CEO or Executive Leadership Experience ● Served in significant leadership positions and have strong abilities to motivate and manage others	9

Cybersecurity and Information Technology ● Understanding of technology and the efforts and tools needed to protect the security of our data	4

Manufacturing/Operations ● Understanding of the semiconductor industry and from a manufacturing and logistics perspective	5

LOGO 2023 Proxy Statement 5

Proposal 1 – Election of Directors

Board Diversity Matrix

The following matrix includes all directors serving as of June 28, 2023, and remains unchanged from our prior disclosures of our Board diversity as of June 27, 2022.


Board Diversity Matrix

Total Number of Directors	9
Part I: Gender	Female	Male

Directors	2	7
Part II: Demographic

Asian		1

White	2	6

6 LOGO 2023 Proxy Statement

Corporate Governance

CORPORATE GOVERNANCE

The Board of Directors regularly reviews Qorvo’s corporate governance program, taking into consideration good governance practices, recent developments and applicable laws and regulations. Stockholders may visit our website at https://ir.qorvo.com/corporate-governance to view the following corporate governance documents, which are not incorporated into this proxy statement by reference:

●

Corporate Governance Guidelines

●

Code of Business Conduct and Ethics

●

Whistleblower Policy

●

Charters for each of the Company’s Board Committees

Stockholders may also request a copy of any of these documents by contacting our Investor Relations Department at 7628 Thorndike Road, Greensboro, North Carolina 27409-9421.

Corporate Governance Guidelines

Qorvo’s Corporate Governance Guidelines provide a framework for the Board’s corporate governance duties and responsibilities, taking into consideration good corporate governance practices, recent developments and applicable laws and regulations. The Corporate Governance Guidelines address a number of matters applicable to directors, including, but not limited to, director qualification standards, director independence requirements, stock ownership guidelines, Board responsibilities, Board committees, prohibitions on pledging and hedging of our securities, management succession and the role of the Lead Independent Director.

Independent Directors

In accordance with the listing standards of The Nasdaq Stock Market LLC, or Nasdaq, and our Corporate Governance Guidelines, the Board of Directors must be comprised of a majority of independent directors. The Board has determined that Messrs. Gardner, Harding, Ho, Nelson, and Quinsey, Dr. Rhines and Mmes. Bruner and Spradley each satisfy the definition of “independent director” under the Nasdaq listing standards. The Board, in concert with its Governance and Nominating Committee, performed a review to determine the independence of its members and made the determination as to each of these independent directors that no transactions, relationships or arrangements exist that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director of Qorvo. In making these determinations, the Board reviewed the information provided by the directors and Qorvo regarding each director’s business and personal activities as they may relate to Qorvo and its management. In addition, each member of the Audit Committee, the Compensation Committee and the Governance and Nominating Committee has been determined by the Board to be “independent” in accordance with Nasdaq listing standards.

Board Leadership Structure

As described in the Corporate Governance Guidelines, the Board believes that absent certain circumstances, the roles of Chairman of the Board and Chief Executive Officer should be separated and that the independent directors should be led by a Lead Independent Director. The Board believes this separation of roles promotes communication between the Board, the Chief Executive Officer and other senior management and enhances the Board’s oversight of management. If the Chairman is an independent director, he or she will also serve as the Lead Independent Director. Ralph G. Quinsey, an independent director, currently serves as the Chairman of the Board and our Lead Independent Director.

We believe our leadership structure provides increased accountability of our Chief Executive Officer to the Board and encourages balanced decision-making. We also separate the Chairman and Chief Executive Officer roles in recognition of the differences in the roles. While the Chief Executive Officer is responsible for day-to-day leadership of Qorvo and the setting of strategic direction, the Chairman of the Board provides guidance to the Chief Executive Officer and coordinates and manages the operation of the Board and its committees.

The duties of the Chairman of the Board include presiding at meetings of the Board, establishing, with the Chief Executive Officer, the agenda for each Board meeting and exercising such other powers and performing other duties as may from time to time be assigned to him by the Board. The Chairman, in his role as Lead Independent Director, also oversees our annual evaluation process, including the annual CEO evaluation, which is designed to support constructive commentary on the performance of our CEO.

LOGO 2023 Proxy Statement 7

Corporate Governance

Under our Corporate Governance Guidelines, the Lead Independent Director has a clearly defined role and significant governance duties. Our Lead Independent Director is responsible for coordinating the activities of the independent directors, including, but not limited to: (a) determining appropriate schedules of and agendas for Board and committee meetings; (b) advising the Board as to the quality, quantity and timeliness of the flow of information that is necessary for the independent directors to effectively and responsibly perform their duties; (c) assisting the Company’s officers in their ongoing governance and compliance efforts; and (d) coordinating, developing the agenda for and presiding at executive sessions of the independent directors. The Lead Independent Director may retain such counsel or consultants as he or she deems necessary to perform the responsibilities of that position. The Board believes our current leadership structure with a non-employee Chairman of the Board is appropriate for Qorvo and provides many advantages for the effective operation of the Board.

Risk Oversight

The Board of Directors and its committees, with leadership from the Lead Independent Director, have general oversight responsibility for corporate risk management, including oversight of management’s implementation and application of risk management policies, practices and procedures. The Board directly oversees strategic risks such as those relating to competitive dynamics, market trends, global operations and developments and changes in macroeconomic conditions. While the Board is responsible for risk oversight, management is ultimately responsible for assessing and managing material risk exposures. Our senior management reports to the Board or one of its committees on key enterprise risk topics, including, but not limited to, cybersecurity, quality assurance, global trade matters, financial risks, environmental, social and governance (“ESG”) related matters and disaster recovery. Our directors receive these reports at regularly scheduled Board and committee meetings, through telephone briefings and other communications from management when potentially significant risks develop or important issues arise. Directors use these communications with management to develop a shared understanding of the potential severity of key risks and management’s strategies for addressing these risks. In addition, the Board evaluates our strategic goals and objectives to determine how they may be affected by particular risk exposures. The Board also relies upon the expertise of outside counsel and other professional advisers to evaluate and manage current and potential future risks that may impact the Company.

The committees of the Board also exercise oversight in certain areas of risk management related to their respective charters.

●

Audit Committee: The Audit Committee discusses certain material risks and exposures with our independent registered public accounting firm and receives reports from our accounting and internal audit management personnel regarding such risks or exposures and how management has attempted to mitigate Qorvo’s risk. The Audit Committee’s primary focus is financial risk, including our internal control over financial reporting. The Company’s internal controls and procedures are supported, in part, by an internal audit program and reviews of public disclosure documents by the Company’s disclosure committee. Particular areas of focus by the Audit Committee include risks associated with material litigation, regulatory matters, taxes, foreign exchange, liquidity, investments and global operations. The Committee also reviews the qualifications, independence, and performance of our independent auditors on an annual basis. As part of its oversight role, the Audit Committee reviews global insurance coverage, oversees Qorvo’s investment policy and works with management to develop policies and practices to mitigate risks in its areas of focus, including finance and accounting, fraud and anti-corruption. The Audit Committee also oversees and discusses with management the Company’s policies, controls and procedures pertaining to enterprise security risk management including cybersecurity, data privacy and data protection. As part of its oversight of

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SEC Form DEF 14A filed by Qorvo Inc.