DEF 14A of Qualcomm Inc/De, Jan 19, 2023

DEF 14A of Qualcomm Inc/De

Filed Jan 19, 2023 · FY20220001104659-23-005003

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Certificate of Incorporation and our Bylaws provide that directors are to be elected at our annual meeting of stockholders, to hold office until the next annual meeting of stockholders and until their respective successors are elected and qualified. Vacancies on the Board resulting from death, resignation, disqualification, removal or other causes may be filled by either the affirmative vote of the holders of a majority of the then-outstanding shares of common stock or by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum of the Board. Newly created directorships resulting from any increase in the number of directors may, unless the Board determines otherwise, be filled only by the affirmative vote of the directors then in office, even if less than a quorum of the Board. Any director elected as a result of a vacancy shall hold office for a term expiring at the next annual meeting of stockholders and until such director’s successor has been elected and qualified. In an uncontested election, our Bylaws provide that a director nominee will be elected only if he or she receives a majority of the votes cast with respect to his or her election (that is, the number of votes cast “for” a director nominee must exceed the number of “withhold” votes cast against that nominee). In a contested election, a director nominee will be elected by a plurality of the votes cast. In either case, abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum but will have no effect on the vote. In an uncontested election, if any nominee for director who is currently serving on the Board receives a greater number of “withhold” votes than votes “for” his or her election, the director shall promptly tender his or her resignation from the Board, subject to acceptance by the Board. The process that will be followed by the Board in that event is described above under the heading “Majority Voting.” Our Certificate of Incorporation provides that the number of directors shall be fixed exclusively by resolutions adopted from time to time by the Board. The Board, upon recommendation of the Governance Committee, has set the number of directors at 12. Therefore, 12 directors will stand for election at the Annual Meeting to serve as directors until the 2024 annual meeting of stockholders. The Board, upon recommendation of the Governance Committee, has nominated the individuals below for election as directors at the Annual Meeting. The nominees receiving a majority of votes cast with respect to his or her election will be elected directors of the Company. Shares of common stock represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the 12 nominees named below. Each person nominated for election has agreed to serve, if elected, and the Board has no reason to believe that any nominee will be unable to serve.

  2. ELECTION OF DIRECTORS

    | 18 | | 2023 PROXY STATEMENT |

  3. NOMINEES FOR ELECTION

    NOMINEES FOR ELECTION

  4. NOMINEES FOR ELECTION

    | | SYLVIA ACEVEDO INDEPENDENT DIRECTOR | AGE: 65 DIRECTOR SINCE: 2020 COMMITTEES: Governance OTHER PUBLIC COMPANY BOARDS: Credo Technology Group Holding Ltd (since December 2021) |

  5. NOMINEES FOR ELECTION

    EXPERIENCE: Ms. Acevedo served as Chief Executive Officer of the Girl Scouts of the United States of America, a national leadership development organization for girls, from May 2017 to August 2020 and as interim Chief Executive Officer from June 2016 to May 2017. She served as a member of the President’s Advisory Commission on Educational Excellence for Hispanics from May 2011 to September 2016. Ms. Acevedo was Co-Founder, President and Chief Executive Officer of CommuniCard LLC from October 2002 to March 2013 and Co-Founder and Vice President, Sales and Marketing of REBA Technologies Inc. (acquired by Applied Microsystems Corporation) from 2001 to 2002. Prior to that, she held various roles at Dell Inc., Autodesk, Inc., Apple Inc., IBM Corporation and the National Aeronautics and Space Administration (NASA) Jet Propulsion Labs. EDUCATION: Ms. Acevedo holds a B.S. in Industrial Engineering from New Mexico State University and an M.S. in Industrial Engineering from Stanford University. QUALIFICATIONS: We believe Ms. Acevedo’s qualifications to serve on our Board include her extensive experience in a range of technology companies, including large and mature organizations and emerging growth companies, as well as her senior management experience in the government and non-profit sectors, which brings additional perspectives and valuable additional insights to our Board. Our Board and senior management also benefit from Ms. Acevedo’s experience managing international business operations and from serving on other public company boards. As a longtime advocate for underserved communities and girls’ and women’s causes, Ms. Acevedo provides a unique perspective on social matters, and is in the process of obtaining an ESG Designation from Competent Boards.

  6. NOMINEES FOR ELECTION

    | | CRISTIANO R. AMON | AGE: 52 DIRECTOR SINCE: 2021 COMMITTEES: None OTHER PUBLIC COMPANY BOARDS: None |

  7. NOMINEES FOR ELECTION

    EXPERIENCE: Mr. Amon has been our President and Chief Executive Officer and a member of our Board of Directors since June 2021. He served as President and Chief Executive Officer-elect from January 2021 to June 2021 and President from January 2018 to January 2021. Mr. Amon served as Executive Vice President, Qualcomm Technologies, Inc. (QTI), a subsidiary of Qualcomm Incorporated, and President, Qualcomm CDMA Technologies (QCT), from November 2015 to January 2018. He served as Executive Vice President, QTI and Co-President, QCT from October 2012 to November 2015, Senior Vice President and Co-President, QCT from June 2012 to October 2012 and as Senior Vice President, QCT Product Management from October 2007 to June 2012, with responsibility for our product roadmap, including our Snapdragon platforms. Mr. Amon joined Qualcomm in 1995 as an engineer and throughout his tenure at Qualcomm has held several other technical and leadership positions. EDUCATION: Mr. Amon holds a B.S. in Electrical Engineering and an honorary doctorate from UNICAMP, the State University of Campinas, Brazil. We believe Mr. Amon’s qualifications to serve on our Board include his extensive business, operational and management experience in the wireless telecommunications industry, including his current position as our Chief Executive Officer. His extensive knowledge of our business, products, strategic relationships and opportunities, as well as the rapidly evolving technologies and competitive environment in our industry, bring valuable insights and knowledge to our Board.

  8. NOMINEES FOR ELECTION

    | 2023 PROXY STATEMENT | | 19 |

  9. NOMINEES FOR ELECTION

    | | MARK FIELDS INDEPENDENT DIRECTOR | AGE: 61 DIRECTOR SINCE: 2018 COMMITTEES: Audit OTHER PUBLIC COMPANY BOARDS: Hertz Global Holdings, Inc. (since June 2021) TPG Pace Beneficial II Corp. (since April 2021) |

  10. NOMINEES FOR ELECTION

    EXPERIENCE: Mr. Fields has been a Senior Advisor at TPG Capital LP, a global alternative asset firm, since October 2017. He served as Interim Chief Executive Officer of Hertz Global Holdings, Inc., which operates the Hertz, Thrifty and Dollar rental car brands, from October 2021 to February 2022. Mr. Fields served as President and Chief Executive Officer of Ford Motor Company, a global automotive company, from July 2014 to May 2017, and as Chief Operating Officer from December 2012 to July 2014. He joined Ford in 1989 and served in various leadership positions throughout his tenure, including Executive Vice President and President, Americas; Executive Vice President and Chief Executive Officer, Ford of Europe and Premier Automotive Group; Chairman and Chief Executive Officer, Premier Automotive Group; and President and Chief Executive Officer, Mazda Motor Corporation. Mr. Fields previously served as a director of TPG Pace Solutions Corp. from April 2021 to December 2021, IBM Corporation from March 2016 to April 2018, and Ford Motor Company from July 2014 to May 2017. EDUCATION: Mr. Fields holds a B.A. in Economics from Rutgers University and an M.B.A. from Harvard Business School. QUALIFICATIONS: We believe Mr. Fields’ qualifications to serve on our Board include his extensive operational experience in senior positions in the automotive industry, a key growth area for us, including leading complex global business organizations with large workforces and organizations pursuing emerging opportunities through expansion into adjacent areas, which brings valuable insights to our Board as well as provides a useful resource to our senior management. Our Board and senior management also benefit from Mr. Fields’ experience from serving on other public company boards. He has been designated as an audit committee financial expert.

  11. NOMINEES FOR ELECTION

    | | JEFFREY W. HENDERSON INDEPENDENT DIRECTOR | AGE: 58 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) |

  12. NOMINEES FOR ELECTION

    EXPERIENCE: Mr. Henderson has been President of JWH Consulting LLC, a business and investment advisory firm, since January 2018. He served as an Advisory Director to Berkshire Partners LLC, a private equity firm, from September 2015 to December 2019. Mr. Henderson served as Chief Financial Officer of Cardinal Health Inc. from May 2005 to November 2014. Prior to joining Cardinal Health, he held multiple positions at Eli Lilly and General Motors, including serving as President and General Manager of Eli Lilly Canada, Controller and Treasurer of Eli Lilly Inc., and in management positions with General Motors in Great Britain, Singapore, Canada and the U.S. EDUCATION: Mr. Henderson holds a B.S. in Electrical Engineering from Kettering University and an M.B.A. from Harvard Business School. We believe Mr. Henderson’s qualifications to serve on our Board include his financial and operational management experience, including his significant experience in international operations, which is a source of valuable insights to our Board. His experience in senior operational and financial management positions at companies that experienced significant growth and transformation, including into additional business areas, also provides a useful resource to our senior management. Our Board and senior management also benefit from Mr. Henderson’s experience from serving on other public company boards. He has been designated as an audit committee financial expert.

  13. NOMINEES FOR ELECTION

    | 20 | | 2023 PROXY STATEMENT |

  14. NOMINEES FOR ELECTION

    | | GREGORY N. JOHNSON INDEPENDENT DIRECTOR | AGE: 54 DIRECTOR SINCE: 2020 COMMITTEES: HR and Compensation OTHER PUBLIC COMPANY BOARDS: None |

  15. NOMINEES FOR ELECTION

    EXPERIENCE: Mr. Johnson has been President and Chief Executive Officer of McAfee Corp., a global leader in online protection for consumers, since June 2022. He served as Executive Vice President and General Manager, Consumer Group of Intuit Inc., a global technology platform company, from August 2018 to June 2022, and as Senior Vice President, Marketing, Consumer Tax Group of Intuit from December 2012 to August 2018. Prior to Intuit, Mr. Johnson held various marketing positions at Advance Auto Parts, Inc., Best Buy Co., Inc., The Gillette Company, Eastman Kodak Company, S.C. Johnson & Son, Inc., Motorola, Inc. and Kraft Foods, Inc. He also served in the United States Air Force. EDUCATION: Mr. Johnson holds a B.S. in Operations Research from the United States Air Force Academy. QUALIFICATIONS: We believe Mr. Johnson’s qualifications to serve on our Board include his broad executive management experience in several large companies competing in a range of industries, including the technology industry, which brings additional perspectives and insights to our Board. Our Board and senior management also benefit from Mr. Johnson’s wide range of operational experience, including in marketing, strategy and business development, as well as his knowledge of cybersecurity matters obtained from his experience as Chief Executive Officer of a company specializing in consumer cybersecurity.

