You are cordially invited to attend Qorvo's 2021 Annual Meeting of Stockholders, which will be held on Tuesday, August 10, 2021, at 8:00 a.m. Eastern Daylight Time at the Four Seasons Hotel, 75 Fourteenth Street NE, Atlanta, Georgia 30309. 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 29, 2021, 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 2021 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 2021 Annual Report, which we also began mailing on or about June 29, 2021. Copies of our Notice of Annual Meeting of Stockholders, Proxy Statement, Form of Proxy and 2021 Annual Report 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, please read the proxy materials carefully and then vote your proxy as soon as possible. You may vote over the Internet, by telephone or by mailing a completed proxy card. Additional information is provided in the proxy materials. If you attend the annual meeting, you may revoke your proxy and vote your shares in person.
Jason K. Givens
7628 THORNDIKE ROAD
GREENSBORO, NORTH CAROLINA 27409-9421
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 10, 2021
We hereby give notice that the 2021 Annual Meeting of Stockholders of Qorvo, Inc. ("Qorvo") will be held on Tuesday, August 10, 2021, at 8:00 a.m. Eastern Daylight Time at the Four Seasons Hotel, 75 Fourteenth Street NE, Atlanta, Georgia 30309 for the following purposes:
To elect the nine directors 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 death, resignation or removal.
To approve, on an advisory basis, the compensation of our Named Executive Officers (as defined in the proxy statement).
To hold an advisory vote on the frequency of future advisory votes on the compensation of our Named Executive Officers.
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending April 2, 2022.
To transact such other business as may properly come before the meeting.
Under Delaware law, only stockholders of record at the close of business on the record date, which is June 17, 2021, are entitled to notice of and to vote at the annual meeting or any adjournment thereof.
By Order of the Board of Directors,
Jason K. Givens
June 29, 2021
In light of the COVID-19 pandemic, we may impose additional procedures or limitations on meeting attendees (beyond those described herein) or may decide to hold the annual meeting in a different location or solely by means of remote communication (i.e. a virtual-only annual meeting). We plan to announce any such updates through a press release and on our Investor Relations website at ir.qorvo.com, and to file the announcement as definitive additional soliciting material on the Securities and Exchange Commission's ("SEC") EDGAR website. We encourage you to check our website and the SEC's EDGAR website prior to the annual meeting if you plan to attend. As always, we encourage you to vote your shares prior to the annual meeting.
2021 Proxy Statement i
2021 Proxy Statement Summary
2021 PROXY STATEMENT SUMMARY
This summary highlights information contained elsewhere in this proxy statement. 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. Eastern Daylight Time, August 10, 2021
Four Seasons Hotel
75 Fourteenth Street NE
Atlanta, Georgia 30309
June 17, 2021
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.
If you decide to attend the meeting in person, upon your arrival you will need to present valid photo
identification and, if you are not a registered holder, proof of ownership of Qorvo common stock. See page
1 for further instructions.
(for more detail)
Election of nine directors
Approval, on an advisory basis, of the compensation of our Named Executive Officers
Advisory vote on the frequency of future advisory votes on the compensation of our Named
Ratification of Ernst & Young LLP as our independent registered public accounting firm for
Transact such other business that properly comes before the meeting
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.
Ralph G. Quinsey
Chairman of the Board of Qorvo; Secretary and
Treasurer of Dry Fly Distilling
Robert A. Bruggeworth
President and CEO of Qorvo
Former Executive Vice President, Administration and
Chief Financial Officer, SanDisk Corporation
Jeffery R. Gardner
President and CEO of CalAmp Corp.
John R. Harding
General Partner of Harding Partners, LP
David H. Y. Ho
Chairman and Founder of Kiina Investment Ltd.
Roderick D. Nelson
CEO of Geoverse, LLC and Co-founder and Principal of
Tritech Sales and Services, LLC
Dr. Walden C. Rhines
President and CEO of Cornami, Inc.
Susan L. Spradley
CEO of Motion Intelligence
Corporate Development Committee
Governance and Nominating Committee
ii 2021 Proxy Statement
2021 Proxy Statement Summary
Advisory Vote on the Compensation of our Named Executive Officers
We are asking our stockholders to approve, on a non-binding, advisory basis, the compensation of our CEO, our CFO and our next three most highly compensated executive officers, referred to as our Named Executive Officers throughout this proxy statement. The Board believes that our compensation policies and practices are effective in achieving our goals of paying for financial and operating performance and aligning the interests of our Named Executive Officers with those of our stockholders.
Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers
We are once again asking our stockholders to vote, on an advisory basis, on the frequency of future advisory votes on the compensation of our Named Executive Officers. The Board continues to believe that such a vote should be conducted every year so that stockholders may annually express their views on our executive compensation program.
Independent Registered Public Accounting Firm
As a matter of good governance, we are asking our stockholders to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2022.
Fiscal 2021 Executive Compensation Elements
Base salary and short-term incentive compensation opportunities account for approximately 29% of each Named Executive Officer's target total direct compensation, as further described below.
Long-termequity-based compensation, which accounts for approximately 71% 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.
Approximately 86% of each Named Executive Officer's target total direct compensation mix is "at-risk" and approximately 58% is tied to performance.
Generally eligible for annual increase.
Cash or equity
Based on attainment of Company performance
metrics. Form of payment is determined by
Restricted Stock Units (RSUs)
Company Objectives-Based RSUs
Based on achievement of Company performance
objectives. Earned at the end of a specified
performance period, with 50% vesting at the end
of the performance period and the remaining
50% vesting in equal installments over the
following two years.
Vest in increments of 25% per year over four
Health & Disability Insurance, 401(k) Plan,
Eligible to participate in the same employee
Employee Stock Purchase Plan & Deferred
benefit plans generally available to all
Fiscal 2021 Compensation Decisions
Effective as of the start of fiscal 2021, we made the following compensation decisions with respect to our Named Executive Officers:
Base salaries for our Named Executive Officers remained flat due to the market uncertainties resulting from the COVID-19 pandemic.
Based on our financial performance in the first half and second half of fiscal 2021, the Named Executive Officers received short-term incentive awards at 167.3% and 152.1%, respectively, of their fiscal 2021 target percentage based on their base salary paid during the applicable six-month performance period.