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Get filing alertsQorvo restructures executive pay metrics after shareholder pushback, grants FY2027 equity
Filed June 9, 2026 · Period ending June 4, 2026 · ~1 min read
Key Changes
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Compensation Committee overhauled executive pay structure in response to 2025 say-on-pay feedback, removing objectives-based metrics and tying awards to non-GAAP operating income (50%), gross margin (25%), and revenue (25%) over FY2027-2029.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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CEO Bruggeworth received target equity of (66,365 shares at $103.97), with potential upside to at 200% maximum performance across the three financial metrics.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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HPA President Chesley received retention award (9,618 time-based RSUs plus 9,618 performance units tied to organic HPA revenue growth), with performance metrics surviving the pending Skyworks merger.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
Summary
Qorvo's Compensation Committee responded to shareholder concerns from the 2025 say-on-pay vote by fundamentally restructuring executive compensation metrics for fiscal 2027.
The company eliminated objectives-based performance measures that shareholders criticized and replaced them with a simpler framework: half of executive equity awards now vest based on non-GAAP operating income over three years, with the remainder split between gross margin targets and a single-year revenue goal.
This shift toward quantifiable financial metrics addresses governance concerns while maintaining performance-based pay. The Committee also issued a targeted retention award to Philip Chesley, president of the High Performance Analog segment, combining time-based and performance-based units worth approximately. Notably, the filing clarifies that Chesley's performance metrics will remain in effect after the pending Skyworks merger closes, rather than being measured at closing as merger agreements typically provide. This ensures the retention incentive continues to tie his compensation to HPA segment results under the combined entity. The restructuring demonstrates board responsiveness to shareholder input on compensation design while maintaining focus on key financial drivers.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Qorvo granted FY2027 performance-based equity awards to executives, restructured metrics after shareholder feedback, and issued retention award to HPA president.
Added in current filing · verify on EDGAR →
On June 4, 2026, the Compensation Committee (the “Committee”) of the Board of Directors of Qorvo, Inc. (the “Company”) approved awards of performance-based restricted stock units (“PBRSUs”) for fiscal year 2027 in accordance with the Qorvo, Inc. 2022 Stock Incentive Plan (the “2022 Plan”) to each of the Company’s named executive officers. Each PBRSU, in addition to being subject to customary terms and conditions as set forth in the 2022 Plan and PBRSU award agreement, is subject to specified performance and service conditions and represents a performance-based award to receive an amount of the Company’s common stock at a future date. The fair market value for each share of the Company’s common stock underlying the PBRSUs was established by the Committee in accordance with the 2022 Plan at $103.97 per share, which was the closing price of the Company’s common stock as reported on the Nasdaq Global Select Market on June 4, 2026.
The Compensation Committee approved performance-based restricted stock unit awards for fiscal year 2027 to all named executive officers. The awards are valued at $103.97 per share based on the June 4, 2026 closing price. These PBRSUs are subject to performance and service conditions and will convert to common stock upon achievement of specified metrics.
Added in current filing · verify on EDGAR →
Robert A. Bruggeworth
President and Chief Executive Officer
33,183 16,591 16,591
CEO Robert Bruggeworth received target awards of 33,183 shares tied to non-GAAP operating income, 16,591 shares tied to gross margin, and 16,591 shares tied to revenue. At the $103.97 grant-date price, this represents $103.97 in target equity value, with potential upside to at maximum performance.
Added in current filing · verify on EDGAR →
For clarity, upon the closing of the Company’s previously announced merger with Skyworks Solutions, Inc. (“Skyworks”), notwithstanding anything to the contrary in the Agreement and Plan of Merger entered into between the Company and Skyworks, the performance objectives applicable to the PBRSUs will not be measured at the closing (as contemplated thereby) and will instead remain in place and eligible to be earned in accordance with its terms following the closing date.
The filing clarifies that Chesley's retention award PBRSUs will not be measured at the closing of the pending Skyworks merger, contrary to standard merger agreement treatment. Instead, the performance objectives will remain in effect post-closing. This ensures the retention incentive survives the transaction and continues to tie Chesley's compensation to HPA segment performance under the combined entity.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 7, 2026 · How we verify