  16. NOMINEES FOR ELECTION

    | | ANN M. LIVERMORE INDEPENDENT DIRECTOR | AGE: 64 DIRECTOR SINCE: 2016 COMMITTEES: Governance (Chair) OTHER PUBLIC COMPANY BOARDS: Samsara Inc. (since June 2021) Hewlett Packard Enterprise Co. (since November 2015) United Parcel Service, Inc. (since November 1997) |

  17. NOMINEES FOR ELECTION

    EXPERIENCE: Ms. Livermore served as Executive Vice President of the Enterprise Business at Hewlett-Packard Company, an information technology company, from May 2004 to June 2011 and as Executive Vice President of HP Services from January 2002 to May 2004. She joined HP in 1982 and served in a number of management and leadership positions across the company. Ms. Livermore previously served as a director of Hewlett-Packard Company from June 2011 to November 2015. EDUCATION: Ms. Livermore holds a B.A. in Economics from the University of North Carolina, Chapel Hill and an M.B.A. from Stanford University. We believe Ms. Livermore’s qualifications to serve on our Board include her extensive operational experience in senior positions, including leading complex global business organizations with large workforces. Her significant experience in the areas of technology, marketing, sales, research and development and business management provide valuable insights to our Board and also provide useful resources to our senior management. Our Board and senior management also benefit from Ms. Livermore’s experience from serving on other public company boards.

  18. NOMINEES FOR ELECTION

    | 2023 PROXY STATEMENT | | 21 |

  19. NOMINEES FOR ELECTION

    | | MARK D. McLAUGHLIN INDEPENDENT DIRECTOR | AGE: 57 DIRECTOR SINCE: 2015 CHAIR OF THE BOARD OTHER PUBLIC COMPANY BOARDS: None |

  20. NOMINEES FOR ELECTION

    EXPERIENCE: Mr. McLaughlin served as Vice Chairman of the Board of Palo Alto Networks, Inc., a global cybersecurity company, from June 2018 to December 2022. He served as Chairman of the Board and Chief Executive Officer of Palo Alto Networks from August 2016 to June 2018 and as Chairman of the Board, President and Chief Executive Officer from April 2012 to August 2016. Mr. McLaughlin joined Palo Alto Networks as President and Chief Executive Officer, and as a director, in August 2011 and became Chairman of the Board in April 2012. He served as President and Chief Executive Officer and as a director of VeriSign, Inc. from August 2009 to August 2011 and as President and Chief Operating Officer from January 2009 to August 2009. Mr. McLaughlin served in various other management and leadership roles at VeriSign from February 2000 through November 2007 and provided consulting services to VeriSign from November 2008 to January 2009. Prior to joining VeriSign, Mr. McLaughlin was Vice President, Sales and Business Development at Signio Inc., which was acquired by VeriSign in February 2000. President Barack Obama appointed Mr. McLaughlin to serve on the National Security Telecommunications Advisory Committee (NSTAC) in January 2011 and to the position of Chairman of the NSTAC from November 2014 to December 2016. He continues to serve on the NSTAC. EDUCATION: Mr. McLaughlin holds a B.S. from the U.S. Military Academy at West Point and a J.D. from Seattle University School of Law. QUALIFICATIONS: We believe Mr. McLaughlin’s qualifications to serve on our Board include his operational and management experience at several technology companies. Mr. McLaughlin’s service on the National Security Telecommunications Advisory Committee, as well as his experience as Chief Executive Officer and a member of the board of directors of a company recognized as a leader in cybersecurity, provide him with extensive knowledge regarding the operations and security of telecommunications systems and cybersecurity matters, which bring valuable insights to our Board.

  21. NOMINEES FOR ELECTION

    | | JAMIE S. MILLER INDEPENDENT DIRECTOR | AGE: 54 DIRECTOR SINCE: 2020 COMMITTEES: None OTHER PUBLIC COMPANY BOARDS: None |

  22. NOMINEES FOR ELECTION

    EXPERIENCE: Ms. Miller was appointed Global Chief Financial Officer of Ernst & Young Global Limited (EY), a global leader in assurance, tax, strategy and transactions and consulting services, effective February 2023. She served as Chief Financial Officer of Cargill, Incorporated, a global food, agricultural, financial and industrial products company, from June 2021 to January 2023, and as Head of Corporate Strategy of Cargill from April 2022 to January 2023. Ms. Miller served as Senior Vice President and Chief Financial Officer of General Electric Company (GE), a multinational power, renewable energy, aviation and healthcare company, from November 2017 to February 2020. She served as President and Chief Executive Officer of GE Transportation from October 2015 to November 2017, as Chief Information Officer (CIO) of GE from April 2013 to October 2015, and as Vice President, Controller and Chief Accounting Officer of GE from April 2008 to April 2013. Prior to joining GE in 2008, Ms. Miller served as Senior Vice President and Controller of WellPoint, Inc. (now Anthem), and as a partner at PricewaterhouseCoopers LLP. EDUCATION: Ms. Miller holds a B.S. in Accounting from Miami University in Oxford, Ohio. We believe Ms. Miller’s qualifications to serve on our Board include her extensive financial and operational management expertise, including her significant experience in accounting and finance matters, which is a source of valuable insights to our Board. Her experience in senior operational and financial management positions at large organizations undergoing transformation also provides a useful resource to our senior management. Further, having served as CIO and later supervising the CIO for a major multinational corporation, Ms. Miller brings additional knowledge and experience in the area of cybersecurity to our Board.

  23. NOMINEES FOR ELECTION

    | 22 | | 2023 PROXY STATEMENT |

  24. NOMINEES FOR ELECTION

    | | IRENE B. ROSENFELD INDEPENDENT DIRECTOR | AGE: 69 DIRECTOR SINCE: 2018 COMMITTEES: HR and Compensation (Chair) OTHER PUBLIC COMPANY BOARDS: None |

  25. NOMINEES FOR ELECTION

    EXPERIENCE: Ms. Rosenfeld served as Chair of Mondelēz International, Inc., a global snack food and beverage company (which changed its name from Kraft Foods, Inc. in October 2012), from November 2017 to March 2018, as Chairman and Chief Executive Officer from March 2007 to November 2017 and as Chief Executive Officer and a director from June 2006 to March 2007. Prior to that, she served as Chairman and CEO of Frito-Lay, a division of PepsiCo, Inc., from September 2004 to June 2006. Ms. Rosenfeld was employed continuously by Mondelēz International and its predecessor companies, in various capacities from 1981 to 2003, including President, Kraft Foods North America; President, Kraft Foods Operations, Technology & Information Systems; and President, Kraft Foods Canada, Mexico and Puerto Rico. EDUCATION: Ms. Rosenfeld holds a B.A. in Psychology, an M.S. in Business and a Ph.D. in Marketing & Statistics from Cornell University. QUALIFICATIONS: We believe Ms. Rosenfeld’s qualifications to serve on our Board include her extensive management experience, including experience in international operations, which is a source of important insights to our Board and provides a useful resource to our senior management. Her experience with corporate governance matters and service on other public company boards also provide valuable insights to our Board.

  26. NOMINEES FOR ELECTION

    | | KORNELIS (NEIL) SMIT INDEPENDENT DIRECTOR | AGE: 64 DIRECTOR SINCE: 2018 COMMITTEES: HR and Compensation OTHER PUBLIC COMPANY BOARDS: None |

  27. NOMINEES FOR ELECTION

    EXPERIENCE: Mr. Smit served as Vice Chairman of Comcast Corporation, a global media and technology company, from April 2017 to December 2021. He served as President and Chief Executive Officer of Comcast Cable Communications, LLC, a subsidiary of Comcast Corporation, from November 2011 to April 2017 and President from March 2010 to November 2011. Before joining Comcast, Mr. Smit served as President and Chief Executive Officer and a director of Charter Communications, Inc. from August 2005 to March 2010. Prior to joining Charter Communications, he served as President of AOL Access (AOL/Time Warner) and held various leadership positions at Nabisco and Pillsbury. Mr. Smit also served on the Board of Visitors for Nicholas School of the Environment at Duke University from 2010 to 2021. EDUCATION: Mr. Smit holds a B.S. in Geology from Duke University and an M.A. in International Business from Tufts University-Fletcher School of Law and Diplomacy. We believe Mr. Smit’s qualifications to serve on our Board include his extensive management experience at media and technology companies, which is a source of valuable insights to our Board. His experience in senior operational positions also provides a useful resource for our senior management. Mr. Smit also brings valuable knowledge of environmental matters obtained from his experience at one of the top global universities for environment and ecology.

  28. NOMINEES FOR ELECTION

    | 2023 PROXY STATEMENT | | 23 |

  29. NOMINEES FOR ELECTION

    | | JEAN-PASCAL TRICOIRE INDEPENDENT DIRECTOR | AGE: 59 DIRECTOR SINCE: 2020 COMMITTEES: Governance OTHER PUBLIC COMPANY BOARDS: Schneider Electric SE (since April 2013) |

  30. NOMINEES FOR ELECTION

    EXPERIENCE: Mr. Tricoire has been Chairman of the Board and Chief Executive Officer of Schneider Electric SE, a global energy and automation digital solutions company, since April 2013. He served as President and Chief Executive Officer of Schneider Electric from May 2006 to April 2013, as Chief Operating Officer from January 2004 to May 2006 and as Executive Vice-President of Schneider Electric’s International Division from January 2002 to January 2004. Mr. Tricoire joined the Schneider Electric Group in 1986 and held numerous leadership positions throughout his tenure, including operational functions in China, Italy, South Africa and the United States. He is currently a Director of the Board of the United Nations Global Compact, a program that encourages businesses and firms worldwide to adopt sustainable and socially responsible policies. EDUCATION: Mr. Tricoire holds a degree in Electronic Engineering from École Supérieure d’Électronique de l’Ouest in France and an M.B.A. from Centre d’études Supérieures du Management à Lyon (EM Lyon) in France. QUALIFICATIONS: We believe Mr. Tricoire’s qualifications to serve on our Board include his extensive executive management experience both in the technology industry and in large organizations, including those addressing changing technologies and applications. His broad experience in international operations also provides a useful resource to our senior management. In addition, Mr. Tricoire brings a non-US perspective to issues facing us, including a focus on ESG matters, enhancing the range of perspectives and understanding of our Board.

  31. NOMINEES FOR ELECTION

    | | ANTHONY J. VINCIQUERRA INDEPENDENT DIRECTOR | AGE: 68 DIRECTOR SINCE: 2015 COMMITTEES: Audit OTHER PUBLIC COMPANY BOARDS: Madison Square Garden Sports Corp. (since April 2020) |

  32. NOMINEES FOR ELECTION

    EXPERIENCE: Mr. Vinciquerra has been Chairman of the Board and Chief Executive Officer of Sony Pictures Entertainment Inc., Sony Corporation’s television and film division, and a Senior Executive Vice President of Sony Group Corporation since June 2017. He served as a Senior Advisor to Texas Pacific Group, a private equity firm, in the Technology, Media and Telecom sectors, where he advised on acquisitions and operations, from September 2011 to June 2017. Mr. Vinciquerra served as Chairman of Fox Networks Group, the largest operating unit of News Corporation, from September 2008 to February 2011, and President and Chief Executive Officer from June 2002 to February 2011. Earlier in his career, he held various management positions in the broadcasting and media industry. EDUCATION: Mr. Vinciquerra holds a B.A. in Marketing from the State University of New York. We believe Mr. Vinciquerra’s qualifications to serve on our Board include his management experience, including significant experience in operations, which is a source of important insights to our Board, as well as providing a useful resource to our senior management. His prior media industry experience is especially valuable with the convergence of the Internet, wireless, media and computing industries. Our Board and senior management also benefit from Mr. Vinciquerra’s experience from serving on other public company boards. He has been designated as an audit committee financial expert.

