Ron Sugar
AppleAbout Ron Sugar
Ron Sugar, 76, is an independent director of Apple and has served on the Board since 2010. He is the Chair of Apple’s Audit and Finance Committee and brings executive leadership (former Chairman and CEO of Northrop Grumman), financial expertise (former CFO at TRW), global operations and advanced technology experience, and public policy insight; he is a Member of the National Academy of Engineering and serves on the Boards of Trustees of USC and the Los Angeles Philharmonic Association .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northrop Grumman Corporation | Chairman & CEO | April 2003 – June 2010 | Led a global security company; executive leadership credential |
| Northrop Grumman Corporation | President & COO | 2001 – 2003 | Operational leadership |
| TRW Inc. | Chief Financial Officer | Not specified | Financial expertise; audit committee financial expert qualification aligns |
| Litton Industries | Executive positions | Not specified | Advanced technology and operations experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Uber Technologies, Inc. | Director | Current | Current public company board |
| Air Lease Corporation | Director | Within last five years | Former directorship (past 5 years) |
| Amgen Inc. | Director | Within last five years | Former directorship (past 5 years) |
| Chevron Corporation | Director | Within last five years | Former directorship (past 5 years) |
| University of Southern California | Board of Trustees | Current | Non-profit/academic governance |
| Los Angeles Philharmonic Association | Board | Current | Non-profit governance |
| National Academy of Engineering | Member | Current | Elected for contributions to advanced space communication systems and aerospace innovation |
Board Governance
- Independence: The Board determined all directors except the CEO are independent under Nasdaq rules; all committee members meet SEC independence criteria, and Audit Committee members meet Rule 10A-3(b)(1) independence .
- Committee assignments: Chair, Audit and Finance Committee; Audit Committee held nine meetings in 2024 .
- Board attendance: Board met five times in 2024; each director attended ≥75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Leadership structure: Chair and CEO roles are separated; quarterly Board and committee meetings include executive sessions without management .
- Retirement policy exception: Despite the policy that directors generally may not stand for re-election after age 75, the Board asked Dr. Sugar to stand for re-election in 2025 due to CFO transition, recent Board refreshment, and his significant technical and leadership role as Audit Committee Chair .
- Time commitments: The Nominating Committee’s 2024 review concluded no director has time commitments preventing proper discharge of duties .
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $145,000 |
| All Other Compensation | $16,518 (equipment program value; includes $10,000 matching charitable contribution) |
| Total | $436,551 |
Notes
- Non-Employee Director program reviewed annually by the People and Compensation Committee with independent consultant Pay Governance; aggregate annual limit under Director Stock Plan is $1.5 million per director .
Performance Compensation
| Equity Award (2024) | Grant Date | Units | Grant-Date Fair Value per RSU | Total Grant-Date Fair Value | Vesting / Status |
|---|---|---|---|---|---|
| Annual Director RSU Award | Feb 28, 2024 | 1,516 RSUs | $181.42 | $275,033 | Each Non-Employee Director serving as of Sep 28, 2024 held 1,516 unvested RSUs |
Additional details
- Director equity is RSUs; no director stock options were disclosed for 2024 in the director compensation section .
- Apple’s compensation policies include clawback and recovery provisions for executive awards; these do not specify director awards beyond standard governance (director RSUs are disclosed without performance metrics) .
Other Directorships & Interlocks
| Company | Relationship to Apple | Potential Interlock/Exposure |
|---|---|---|
| Uber Technologies, Inc. (current) | External directorship | No Apple-related transactions disclosed in retrieved proxy sections; monitor for ecosystem overlaps (e.g., services/data) |
| Air Lease Corporation (past 5 years) | External directorship | No specific Apple-related exposure disclosed |
| Amgen Inc. (past 5 years) | External directorship | No specific Apple-related exposure disclosed |
| Chevron Corporation (past 5 years) | External directorship | No specific Apple-related exposure disclosed |
Related party policy
- Audit Committee reviews and must approve or ratify transactions over $120,000 with related persons; Chair (Sugar) has delegated authority to pre-approve/ratify certain transactions, with summaries provided to the Committee .
Expertise & Qualifications
- Executive leadership (former chairman & CEO) and global business/operations experience .
- Financial expertise (former CFO) and Audit Committee financial expert qualification (Board determination) .
- Advanced technology and innovation; public policy and government relations; aerospace leadership; National Academy of Engineering member .
- Privacy/security oversight through Audit Committee mandate; Board oversight of AI and privacy topics .
Equity Ownership
| Metric | Value |
|---|---|
| Shares Beneficially Owned (as of Jan 2, 2025) | 109,311 |
| % of Shares Outstanding | * (less than 1%); OS shares: 15,037,874,000 |
| Unvested RSUs (as of Sep 28, 2024) | 1,516 (each Non-Employee Director then serving) |
| Hedging/Pledging | Prohibited for directors; short sales/derivatives/hedging and pledging not allowed |
| Ownership Guidelines | Non-Employee Directors must hold ≥5x annual cash retainer within 5 years; all current NEDs except Dr. Austin meet guideline |
Governance Assessment
- Strengths: Long-tenured Audit Committee Chair with deep financial and operational expertise; Audit Committee met nine times in 2024 and oversees financial reporting, internal controls, ERM, privacy and data security; Board independence and separated Chair/CEO structure; executive sessions at all quarterly meetings; robust director ownership guidelines and prohibitions on hedging/pledging; strong attendance and engagement .
- Signals: Retirement policy exception to retain Sugar through CFO transition and recent Board refreshment indicates continuity and prioritization of audit oversight stability; Nominating Committee concluded time commitments are manageable, mitigating overboarding risk .
- Conflicts monitoring: Sugar holds/currently held multiple external directorships (Uber current; Air Lease, Amgen, Chevron within five years). The proxy outlines a stringent related-party transaction review policy with Audit Committee (and Chair delegated) pre-approval; no specific related-party transactions involving Sugar are disclosed in the sections retrieved, but Chair pre-approval authority requires heightened transparency and reporting to the full Committee .
RED FLAGS to monitor: Age-based policy exception (re-election beyond 75) requires clear succession planning for Audit Chair; multiple external board roles could pose time-commitment or interlock risks if counterparties intersect materially with Apple’s ecosystem, though Apple’s 2024 review found no issues .