  33. NOMINEES FOR ELECTION

    | 24 | | 2023 PROXY STATEMENT |

  34. NOMINEES FOR ELECTION

    The affirmative vote of a majority of the votes cast at the Annual Meeting at which a quorum is present, either in person or by proxy, is required to elect each of the 12 nominees for director, meaning that the number of votes cast “for” a nominee’s election must exceed the number of “withhold” votes cast against that nominee. If you hold your shares in your own name and abstain from voting on this matter, your abstention will have no effect on the vote. If you hold your shares through a bank, broker or other holder of record and you do not instruct them on how to vote for each of the 12 nominees, they will not have the authority to vote your shares. Abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum but will not have any effect on the outcome of the vote. THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE ABOVE DIRECTOR NOMINEES.

  35. NOMINEES FOR ELECTION

    | 2023 PROXY STATEMENT | | 25 |

  36. Figure 1: Fiscal 2022 Executive Compensation Program Overview

    | | | 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 Performance • Adjusted Revenues (weighted 50%) • Adjusted Operating Income (weighted 50%) Non-Financial Performance • Human capital advancements • Modifies the Financial Performance result by a multiplier of 0.9 to 1.1 | 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 | Three-year performance period; three-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 |

  37. Annual Cash Incentive Plan (ACIP)

    Annual Cash Incentive Plan (ACIP) 2022 ACIP Structure. The overriding objective of the ACIP is to reward our executive officers for performance against annual financial objectives, as well as to reward human capital advancements. For fiscal 2022, the HR and Compensation Committee determined that annual cash compensation under the ACIP would be weighted 100% on annual operating performance measures (Adjusted Revenues and Adjusted Operating Income, as defined in Appendix A) with a non-financial performance measure (human capital advancements) modifier. The weightings for each measure were 50% Adjusted Revenues and 50% Adjusted Operating Income, and the modifier can adjust the payout by a multiple of 0.9 to 1.1. However, payouts of ACIP awards are capped at a maximum of 200% of target levels. The funding range is zero to 200% and encompasses both upside reward and downside performance risk typical of peer practices. Each executive officer’s ACIP target is based on a percent-of-salary and is determined by the HR and Compensation Committee based on practices of our peer companies and individual considerations. For fiscal 2022, the target bonus for Mr. Palkhiwala was increased from 100% to 150% of his salary to reflect his strong performance and leadership. No other changes were made to the target bonuses of our continuing NEOs for fiscal 2022. The HR and Compensation Committee set Ms. Chaplin’s and Mr. Cathey’s fiscal 2022 ACIP target levels at 100% of their annual base salaries because it determined such levels were competitive to market and appropriate for their positions. The ACIP payout schedule for fiscal 2022 is set forth in Figure 3.

  38. Annual Cash Incentive Plan (ACIP)

    | 2023 PROXY STATEMENT | | 45 |

  39. Figure 3: Fiscal 2022 ACIP Payout Schedule (1)

    Figure 3: Fiscal 2022 ACIP Payout Schedule (1)

  40. Figure 3: Fiscal 2022 ACIP Payout Schedule (1)

    | | Award Level | Achievement of Financial Objective (2) | Funding of Financial Objective | | Financial | Maximum | 120% | 200% | | | Target | 100% | 100% | | | Threshold | 80% | 0% | | Non-Financial | Modifies the Financial Performance Incentive Multiple: Non-Financial significantly above expectations: Multiplier of 1.1 Non-Financial meets expectations: Multiplier of 1.0 Non-Financial significantly below expectations: Multiplier of 0.9 | | |

  41. Figure 3: Fiscal 2022 ACIP Payout Schedule (1)

    (1) Regardless of the level of achievement of the Financial and Non-Financial Objectives, in no event can the ACIP funding exceed 200% of the ACIP target award amount. (2) Funding of the ACIP Financial Objectives between award levels interpolates linearly with the achievement of the financial objective. The HR and Compensation Committee has the authority to apply discretion to ACIP earned amounts based on feedback from other Board members, feedback from our CEO and other considerations. A summary of these factors is discussed in the “Process and Rationale for Executive Compensation Decisions” section beginning on page 54. Any such discretionary modifications would be incremental to the predefined adjustments to the Company’s GAAP financial results as defined in the ACIP. See Appendix A for a listing of predefined adjustments. No discretionary modifications were made by the HR and Compensation Committee in determining fiscal 2022 ACIP payouts.

  42. Figure 5: Fiscal 2022 ACIP Target and Earned Amounts

    | 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% | $2,300,000 | 119% | 119% | $2,737,000 | | Akash Palkhiwala | 150% | $1,125,000 | 119% | 119% | $1,339,000 | | Ann Chaplin | 100% | $700,000 | 119% | 119% | $833,000 | | James J. Cathey | 100% | $600,000 | 119% | 119% | $714,000 | | James H. Thompson | 150% | $1,350,000 | 119% | 119% | $1,607,000 |

  43. Equity Awards

    Equity Awards

  44. Equity Awards and Shift in Grant Timing

    Equity Awards and Shift in Grant Timing Historically, we have granted annual equity awards to our executive officers in September, the last month of our fiscal year. In fiscal 2021, the Board of Directors and management changed the timing of the Board’s review of our strategic plan financials from the fourth quarter of our fiscal year to the first quarter of our fiscal year to allow for the most current information to be used in the preparation of our strategic plan financials. This timing also aligns with the Board’s approval of our annual financial budget in the first quarter of our fiscal year. In fiscal 2022, the HR and Compensation Committee decided to correspondingly shift the timing of the grant of equity awards to our executive officers from the fourth quarter of our fiscal year to the first quarter of our subsequent fiscal year so that it had the benefit of our final, Board-approved budget and our strategic plan financials, prior to setting performance goals for the executive officers’ PSUs. As a result of this change, our NEOs’ most recent annual equity awards were granted in December 2022 rather than September 2022, which means that no annual equity awards were granted to our NEOs during fiscal 2022 (other than to our NEOs who became executive officers in fiscal 2022). Accordingly, the compensation reported for our continuing NEOs in the “Summary Compensation Table” for fiscal 2022 was significantly and anomalously lower than in prior years. We anticipate that moving forward, our NEOs will continue to receive their annual equity awards in December of each year. The fiscal 2023 executive equity awards reflected the design parameters and best practices utilized for grants to our NEOs in recent years:

  45. Equity Awards and Shift in Grant Timing

    | • Equity award mix: | 60% PSUs and 40% RSUs | | • PSU design: | 50% tied to RTSR and 50% tied to average annual Adjusted EPS | | • PSU performance period: | Three years | | • RTSR parameters: | 55th percentile required for target payout, 90th percentile required for maximum payout, payout capped at target if absolute TSR is negative |

  46. Equity Awards and Shift in Grant Timing

    The HR and Compensation Committee chose these performance measures for the fiscal 2023 executive equity awards because it believed these were the best indicators of the achievement of our long-term financial plan. With the support of Pay Governance, the HR and Compensation Committee assessed the challenge of achieving the Adjusted EPS goal in a variety of ways, including comparing the goal with post fiscal 2022 market consensus for fiscal 2023 and fiscal 2024, historical performance levels and external guidance of the Company and our compensation peers. The HR and Compensation Committee intended that the goal chosen for measuring performance under the EPS PSUs would generally present a similar or higher degree of difficulty for achievement in comparison to the Adjusted EPS goals chosen in recent years and reflect the rigor of our goal setting. The fiscal 2023 EPS PSU goal will be disclosed along with actual results following completion of the performance period, similar to the disclosure of both goal and actual results for the fiscal 2019 Return on Invested Capital (ROIC) PSUs on page 50. See Appendix A for the definitions of performance measures to be used in determining the number of EPS PSUs for the performance period. The HR and Compensation Committee approved the following equity award amounts for the December 2022 annual grants to our NEOs. These awards will be included in the Summary Compensation Table for our NEOs in next year’s proxy statement.

  47. Equity Awards and Shift in Grant Timing

    | 48 | | 2023 PROXY STATEMENT |

  48. Figure 6: Approved Equity Award Amounts for December 2022 (Fiscal 2023)

    Figure 6: Approved Equity Award Amounts for December 2022 (Fiscal 2023)

  49. Figure 6: Approved Equity Award Amounts for December 2022 (Fiscal 2023)

    | Name | RTSR PSUs | EPS PSU | RSUs | Total | | Cristiano R. Amon | $6,333,000 | $6,333,000 | $8,444,000 | $21,110,000 | | Akash Palkhiwala | $2,217,000 | $2,217,000 | $2,956,000 | $7,390,000 | | Ann Chaplin | $1,344,000 | $1,344,000 | $1,792,000 | $4,480,000 | | James J. Cathey | $900,000 | $900,000 | $1,200,000 | $3,000,000 | | James H. Thompson | $2,850,000 | $2,850,000 | $3,800,000 | $9,500,000 |

  50. Figure 6: Approved Equity Award Amounts for December 2022 (Fiscal 2023)

    In determining these amounts, the HR and Compensation Committee considered the highly competitive market for executive talent within the technology sector, the significant increase observed in the value of ongoing awards issued to executives among our peer companies, the Company’s strong absolute and relative financial and stock price performance and the amount of time between fiscal 2021 and fiscal 2023 grants. With the shift from granting equity awards in September 2022 to December 2022, we only granted equity to Ms. Chaplin and Mr. Cathey in fiscal 2022. Ms. Chaplin was granted PSUs and RSUs as part of her offer to join the Company in November 2021 (including in consideration of unvested equity she forfeited in leaving her previous employer), and the terms and performance period for those PSUs mirrored the PSUs granted to our executive officers in September 2021. In fiscal 2022, Mr. Cathey received RSUs in November 2021 as part of the annual review cycle for non-executive officers, as well as RSUs in May 2022 related to his promotion to the position of Chief Commercial Officer. These awards include dividend equivalent rights that accrue in the form of additional shares with vesting and distribution at the same time as the earned and vested underlying awards. Fiscal 2022 RTSR PSUs to Ms. Chaplin. The RTSR PSUs allow recipients to earn a variable number of shares of our common stock based on our TSR performance over a three-year period (fiscal 2022-2024) compared to companies comprising the NASDAQ-100, using the payout schedule set forth in Figure 7. The RTSR PSUs require achievement of performance at the 55th percentile in order to earn the target number of shares, while the maximum number of shares that can be earned are 2x the target for performance at or above the 90th percentile. No shares would be earned if performance is below the 25th percentile. The RTSR PSUs also provide that the total number of shares earned may not exceed the target number of shares if our absolute TSR for the entire three-year performance period is negative, regardless of the level of RTSR achieved.

  51. Figure 7: Fiscal 2022 RTSR PSU Payout Schedule

    Figure 7: Fiscal 2022 RTSR PSU Payout Schedule

  52. Figure 7: Fiscal 2022 RTSR PSU Payout Schedule

    | 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 |

  53. Figure 7: Fiscal 2022 RTSR PSU Payout Schedule

    (1) The multiple of target RTSR PSUs earned between award levels interpolates linearly with our RTSR percentile rank among the NASDAQ-100. Fiscal 2022 EPS PSUs to Ms. Chaplin. The EPS PSUs allow recipients to earn a variable number of shares of our common stock based on the achievement of a three-year (fiscal 2022-2024) average Adjusted EPS goal established by the HR and Compensation Committee. The fiscal 2022 EPS PSU goal will be disclosed along with actual results following completion of the performance period, similar to the disclosure of both goal and actual results for the fiscal 2019 ROIC PSUs on page 50. See Appendix A for the definitions of performance measures to be used in determining the number of EPS PSUs for the performance period. The payout schedule is set forth in Figure 8. The HR and Compensation Committee intended that the target chosen for measuring performance under the EPS PSUs would generally present a similar or higher degree of difficulty for achievement in comparison to the Adjusted EPS and ROIC targets chosen in recent years and reflect the rigor of our goal setting. The annual process for determining the target includes consideration of the Company’s strategic plan, historical performance and peer company benchmarking.

  54. Figure 7: Fiscal 2022 RTSR PSU Payout Schedule

    | 2023 PROXY STATEMENT | | 49 |

  55. Figure 8: Fiscal 2022 EPS PSU Payout Schedule

    Figure 8: Fiscal 2022 EPS PSU Payout Schedule

  56. Figure 8: Fiscal 2022 EPS PSU Payout Schedule

    | Award Level | Multiple of Target EPS PSUs Earned (1) | | Maximum | 2x | | Target | 1x | | Threshold | 0.33x | | Below Threshold | No shares earned |

  57. Figure 8: Fiscal 2022 EPS PSU Payout Schedule

    (1) The multiple of target EPS PSUs earned between award levels interpolates linearly with our average Adjusted EPS for the three-year performance period. RSUs. RSUs represent the right to receive one share of our common stock for each unit awarded, based on continued employment until vesting, which is in equal annual installments over three years. We use RSUs as part of the annual equity awards for our executive officers in order to support ownership accumulation and employment retention objectives. Summary of Grant Date Fair Values of Fiscal 2022 Equity Awards. Figure 9 shows the grant date fair values of the equity awards granted to our NEOs in fiscal 2022. The HR and Compensation Committee set Ms. Chaplin’s and Mr. Cathey’s fiscal 2022 equity awards at these levels in order to give them a meaningful equity stake in our business and thereby align their interests with those of our stockholders.

  58. Figure 9: Grant Date Fair Values of Equity Awarded to NEOs in Fiscal 2022

    Figure 9: Grant Date Fair Values of Equity Awarded to NEOs in Fiscal 2022

  59. Figure 9: Grant Date Fair Values of Equity Awarded to NEOs in Fiscal 2022

    | Name | RTSR PSUs | EPS PSUs | RSUs | Total All Awards | | Cristiano R. Amon | $— | $— | $— | $— | | Akash Palkhiwala | $— | $— | $— | $— | | Ann Chaplin | $1,650,077 | $1,650,074 | $2,200,099 | $5,500,250 | | James J. Cathey | $— | $— | $3,200,299 | $3,200,299 | | James H. Thompson | $— | $— | $— | $— |

  60. Figure 9: Grant Date Fair Values of Equity Awarded to NEOs in Fiscal 2022

    Fiscal 2019 PSUs with Performance Periods Ending in Fiscal 2022. In September 2019, the HR and Compensation Committee granted RTSR PSUs and ROIC PSUs to our then executive officers, including Mr. Amon and Dr. Thompson, which vested in October 2022 and were earned based on our performance for fiscal 2020-2022. The value of these awards at the time of grant was allocated 50% to RTSR PSUs and 50% to ROIC PSUs. After application of a Monte Carlo valuation to determine the number of RTSR shares, the mix of target shares was 45% RTSR PSUs and 55% ROIC PSUs. RTSR PSUs were earned at 175% of target, reflecting our 77.02% TSR and 80th percentile TSR performance versus the NASDAQ-100 for the performance period. ROIC PSUs were earned at 200% of target, reflecting ROIC performance above the 29.0% maximum for the performance period. In the aggregate, our NEOs earned 189% of target of the fiscal 2019 RTSR PSUs and ROIC PSUs.

  61. Figure 10: Fiscal 2019 PSUs Awarded to NEOs with Performance Periods Ending in Fiscal 2022 (1)

    Figure 10: Fiscal 2019 PSUs Awarded to NEOs with Performance Periods Ending in Fiscal 2022 (1)

  62. Figure 10: Fiscal 2019 PSUs Awarded to NEOs with Performance Periods Ending in Fiscal 2022 (1)

    | | RTSR | ROIC | | Target Performance | 50th Percentile | 25.0% | | Actual Performance | 80th percentile | 32.9% | | Payout Percentage | 175% | 200% |

  63. Figure 10: Fiscal 2019 PSUs Awarded to NEOs with Performance Periods Ending in Fiscal 2022 (1)

    | Awarded Shares | RTSR | ROIC | Total | | Cristiano R. Amon | 50,945 | 70,644 | 121,589 | | James H. Thompson | 45,850 | 63,580 | 109,430 |

  64. Figure 10: Fiscal 2019 PSUs Awarded to NEOs with Performance Periods Ending in Fiscal 2022 (1)

    Messrs. Palkhiwala and Cathey and Ms. Chaplin were not awarded shares as they were not executive officers in September 2019 when the PSUs were granted.

  65. Figure 10: Fiscal 2019 PSUs Awarded to NEOs with Performance Periods Ending in Fiscal 2022 (1)

    | 50 | | 2023 PROXY STATEMENT |

  66. Figure 11: Fiscal 2022 U.S. Executive Benefits

    | 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 2022 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 based on job level, 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, up to a pre-determined maximum amount based on job level. • 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 | • Facilitate flexible travel arrangements and provide security. | This benefit is only available to our executive officers. | | 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. |

  67. Figure 12: Fiscal 2022 U.S. All-Employee Benefits

    | 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 health care costs. We offer health savings account funding to help employees pay for qualified medical expenses and encourage tax-efficient savings. | | 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 $6,375 for 2022. | | 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 generally 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. | | Relocation Benefits | • Attract and retain employees. | We provide relocation benefits to employees who are required to move for business purposes. We gross up for the impact of tax on such benefits for all employees for our Director and above population. | | 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 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. We provide change in control benefits to non-executive officers under the Qualcomm Incorporated Non-Executive Officer Change in Control Severance Plan. |

  68. Executive Severance and Change in Control Benefits

    Executive Severance and Change in Control Benefits Please see the “Potential Post-Employment Payments” section of this proxy statement for information regarding the Severance Plan, the CIC Severance Plan and treatment of equity upon various types of employment terminations.

  69. Additional New Hire Benefits for Ms. Chaplin

    paid to her in November 2021, and $5,500,250 in new hire equity awards, in consideration of the cash bonus and unvested equity she forfeited in leaving her previous employer. The HR and Compensation Committee determined that these relocation expense benefits, as well as the sign-on cash bonus and new hire equity awards, were appropriate in order to induce Ms. Chaplin to commence employment with us.

  70. PROCESS AND RATIONALE FOR EXECUTIVE COMPENSATION DECISIONS

    PROCESS AND RATIONALE FOR EXECUTIVE COMPENSATION DECISIONS The HR and Compensation Committee considers several factors in determining the compensation of our executive officers, but does not have a predefined framework for prioritizing or weighting these factors, and the emphasis placed on specific factors may vary among our executive officers. Ultimately, it is the HR and Compensation Committee’s judgment about these factors that forms the basis for determining our executive officers’ compensation. In the fourth quarter of each fiscal year, the HR and Compensation Committee sets our executive officers’ salaries and ACIP targets for the next fiscal year. Historically, we have granted annual equity awards to our executive officers in September, the last month of our fiscal year. In fiscal 2021, the Board of Directors and management changed the timing of the Board’s review of our strategic plan financials from the fourth quarter of our fiscal year to the first quarter of our fiscal year. This change was made to allow for the most current relevant information to be used in the preparation of our strategic plan financials. This timing also aligns with the Board’s approval of the annual financial budget in the first quarter of our fiscal year. In fiscal 2022, the HR and Compensation Committee decided to correspondingly shift the timing of the grant of equity awards to our executive officers from the fourth quarter of our fiscal year to the first quarter of our subsequent fiscal year so that it had the benefit of our final, Board-approved budget and our strategic plan financials, prior to setting performance goals for the executive officers’ PSUs. In executive sessions without our CEO present, the HR and Compensation Committee approved adjustments to base salaries and reviewed ACIP targets for fiscal 2023, as well as approved the fiscal 2023 equity awards and the fiscal 2022 ACIP earned amounts. In making these decisions and determining the amounts and mix of executive compensation, the HR and Compensation Committee considered the following factors, among others: • Business performance, including operational management such as project milestones and expense management; • Feedback from our CEO regarding the performance of our business, his performance and his evaluation of and compensation recommendations for the other executive officers; • Feedback from our CEO, Chief Human Resources Officer and Chief Diversity Officer regarding progress on our human capital advancement initiatives, including support of our 2025 DEI goals; • The executive officers’ individual performance and contributions to financial and strategic objectives, including expertise, skills, tenure in position and potential to assume increased responsibilities; • Labor market conditions, competitive compensation for comparable positions and threats to our business due to retention-related risks; • Developing and motivating employees (such as establishing processes for identifying and assessing high potential employees) and attracting and retaining employees (such as initiatives to increase the pipeline of women and URM in leadership roles). • Feedback from our stockholders received as part of our stockholder outreach program; • Internal working and reporting relationships and teamwork among our executive officers (for example, using the same ACIP and PSU financial metrics and objectives for all executive officers promotes teamwork and collaboration and our executive officers’ contribution to Company-wide initiatives); • The HR and Compensation Committee’s intention for compensation to be internally fair and equitable relative to roles, responsibilities and relationships, in addition to being competitively reasonable; and • Leadership actions that support our ethical standards, compliance culture and ESG initiatives. The HR and Compensation Committee engages independent advisors. The HR and Compensation Committee has the authority to engage and terminate its independent compensation consultant and to obtain advice and assistance from external legal, accounting and other advisors. The HR and Compensation Committee engaged Pay Governance, an independent executive compensation consulting firm, to advise it on compensation matters during fiscal 2022. Pay Governance reports directly to the HR and Compensation Committee. The Company did not engage Pay Governance for any services during fiscal 2022. The HR and Compensation Committee’s engagement of Pay Governance did not raise any conflicts of interest. Pursuant to the engagement, Pay Governance: Provided information, insights and advice regarding compensation philosophy, objectives and strategy;

  71. PROCESS AND RATIONALE FOR EXECUTIVE COMPENSATION DECISIONS

    Recommended peer group selection criteria and identified and recommended potential peer companies; • Provided analyses of competitive compensation practices for executive officers and non-employee directors; • Provided analyses of potential risks arising from executive and non-executive compensation programs; • Provided analyses of aggregate equity compensation spending and related dilution; • Reviewed and commented on recommendations regarding executive officer compensation amounts; • Advised the HR and Compensation Committee on specific issues as they arose; and • Kept the HR and Compensation Committee informed of executive compensation trends and regulatory and governance considerations related to executive compensation. The HR and Compensation Committee also sought and received advice from our outside legal counsel, DLA Piper LLP. Our Human Resources department supported the HR and Compensation Committee in its work, collaborated with Pay Governance and DLA Piper, conducted additional analyses and managed our compensation and benefit programs. The HR and Compensation Committee reviews peer group compensation practices. The HR and Compensation Committee identified peer companies to use for competitive analyses, considering recommendations made by Pay Governance and input received from stockholders. The peer companies were identified based on the following characteristics: • Technology, telecommunications and media companies (excluding those that are primarily content producers) based on Global Industry Classification Standard codes. • Companies of comparable size, with both market capitalization and revenues generally between 0.25x to 4.0x Qualcomm’s market capitalization and revenues. • The HR and Compensation Committee used market capitalization as a quantitative criterion because: • Market capitalization, a key component of which is stock price, is the key driver of equity compensation grant value, and equity compensation grant value is the single largest component of executive compensation among technology companies with large market capitalization; • Market capitalization is directly related to stockholder benefit; and • A significant portion of our business is technology licensing, which is a high-margin business, and as such, Qualcomm typically has higher market capitalization and profit than companies with similar revenues. • The HR and Compensation Committee also included revenues as a quantitative criterion because revenues are commonly used as a selection criterion by our peer companies, third-party compensation survey providers and proxy advisory firms. Pay Governance provides analyses of peer company competitive practices. The HR and Compensation Committee considers these peer company competitive practices, along with the other factors described in this section, when determining the salaries, ACIP targets and equity awards for our CEO and other executive officers. Figure 13 identifies the peer companies that the HR and Compensation Committee approved in May 2022 for purposes of determining our executive officers’ target compensation levels. The peer companies and Qualcomm are ranked, high-to-low, on revenues and market capitalization. The HR and Compensation Committee approved two peer additions (Adobe Inc. and PayPal Holdings, Inc.) and two peer removals (HP Inc. and eBay Inc.) in May 2022. The new peer group is intended to be more reflective of our market cap while maintaining relevant industry comparators.

  72. Figure 13: Qualcomm’s Relative Rankings Among Peer Companies as of March 31, 2022 (1)

    Figure 13: Qualcomm’s Relative Rankings Among Peer Companies as of March 31, 2022 (1)

  73. Figure 13: Qualcomm’s Relative Rankings Among Peer Companies as of March 31, 2022 (1)

    | Revenues | | | Company | $ Millions | | T-Mobile US | $80,118 | | Intel | $79,024 | | Accenture | $56,695 | | Charter | $51,682 | | Cisco | $51,549 | | Oracle | $41,827 | | Qualcomm | $36,036 | | Micron Technology | $31,169 | | Netflix | $29,698 | | Broadcom | $28,501 | | NVIDIA | $26,914 | | salesforce.com | $26,492 | | Visa | $25,477 | | PayPal | $25,371 | | Applied Materials | $24,172 | | Texas Instruments | $18,344 | | Lam Research | $16,524 | | AMD | $16,434 | | Adobe | $16,142 | | VMware | $12,851 | | Intuit | $11,414 | | NXP Semiconductors | $11,063 | | Analog Devices | $8,444 | | 75th Percentile | $39,163 | | Median | $25,985 | | 25th Percentile | $16,456 | | QCOM Percentile Rank | 74% |

  74. Figure 13: Qualcomm’s Relative Rankings Among Peer Companies as of March 31, 2022 (1)

    | Market Cap | | | Company | $ Millions | | NVIDIA | $683,787 | | Visa | $465,267 | | Broadcom | $257,086 | | Cisco | $231,636 | | Oracle | $220,737 | | Adobe | $215,280 | | Accenture | $213,602 | | salesforce.com | $210,197 | | Intel | $202,634 | | AMD | $177,148 | | Qualcomm | $172,228 | | Texas Instruments | $169,330 | | Netflix | $166,304 | | T-Mobile US | $160,346 | | Intuit | $135,988 | | PayPal | $134,733 | | Applied Materials | $116,431 | | Charter | $104,463 | | Micron Technology | $86,977 | | Analog Devices | $86,441 | | Lam Research | $74,997 | | NXP Semiconductors | $48,591 | | VMware | $47,946 | | 75th Percentile | $214,861 | | Median | $167,817 | | 25th Percentile | $107,455 | | QCOM Percentile Rank | 54% |

  75. Figure 13: Qualcomm’s Relative Rankings Among Peer Companies as of March 31, 2022 (1)

    Data above is from Standard & Poor’s Capital IQ. Revenue data is based on the last 12 months of results using financial filings through March 31, 2022. Market capitalization data is based on the 12-month average as of March 31, 2022.

  76. Figure 13: Qualcomm’s Relative Rankings Among Peer Companies as of March 31, 2022 (1)

    | 56 | | 2023 PROXY STATEMENT |

  77. COMPENSATION RISK MANAGEMENT

    COMPENSATION RISK MANAGEMENT One element of the HR and Compensation Committee’s engagement of Pay Governance was to collaborate with Qualcomm’s Human Resources staff to assess potential risks that may arise from our compensation programs. Based on this assessment, the HR and Compensation Committee concluded that our policies and practices do not encourage excessive or unnecessary risk taking that would be reasonably likely to have a material adverse effect on Qualcomm. The assessment included executive and non-executive programs and focused on the variable components of cash and equity awards. Our compensation programs are designed and administered by our corporate compensation and benefits staff within Human Resources and are substantially identical among business units, corporate functions and global locations (with modifications to comply with local regulations as appropriate). The risk-mitigating factors considered in this assessment included: • The alignment of pay philosophy, peer group companies and compensation levels relative to competitive practices to support our business objectives. • Balance of cash and equity, short- and long-term performance periods, limits on performance-based award schedules, Company financial metrics with consideration of individual performance factors and HR and Compensation Committee discretion. Ownership guidelines, clawbacks, insider trading prohibitions, an equity award approval authorization policy and independent HR and Compensation Committee oversight to effectively mitigate compensation-related risk.

  78. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table shows information regarding compensation of each of our NEOs for fiscal 2022, 2021 and 2020, except in the case of Ms. Chaplin and Mr. Cathey, who were not NEOs in fiscal 2021 or 2020. See the “Compensation Discussion and Analysis” section for additional information regarding our fiscal 2022 executive compensation program.

  79. Fiscal 2022 Summary Compensation Table (1)

    Fiscal 2022 Summary Compensation Table (1)

  80. Fiscal 2022 Summary Compensation Table (1)

    | Name and Principal Position | Year | Salary ($) (2) | Bonus ($) (3) | Stock Awards ($) (4) | Non-Equity Incentive Plan Compensation ($) (5) | All Other Compensation ($) (6) | Total ($) | | Cristiano R. Amon President & Chief Executive Officer | 2022 | 1,150,000 | — | — | 2,737,000 | 867,113 | 4,754,113 | | | 2021 | 1,032,902 | — | 16,000,168 | 3,092,000 | 513,854 | 20,638,924 | | | 2020 | 1,000,022 | — | 10,000,248 | 3,500,000 | 109,881 | 14,610,151 | | Akash Palkhiwala Chief Financial Officer | 2022 | 750,214 | — | — | 1,339,000 | 186,556 | 2,275,770 | | | 2021 | 750,214 | 250,000 | 4,800,193 | 1,118,000 | 104,059 | 7,022,466 | | | 2020 | 928,654 | 250,000 | 5,150,312 | 1,500,000 | 199,190 | 8,028,156 | | Ann Chaplin General Counsel and Corporate Secretary | 2022 | 619,231 | 1,250,000 | 5,500,250 | 833,000 | 157,255 | 8,359,736 | | | 2021 | | | | | | | | | 2020 | | | | | | | | James J. Cathey Chief Commercial Officer | 2022 | 519,829 | — | 3,200,299 | 714,000 | 21,626 | 4,455,754 | | | 2021 | | | | | | | | | 2020 | | | | | | | | James H. Thompson Chief Technology Officer | 2022 | 900,058 | — | — | 1,607,000 | 149,775 | 2,656,833 | | | 2021 | 900,058 | — | 9,000,184 | 2,012,000 | 262,270 | 12,174,512 | | | 2020 | 900,058 | — | 9,000,073 | 2,700,000 | 163,847 | 12,763,978 |

  81. Fiscal 2022 Summary Compensation Table (1)

    (1) We do not offer a pension plan or other defined benefit retirement plan to our executive officers. We do not provide above-market or preferential earnings on deferred compensation, nor do we provide dividends on our common stock in our Non-Qualified Deferred Compensation (NQDC) Plan at a rate higher than dividends on our common stock. Further, we did not award any stock options to any of our NEOs in any of the periods set forth in this table. Accordingly, the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” and the “Option Awards” columns have been omitted from the Fiscal 2022 Summary Compensation Table. (2) The amounts in this column also include portions of our NEOs’ salaries that they may have deferred pursuant to the NQDC Plan. See “Fiscal 2022 Nonqualified Deferred Compensation” table. (3) In May 2018, Mr. Palkhiwala was awarded a retention bonus of $750,000, payable in three equal annual installments of $250,000 (subject to his continued employment with the Company, unless his employment is terminated due to a reduction in force). In connection with the commencement of her employment with us, Ms. Chaplin was awarded a sign-on bonus of $1,250,000 that was paid in November 2021. (4) Stock awards granted to NEOs include annual awards and may include special awards for new hires, promotions and/or retention. The amounts in this column represent the grant date fair values of equity awards granted during the applicable fiscal year. The grant date fair values of RSUs, ROIC PSUs and EPS PSUs were determined based on the closing price of the Company’s common stock on the date of grant. The grant date fair values of RTSR PSUs were determined based on a Monte Carlo simulation (which probability weights multiple potential outcomes). The amounts may not be indicative of the realized value of the awards when they vest. See the “Compensation Discussion and Analysis” section and the “Fiscal 2022 Grants of Plan-Based Awards” table for details on the stock awards granted to our NEOs during fiscal 2022. If we assume that the highest level of performance conditions will be achieved with respect to the PSUs (and thus the maximum number of shares will be issued under the PSUs), using the fair value of our common stock on the grant date for such shares, the fiscal 2022 stock awards would be as follows: $11,000,500 for Ms. Chaplin and $6,400,600 for Mr. Cathey. Historically, we have granted annual equity awards to our executive officers in September, the last month of our fiscal year. As previously discussed, in fiscal 2022, the HR and Compensation Committee decided to shift the timing of the grant of equity awards to our executive officers from the fourth quarter of our fiscal year to the first quarter of our subsequent fiscal year. Accordingly, we did not grant equity awards to our NEOs in fiscal 2022, except for Ms. Chaplin, who was granted PSUs and RSUs as part of her offer to join the Company in November 2021, and Mr. Cathey, who received RSUs in November 2021 as part of the annual review cycle for non-executive officers, as well as RSUs in May 2022 related to his promotion to the position of Chief Commercial Officer. (5) The amounts in this column represent cash bonuses earned under our ACIP for performance during the applicable fiscal year. The amounts in this column also include portions of our NEOs’ bonuses that they may have deferred pursuant to the NQDC Plan. See the “Fiscal 2022 Nonqualified Deferred Compensation” table. See the “Fiscal 2022 All Other Compensation” table for an itemized account of compensation reported in this column for fiscal 2022.

  82. Fiscal 2022 Summary Compensation Table (1)

    | 2023 PROXY STATEMENT | | 59 |

  83. Fiscal 2022 All Other Compensation

    | Name | Perquisites and Other Personal Benefits ($) (1) | Nonqualified Deferred Compensation Plan ($) (2) | Charitable Match ($) (3) (4) | 401k Match ($) (5) | Life Insurance Premiums ($) (6) | Tax Gross- Ups ($) (7) | All Other Compensation Total ($) | | Cristiano R. Amon | 585,721 | 166,611 | 100,000 | 6,375 | 8,406 | — | 867,113 | | Akash Palkhiwala | — | 74,729 | 100,000 | 5,725 | 6,102 | — | 186,556 | | Ann Chaplin | 96,373 | — | — | 5,725 | 5,697 | 49,460 | 157,255 | | James J. Cathey | — | — | 5,000 | 6,375 | 10,251 | — | 21,626 | | James H. Thompson | 14,264 | 116,482 | — | 6,375 | 12,654 | — | 149,775 |

  84. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table shows information regarding the incentive awards granted to our NEOs in fiscal 2022. See the “Compensation Discussion and Analysis” section for detailed information regarding our ACIP and equity award programs, and the awards set forth in the table below.

  85. Fiscal 2022 Grants of Plan-Based Awards (1)(2)

    Fiscal 2022 Grants of Plan-Based Awards (1)(2)

  86. Fiscal 2022 Grants of Plan-Based Awards (1)(2)

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All other Stock Awards: Number of shares of stock or units (#) | Grant Date Fair Value of Stock Awards ($) (3) | | Name | Type of Award | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Cristiano R. Amon | ACIP | | 23,000 | 2,300,000 | 4,600,000 | | | | | | | Akash Palkhiwala | ACIP | | 11,250 | 1,125,000 | 2,250,000 | | | | | | | Ann Chaplin | ACIP | | 7,000 | 700,000 | 1,400,000 | | | | | | | | RTSR PSUs | 11/1/21 | | | | 2,948 | 11,793 | 23,586 | | 1,650,077 | | | EPS PSUs | 11/1/21 | | | | 4,039 | 12,240 | 24,480 | | 1,650,074 | | | RSUs | 11/1/21 | | | | | | | 16,320 | 2,200,099 | | James J. Cathey | ACIP | | 6,000 | 600,000 | 1,200,000 | | | | | | | | RSUs | 10/27/21 | | | | | | | 9,147 | 1,200,086 | | | RSUs | 5/16/22 | | | | | | | 14,937 | 2,000,213 | | James H. Thompson | ACIP | | 13,500 | 1,350,000 | 2,700,000 | | | | | |

  87. Fiscal 2022 Grants of Plan-Based Awards (1)(2)

    (1) All equity awards were approved on the grant dates. (2) We did not award any stock options to any NEOs in fiscal 2022. Accordingly, the “All Other Option Awards” and “Exercise or Base Price of Option Awards” columns have been omitted from this table. The amounts in this column for RSUs and EPS PSUs represent the grant date fair values based on the closing price of the Company’s common stock on the date of grant. The amounts for RTSR PSUs represent the grant date fair value of the Company’s common stock as determined using a Monte Carlo simulation (which probability weights multiple potential outcomes).

  88. Fiscal 2022 Grants of Plan-Based Awards (1)(2)

    | 2023 PROXY STATEMENT | | 61 |

  89. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END The “Outstanding Equity Awards at Fiscal Year End” table below provides information on the current holdings of equity awards by our NEOs. The market value of equity awards reported is based on the closing price of the Company’s common stock on September 23, 2022, the last trading day of fiscal 2022.

  90. Outstanding Equity Awards at Fiscal Year End (1)

    Outstanding Equity Awards at Fiscal Year End (1)

  91. Outstanding Equity Awards at Fiscal Year End (1)

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) (2) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Cristiano R. Amon | 09/20/19 | 21,488 (4) | 2,604,131 | | | | | 09/20/19 | 75,673 (5) | 9,170,811 | | | | | 09/20/19 | 54,571 (5) | 6,613,459 | | | | | 09/23/20 | 25,097 (6) | 3,041,505 | | | | | 09/23/20 | | | 56,468 (13) | 6,843,357 | | | 09/23/20 | | | 46,404 (13) | 5,623,701 | | | 09/23/21 | 48,777 (7) | 5,911,285 | | | | | 09/23/21 | | | 73,165 (14) | 8,866,866 | | | 09/23/21 | | | 33,588 (15) | 4,070,530 | | Total | | 225,606 | 27,341,191 | 209,625 | 25,404,454 | | Akash Palkhiwala | 10/30/19 | 1,974 (8) | 239,229 | | | | | 09/23/20 | 10,666 (6) | 1,292,613 | | | | | 09/23/20 | | | 24,000 (13) | 2,908,560 | | | 09/23/20 | | | 19,723 (13) | 2,390,230 | | | 09/23/21 | 14,633 (7) | 1,773,373 | | | | | 09/23/21 | | | 21,950 (14) | 2,660,121 | | | 09/23/21 | | | 10,077 (15) | 1,221,232 | | Total | | 27,273 | 3,305,215 | 75,750 | 9,180,143 | | Ann Chaplin | 11/01/21 | 16,656 (9) | 2,018,541 | | | | | 11/01/21 | | | 24,984 (16) | 3,027,811 | | | 11/01/21 | | | 12,036 (17) | 1,458,643 | | Total | | 16,656 | 2,018,541 | 37,020 | 4,486,454 | | James J. Cathey | 10/30/19 | 1,974 (8) | 239,229 | | | | | 10/28/20 | 3,852 (10) | 466,824 | | | | | 10/27/21 | 9,335 (11) | 1,131,309 | | | | | 05/16/22 | 15,122 (12) | 1,832,635 | | | | Total | | 30,283 | 3,669,997 | — | — | | James H. Thompson | 09/20/19 | 19,339 (4) | 2,343,693 | | | | | 09/20/19 | 68,106 (5) | 8,253,766 | | | | | 09/20/19 | 49,114 (5) | 5,952,126 | | | | | 09/23/20 | 22,587 (6) | 2,737,319 | | | | | 09/23/20 | | | 50,820 (13) | 6,158,876 | | | 09/23/20 | | | 41,763 (13) | 5,061,258 | | | 09/23/21 | 27,437 (7) | 3,325,090 | | | | | 09/23/21 | | | 41,156 (14) | 4,987,696 | | | 09/23/21 | | | 18,894 (15) | 2,289,764 | | Total | | 186,583 | 22,611,994 | 152,633 | 18,497,594 |

  92. Outstanding Equity Awards at Fiscal Year End (1)

    | 62 | | 2023 PROXY STATEMENT |

  93. Outstanding Equity Awards at Fiscal Year End (1)

    | Footnotes to Outstanding Awards Table | | Our NEOs did not hold any stock options at September 25, 2022. Therefore, the “Option Awards” columns have been omitted from this table.(1) | | Amounts in this column represent outstanding RSUs, as well as PSUs whose measurement periods were completed as of the end of fiscal 2022. Amounts include dividend equivalent shares that had not vested at the end of fiscal 2022 as follows: 3,390 shares for Mr. Amon; 842 shares for Mr. Palkhiwala; 336 shares for Ms. Chaplin; 654 shares for Mr. Cathey and 2,719 shares for Dr. Thompson.(2) | | Amounts in this column represent outstanding PSUs whose measurement periods were not completed as of the end of fiscal 2022. Amounts include dividend equivalent shares that had not vested at the end of fiscal 2022 as follows: 6,164 shares for Mr. Amon; 2,350 shares for Mr. Palkhiwala; 747 shares for Ms. Chaplin and 4,822 shares for Dr. Thompson.(3) |

  94. Outstanding Equity Awards at Fiscal Year End (1)

    | Type of Grant | Grant Date | Vesting Rate | Vesting Dates | Conditions | | Restricted Stock Units(4) | 9/20/2019 | 33-1/3% per year | 10/1/2020 10/1/2021 10/1/2022 | Continued employment through vesting dates required. | | Performance Stock Units(5) | 9/20/2019 | 100% cliff vesting | 10/1/2022 | As of 9/25/22, the measurement period was complete. The number of shares shown is the actual number of shares earned under this award. Continued employment through vesting date required. | | Restricted Stock Units(6) | 9/23/2020 | 33-1/3% per year | 10/1/2021 10/1/2022 10/1/2023 | Continued employment through vesting dates required. | | Restricted Stock Units(7) | 9/23/2021 | 33-1/3% per year | 10/1/2022 10/1/2023 10/1/2024 | Continued employment through vesting dates required. | | Restricted Stock Units(8) | 10/30/2019 | 33-1/3% vested on first anniversary; balance vests semi-annually in equal installments. | 11/20/2020 5/20/2021 11/20/2021 5/20/2022 11/20/2022 | Continued employment through vesting dates required. | | Restricted Stock Units(9) | 11/1/2021 | 33-1/3% per year | 11/1/2022 11/1/2023 11/1/2024 | Continued employment through vesting dates required. | | Restricted Stock Units(10) | 10/28/2020 | 33-1/3% vested on first anniversary; balance vests semi-annually in equal installments. | 11/20/2021 5/20/2022 11/20/2022 5/20/2023 11/20/2023 | Continued employment through vesting dates required. | | Restricted Stock Units(11) | 10/27/2021 | 33-1/3% vested on first anniversary; balance vests semi-annually in equal installments. | 11/20/2022 5/20/2023 11/20/2023 5/20/2024 11/20/2024 | Continued employment through vesting dates required. | | Restricted Stock Units(12) | 5/16/2022 | 33-1/3% per year | 5/20/2023 5/20/2024 5/20/2024 | Continued employment through vesting dates required. | | Performance Stock Units(13) | 9/23/2020 | 100% cliff vesting | 10/1/2023 | As of 9/25/22, the measurement period was incomplete. The number of shares shown is the maximum number of shares that may be earned under this award. Continued employment through vesting date required. | | Performance Stock Units(14) | 9/23/2021 | 100% cliff vesting | 10/1/2024 | As of 9/25/22, the measurement period was incomplete. The number of shares shown is the maximum number of shares that may be earned under this award. Continued employment through vesting date required. | | Performance Stock Units(15) | 9/23/2021 | 100% cliff vesting | 10/1/2024 | As of 9/25/22, the measurement period was incomplete. The number of shares shown is the target number of shares that may be earned under this award. Continued employment through vesting date required. | | Performance Stock Units(16) | 11/1/2021 | 100% cliff vesting | 10/1/2024 | As of 9/25/22, the measurement period was incomplete. The number of shares shown is the maximum number of shares that may be earned under this award. Continued employment through vesting date required. | | Performance Stock Units(17) | 11/1/2021 | 100% cliff vesting | 10/1/2024 | As of 9/25/22, the measurement period was incomplete. The number of shares shown is the target number of shares that may be earned under this award. Continued employment through vesting date required. |

  95. Outstanding Equity Awards at Fiscal Year End (1)

    | 2023 PROXY STATEMENT | | 63 |

  96. OPTION EXERCISES AND STOCK VESTED DURING FISCAL 2022

    OPTION EXERCISES AND STOCK VESTED DURING FISCAL 2022 The “Option Exercises and Stock Vested During Fiscal 2022” table below provides information on stock options exercised by our NEOs and NEO stock awards that vested during fiscal 2022.

  97. Option Exercises and Stock Vested During Fiscal 2022(1)

    Option Exercises and Stock Vested During Fiscal 2022(1)

  98. Option Exercises and Stock Vested During Fiscal 2022(1)

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) (2) | Value Realized on Vesting ($) (3) | | Cristiano R. Amon | 155,434 | 24,874,173 | | Akash Palkhiwala | 26,091 | 3,782,153 | | Ann Chaplin | — | — | | James J. Cathey | 9,690 | 1,620,782 | | James H. Thompson | 136,840 | 21,872,561 |

  99. Option Exercises and Stock Vested During Fiscal 2022(1)

    (1) Our NEOs did not exercise any stock options in fiscal 2022. Accordingly, the “Option Awards” columns have been omitted from this table. (2) Amounts include dividend equivalents on vested shares and shares withheld for the payment of taxes. (3) Amounts represent the value of shares released upon vesting based on the fair market value of our common stock on the vest date.

  100. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION The “Fiscal 2022 Nonqualified Deferred Compensation” table below provides information on the nonqualified deferred compensation of our NEOs. Under the NQDC Plan, we match a portion of participants’ contributions to the NQDC Plan with cash. We match 25% of a participant’s deferrals under the NQDC Plan, up to 4% of the aggregate of a participant’s base salary plus ACIP amounts. We match a participant’s contributions for a calendar year annually, but only if the participant is actively employed on the first day of the next calendar year or is terminated without cause during the calendar year and had satisfied the vesting eligibility requirement. All matching amounts vest in full upon the participant’s death, disability, involuntary termination of employment without Cause or voluntary termination of employment for Good Reason (as defined in the NQDC Plan, and in both cases within 24 months after a change in control of the Company) or completion of two continuous years of service with the Company commencing with the participant’s date of hire. Participants may defer up to 60% of their annual salary and 85% of their ACIP earnings during a plan year.

  101. Fiscal 2022 Nonqualified Deferred Compensation

    Fiscal 2022 Nonqualified Deferred Compensation

  102. Fiscal 2022 Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($) (1) | Registrant Contributions in Last Fiscal Year ($) (2) | Aggregate Earnings in Last Fiscal Year ($) (3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) (4) | | Cristiano R. Amon | 678,720 | 166,611 | (812,989) | — | 4,195,025 | | Akash Palkhiwala | 1,400,429 | 74,729 | (1,144,777) | — | 4,857,411 | | Ann Chaplin | 77,538 | — | (7,677) | — | 69,861 | | James J. Cathey | — | — | — | — | — | | James H. Thompson | 1,435,676 | 116,482 | (2,706,248) | — | 16,897,044 |

  103. Fiscal 2022 Nonqualified Deferred Compensation

    (1) The amounts in this column are also reported in the Fiscal 2022 Summary Compensation Table, with some of the amounts included in the “Salary” column for fiscal 2022 and some of the amounts included in the “Non-Equity Incentive Plan Compensation” column for fiscal 2021 (as any portion of an NEOs’ 2021 ACIP award contributed to the NQDC Plan could not be contributed until fiscal 2022, and any portion of an NEOs’ 2022 ACIP award contributed to the NQDC Plan could not be contributed until fiscal 2023). (2) The amounts in this column represent the cash match made by the Company in fiscal 2022. All amounts in this column are also reported in the Fiscal 2022 Summary Compensation Table under “All Other Compensation.” (3) The amounts in this column are not included in the Fiscal 2022 Summary Compensation Table. This column includes all amounts in the NQDC Plan for our NEOs. The following amounts were reported as compensation to our NEOs in our summary compensation tables for previous years: Mr. Amon — $2,647,223; Mr. Palkhiwala — $2,744,991; and Dr. Thompson — $3,710,211.

  104. Fiscal 2022 Nonqualified Deferred Compensation

    | 64 | | 2023 PROXY STATEMENT |

  105. Potential Payments Upon Termination or Change In Control (1)

    Potential Payments Upon Termination or Change In Control (1)

  106. Potential Payments Upon Termination or Change In Control (1)

    | Name | Termination Scenario | Cash ($) (4) | COBRA Premiums ($) (5) | Performance Stock Units/ Performance Stock Options/ Restricted Stock Units ($) (6) (7) | Total ($) | | Cristiano R. Amon | Death | — | — | 37,024,552 | 37,024,552 | | | Long-Term Disability | — | — | 37,024,552 | 37,024,552 | | | Involuntary Termination (2) | 6,900,000 | 63,882 | 34,683,040 | 41,646,922 | | | Change in Control (3) | 6,900,000 | 63,882 | 37,493,282 | 44,457,164 | | | Voluntary Termination | — | — | — | — | | Akash Palkhiwala | Death | — | — | 6,856,045 | 6,856,045 | | | Long-Term Disability | — | — | 6,856,045 | 6,856,045 | | | Involuntary Termination (2) | 2,812,500 | 52,766 | 6,431,880 | 9,297,146 | | | Change in Control (3) | 2,812,500 | 52,766 | 9,960,392 | 12,825,658 | | | Voluntary Termination | — | — | — | — | | Ann Chaplin | Death | — | — | 2,386,918 | 2,386,918 | | | Long-Term Disability | — | — | 2,386,918 | 2,386,918 | | | Involuntary Termination (2) | 2,100,000 | 36,259 | 2,579,610 | 4,715,869 | | | Change in Control (3) | 2,100,000 | 36,259 | 4,991,065 | 7,127,324 | | | Voluntary Termination | — | — | — | — | | James J. Cathey | Death | — | — | 3,669,997 | 3,669,997 | | | Long-Term Disability | — | — | 3,669,997 | 3,669,997 | | | Involuntary Termination (2) | 1,800,000 | 32,919 | 2,104,343 | 3,937,262 | | | Change in Control (3) | 1,800,000 | 32,919 | 3,669,997 | 5,502,916 | | | Voluntary Termination | — | — | — | — | | | Retirement | — | — | — | — | | James H. Thompson | Death | — | — | 29,992,721 | 29,992,721 | | | Long-Term Disability | — | — | 29,992,721 | 29,992,721 | | | Involuntary Termination (2) | 3,375,000 | 22,606 | 28,577,221 | 31,974,827 | | | Change in Control (3) | 3,375,000 | 22,606 | 28,878,812 | 32,276,418 | | | Voluntary Termination | — | — | — | — | | | Retirement | — | — | 38,579,019 | 38,579,019 |

  107. Potential Payments Upon Termination or Change In Control (1)

    (1) Company match under the NQDC Plan is fully vested upon the completion of two years of continuous service with the Company (or upon the participant’s death, disability, involuntary termination or change in control). Except for Ms. Chaplin, all of our NEOs fulfilled the continuous service requirement as of September 25, 2022, and all match amounts and/or shares credited to their accounts are vested. The potential payments in the above scenarios related to the NQDC Plan are equal to the Aggregate Balance column in the “Fiscal 2022 Nonqualified Deferred Compensation” table, and as a result, we did not include these amounts in this table. Notwithstanding the above, since Ms. Chaplin has not completed two years of continuous service with the Company, she is not fully vested in the Company match under the NQDC Plan and thus would not have received the Company match in the event of her voluntary termination as of the last day of fiscal 2022. (2) “Involuntary Termination” is any termination (i) by the Company other than for Cause, death or disability, or (ii) by the executive officer for Good Reason (in each case, as defined in the Severance Plan). (3) “Change in Control” includes any termination during the Change in Control Period (i) by the Company other than for Cause, death or disability, or (ii) by the executive officer for Good Reason (in each case, as defined in the CIC Severance Plan). (4) The amounts in this column represent a severance payment of one and a half times the executive officer’s annual base salary and target bonus (except that the multiplier is two in the case of our CEO). (5) The amounts in this column represent continued payment for the cost of the executive officer’s premiums for health continuation coverage under COBRA for a period equal to the number of months of severance pay but no longer than the end of the COBRA period. (6) For the performance stock units and restricted stock units change-in-control termination scenarios, we have assumed 100% acceleration of unvested shares. Dr. Thompson was the only NEO who was retirement eligible under the applicable plan and award agreements as of September 25, 2022.

  108. Potential Payments Upon Termination or Change In Control (1)

    | 2023 PROXY STATEMENT | | 67 |

  109. CEO PAY RATIO

    CEO PAY RATIO We are providing the following information regarding the relationship of the annual total compensation of our CEO compared to the annual total compensation of our median employee. For fiscal 2022, our last completed fiscal year: • the annual total compensation of our CEO, calculated as described below, was $4,754,113; • the annual total compensation of our median employee was $102,934; and • the resulting ratio was 46 : 1. Our pay ratio estimate has been calculated in a manner consistent with Item 402(u) of Regulation S-K using data and assumptions summarized below. To identify our median employee, we first determined our employee population (excluding our CEO) as of the last day of our fiscal year, September 25, 2022 (the Determination Date). We had approximately 51,000 employees, representing all full-time, part-time and temporary workers as of the Determination Date. The number does not include any independent contractors or “leased” workers. We then measured our employee population’s total direct compensation in fiscal 2022 for our consistently applied compensation measure based on information from our Human Resources management systems. This compensation measurement was calculated by totaling, for each employee, his or her annual base salary as of the Determination Date, annual bonus in fiscal 2022 and the grant date fair value of annual equity awards granted in fiscal 2022. As permitted by applicable SEC rules, due to the original median employee having anomalous compensation characteristics that impact the pay ratio, we substituted another employee within a 1% variance of the median who has substantially similar compensation to the original median employee based on the total direct compensation measurement. Once we identified our median employee, we then determined the annual total compensation of this employee. We believe the above is a reasonable estimate of the relationship between the pay of our CEO and the pay of our median employee in fiscal 2022. We note that the result is anomalously lower than in prior years due to the fact that, as previously discussed, no equity awards were granted to our CEO in fiscal 2022 as a result of the change in the timing of the grants of equity awards to our executive officers.

  110. CEO PAY RATIO

    | 68 | | 2023 PROXY STATEMENT |

  111. CEO PAY RATIO

    The HR and Compensation Committee reviews our non-employee director compensation program annually, including an analysis of director compensation practices at the same peer companies used for the HR and Compensation Committee’s evaluation of executive compensation. The analysis, prepared by Pay Governance, includes prevalent practices for retainers, fees, equity-based compensation and stock ownership guidelines. Pay Governance also provides recommendations regarding potential changes to our director compensation program. The analysis conducted for fiscal 2022 affirmed that our director compensation program continued to be aligned with best practices as follows: • No fees are provided for Board meeting attendance. • Directors receive an annual award of deferred stock units (DSUs) that are defined under a fixed-value formula, are fully vested on the grant date, include a mandatory three-year holding period from the grant date and settle three years from the grant date regardless of continued Board service, or upon death, disability or a change in control. A director may elect to defer the distribution, and the taxable event, beyond the mandatory three-year holding period. • Directors are subject to meaningful stock ownership guidelines. As discussed under “Stock Ownership Guidelines” above, directors are required to hold shares of our common stock with a value equal to five times the annual retainer for Board service applicable to U.S. residents (which shares include shares subject to the DSUs described above). Directors are required to achieve this ownership level within five years of joining the Board. All of our directors have met this guideline. In addition to the preceding ownership guidelines, all directors are expected to own shares of our common stock within one year of joining the Board. All of our directors have met this guideline as well. The following narratives, tables and footnotes describe the total compensation and benefits awarded to, earned by or paid to our directors during fiscal 2022. References in this “Director Compensation” section to “directors” shall mean only “non-employee directors,” and references to the “standing committees” shall mean the Audit Committee, the HR and Compensation Committee and the Governance Committee. Annual Retainer. Directors who are U.S. residents receive an annual retainer of $100,000 paid in equal one-fourth installments following the end of each calendar quarter. Directors who are non-U.S. residents receive an annual retainer of $120,000, in consideration of the increased travel time and the hardship of participating in meetings via teleconference during off-hours, also paid in equal one-fourth installments following the end of each calendar quarter. If available under the applicable tax code, directors may make an annual election to receive all, or a portion, of the annual retainer in DSUs. The number of DSUs received is based on the Fair Market Value (as defined in the 2016 LTIP or any successor equity incentive plan to the 2016 LTIP which is adopted by the Company) of our common stock on the last trading day of the last month of the applicable calendar quarter. The DSUs vest immediately but are subject to a three-year holding period and generally settle three years from the grant date, unless the director elects to further defer their receipt. Chair of the Board Retainer. The Chair of the Board (if an independent director) receives an additional annual retainer of $175,000. Lead Independent Director Retainer. The Lead Independent Director, if such position is filled, receives an additional annual retainer of $35,000. Committee Chair Retainer. The Chairs of the Audit Committee and the HR and Compensation Committee receive additional annual retainers of $40,000. The Chair of the Governance Committee receives an additional annual retainer of $30,000. Committee Member Retainer. Members of the standing committees (other than committee chairs) receive an additional annual retainer of $15,000. The Board may appoint special committees from time-to-time, and retainers, if any, for the chairs and other members of such committees are determined by the HR and Compensation Committee in its discretion. Meeting Fees. Directors do not receive fees for attending Board meetings, and no meeting fees are paid for the first ten meetings of a standing committee attended (in person or by telephone) by a committee member in a calendar year. In the event a standing committee member attends (in person or by telephone) more than ten meetings of the applicable committee in a calendar year, he or she will receive a fee of $1,500 for each such additional meeting attended. Meeting fees, if any, for members of special committees are determined by the HR and Compensation Committee in its discretion. Equity Compensation. The HR and Compensation Committee grants annual DSUs to directors with a grant date of the date of the Company’s annual meeting of stockholders, and the number of DSUs awarded is determined by dividing $225,000 by the fair value (as determined by a third-party valuation firm, in accordance with applicable accounting standards) of each such unit on the grant date. Directors who join the Board between annual meetings of stockholders receive DSUs on a pro rata basis to reflect the partial year of service until the next annual meeting of stockholders. The DSUs are fully vested on the grant date, include a mandatory three-year holding period from the grant date, and settle three years from the grant date regardless of continued Board service, or upon death, disability or a change in control. If available under the applicable tax code, a director may elect to defer

  112. CEO PAY RATIO

    | 2023 PROXY STATEMENT | | 69 |

  113. CEO PAY RATIO

    the distribution, and the taxable event, beyond the mandatory three-year holding period. The DSUs include dividend equivalent rights, which accrue in the form of additional shares of our common stock with vesting and distribution at the same time as the underlying DSUs. Nonqualified Deferred Compensation Earnings. Directors who are U.S. residents may defer any cash portion of their retainer and meeting fees under the NQDC Plan. Directors who contribute to the NQDC Plan are not eligible to receive the Company match or any interest that is above the market rate. Charitable Gifts Matching Program. We will match 100%, up to $50,000 annually, of a director’s contribution to qualified, eligible IRS recognized non-profit organizations. Perquisites and Other Personal Benefits. Perquisites and other personal benefits for a director are excluded from the table below if the total value of all of the director’s perquisites and personal benefits is less than $10,000. If the total value of all of the director’s perquisites and personal benefits is $10,000 or more, then each perquisite or personal benefit, regardless of its amount, is identified by type. Each perquisite or personal benefit that exceeds the greater of $25,000 or 10% of the total amount of perquisites and personal benefits for that director is identified by type and quantified. We offer a new tablet to directors upon commencement of their service and a new cellular phone to each director each year as a personal benefit, and these amounts are included as perquisites if required to be disclosed as provided above.

  114. Fiscal 2022 Director Compensation (1)(2)

    Fiscal 2022 Director Compensation (1)(2)

  115. Fiscal 2022 Director Compensation (1)(2)

    | Name | Fees Earned or Paid in Cash ($) (3) | Stock Awards ($) (4) | All Other Compensation ($) (5) | Total ($) | | Sylvia Acevedo | 115,000 | 225,121 | 650 | 340,771 | | Mark Fields | 115,000 | 225,121 | — | 340,121 | | Jeffrey W. Henderson | 140,000 | 225,121 | 50,000 | 415,121 | | Gregory N. Johnson | 115,000 | 225,121 | — | 340,121 | | Ann M. Livermore | 123,417 | 225,121 | — | 348,538 | | Harish Manwani | 59,250 | — | — | 59,250 | | Mark D. McLaughlin | 275,000 | 225,121 | 40,127 | 540,248 | | Jamie S. Miller | 115,000 | 225,121 | — | 340,121 | | Clark T. Randt, Jr. | 57,056 | — | 400,000 | 457,056 | | Irene B. Rosenfeld | 140,000 | 225,121 | 50,000 | 415,121 | | Kornelis (Neil) Smit | 115,000 | 225,121 | 50,000 | 390,121 | | Jean-Pascal Tricoire | 135,000 | 225,121 | — | 360,121 | | Anthony J. Vinciquerra | 115,000 | 225,121 | 20,000 | 360,121 |

  116. Fiscal 2022 Director Compensation (1)(2)

    (1) This table shows compensation awarded to, earned by or paid to each individual who served as a director of the Company at any time during fiscal 2022. Messrs. Manwani and Randt concluded their service on our Board at our 2022 annual meeting of stockholders. (2) We did not award any stock options or provide any non-equity incentive plan compensation to any director in fiscal 2022. Therefore, we did not include the “Option Awards” or “Non-Equity Incentive Plan Compensation” columns in this table. We do not offer a pension plan or other defined benefit retirement plan to our directors. We do not provide above-market or preferential earnings on deferred compensation, nor do we provide dividends on stock in the NQDC Plan at a rate higher than dividends on our common stock. As a result, the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column has also been omitted from this table. (3) These amounts include cash retainers and meeting fees. For Messrs. Fields, McLaughlin, Smit and Tricoire, these amounts include the value of DSUs issued in lieu of payment of certain of their cash retainer fees. DSUs awarded to Messrs. Fields, Smit and Tricoire are fully vested and will be settled upon termination of Board service. DSUs awarded to Mr. McLaughlin are fully vested and will be settled three years from the date of grant. (4) These amounts represent the fair value of the awards based on the Fair Market Value of our common stock on the grant date. DSUs issued in lieu of payment of cash retainer fees are not included in this column. These amounts represent the Company’s match of directors’ contributions to qualified, eligible IRS recognized non-profit organizations. Perquisites and personal benefits have been excluded as the total value for each director was less than $10,000. For Mr. Randt, this amount includes $150,000 in fees paid for consulting services following the conclusion of Mr. Randt’s service as a director and $250,000 for a charitable contribution made in Mr Randt’s name in connection with his retirement from the Board.

  117. Fiscal 2022 Director Compensation (1)(2)

    | 70 | | 2023 PROXY STATEMENT |

  118. Fiscal 2022 Director Compensation (1)(2)

    The following table shows the aggregate number of outstanding DSUs, at September 25, 2022, held by each individual who served as a director of the Company at any time during fiscal 2022. No directors held outstanding stock options at September 25, 2022.

  119. Outstanding Equity Awards Held by Directors at Fiscal Year End

    Outstanding Equity Awards Held by Directors at Fiscal Year End

  120. Outstanding Equity Awards Held by Directors at Fiscal Year End

    | Name | Number of Outstanding DSUs (#) (1) | | Sylvia Acevedo | 4,855 | | Mark Fields | 16,079 | | Jeffrey W. Henderson | 7,053 | | Gregory N. Johnson | 4,855 | | Ann M. Livermore | 7,053 | | Harish Manwani | 5,257 | | Mark D. McLaughlin | 32,112 | | Jamie S. Miller | 6,732 | | Clark T. Randt, Jr. | 5,257 | | Irene B. Rosenfeld | 7,053 | | Kornelis (Neil) Smit | 15,775 | | Jean-Pascal Tricoire | 7,391 | | Anthony J. Vinciquerra | 26,894 |

  121. Outstanding Equity Awards Held by Directors at Fiscal Year End

    The information in this column includes dividend equivalent rights and amounts deferred under the director compensation program. See the narrative above under “Director Compensation” for detailed information on DSUs granted to our directors.

  122. Outstanding Equity Awards Held by Directors at Fiscal Year End

    | 2023 PROXY STATEMENT | | 71 |