Philip Brace
About Philip Brace
Philip Brace, 54, is an independent director of BlackBerry (BB) since February 2024 and currently serves as Chair of the Nomination and Governance Committee (since April 2025), after chairing the Compensation, Nomination and Governance (CNG) Committee beginning November 2024. He is CEO of Skyworks Solutions Inc., and formerly President & CEO of Sierra Wireless Inc. until its acquisition by Semtech in 2023. He holds a B.A.Sc. in Computer Engineering (University of Waterloo) and an M.S. in Electrical Engineering (California State University, Sacramento), and completed the Stanford Directors’ Consortium .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sierra Wireless Inc. | President & CEO | Until acquisition in 2023 | Led company to acquisition; telecom/IoT expertise |
| Veritas Technologies | Executive Vice President | Not disclosed | Enterprise software leadership |
| Seagate Technology | President, Cloud Systems & Electronic Solutions | Not disclosed | Storage/cloud systems leadership |
| LSI Corporation | Executive Vice President | Not disclosed | Semiconductor/networking leadership |
| Intel Corporation | General Manager | Not disclosed | Technology operations leadership |
External Roles
| Company | Role | Tenure | Interlocks |
|---|---|---|---|
| Skyworks Solutions Inc. | Chief Executive Officer; current public board leadership | Current | None |
| Inseego Corp. | Executive Chairman; public company director (past 5 years) | 2023–2025 | None |
| Lantronix Inc. | Director (past 5 years) | 2023–2025 | None |
| Sierra Wireless Inc. | President & CEO; Director (past 5 years) | 2021–2023 | None |
Board Governance
- Status: Independent director; Board service since Feb 2024 .
- Committee assignments: Chair, Nomination & Governance Committee (since Apr 2025); prior Chair of CNG Committee (from Nov 2024) .
- Attendance: Board 10/10; CNG Committee 4/4; overall 14/14 (100%) in Fiscal 2025 .
- Shareholder vote: Elected with 85.2% “For” votes at 2024 Annual Meeting (226,606,506 for; 39,264,057 withheld) .
- Compensation governance leadership: As CNG Chair, engaged Mercer in Dec 2024 to advise on CEO compensation and LTIP design; led shareholder outreach to top six active managers (~22.3% float), incorporating feedback to increase weight on QNX growth and operating metrics; implemented TSR “wrapper” with rigorous design in new LTIP .
- Say-on-Pay context: 2024 Say-on-Pay approval was 52.1%; Board responded with program redesign and enhanced disclosure in 2025 proxy .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Initial Board retainer (CDN) | $150,000 | Paid 100% in DSUs; retained until leaving Board |
| Annual Board retainer (CDN) | $270,000 | Paid 100% in DSUs; quarterly credits |
| Committee Chair retainer (CDN) – Nomination & Governance | $15,000 | Paid 100% in DSUs |
| Fiscal 2025 total fees earned (USD) | $199,183 | Includes $4,167 for CNG Chair after Nov 17, 2024; all in DSUs; CAD→USD at 1.3845 |
- Director fees are paid solely in DSUs; no meeting fees; reimbursement of out-of-pocket expenses permitted .
Performance Compensation
- Not applicable. BlackBerry pays directors entirely in DSUs (no performance-based director equity or cash incentives; no options for directors) .
Other Directorships & Interlocks
| Company | Current/Past | Years | Interlocks with BB directors |
|---|---|---|---|
| Skyworks Solutions Inc. | Current | Current | None |
| Inseego Corp. | Past 5 years | 2023–2025 | None |
| Lantronix Inc. | Past 5 years | 2023–2025 | None |
| Sierra Wireless Inc. | Past 5 years | 2021–2023 | None |
Expertise & Qualifications
- Executive leadership; public company governance; risk management; technology & innovation; international business (skills matrix) .
- Technical degrees (Computer Engineering B.A.Sc.; Electrical Engineering M.S.); Stanford Directors’ Consortium .
Equity Ownership
| Holding | Quantity | Valuation Reference | Notes |
|---|---|---|---|
| Common Shares | 35,000 | Record Date price context provided in director bio; total value combined shown below | |
| DSUs credited | 112,006 | Outstanding DSU market value $527,548 at $4.71 (Feb 28, 2025) | |
| Total Common Shares + DSUs | 147,006 | Total value $513,051 using NYSE $3.49 at Record Date for combined table | |
| Ownership % of outstanding (Common Shares only) | ~0.0059% | 35,000 / 597,088,273 Common Shares outstanding on Record Date | |
| DSU vesting | Fully vested when granted; redeemable after Board service ends | ||
| Ownership guidelines | Must hold ≥4x annual retainer; expected within 5 years; not yet required due to <2 years tenure (Bahash, Brace, O’Neill) | ||
| Hedging/pledging | Prohibited; company not aware of any director hedging or pledging |
Governance Assessment
- Strengths:
- Independent status; Chair of Nomination & Governance; 100% attendance across Board and committee meetings in Fiscal 2025 .
- Director pay in DSUs only, with mandatory retention until departure; strong alignment; share ownership guidelines (≥4x retainer) in place .
- No related-party transactions in Fiscal 2025; no indebtedness; anti-hedging/pledging policy; D&O insurance ($100M) and indemnification framework in place .
- Led compensation reforms and investor engagement following low 2024 Say-on-Pay vote (52.1%), adding rigorous operating metrics and TSR wrapper, and enhancing disclosure—positive signal for board responsiveness .
- Potential risks / red flags:
- External CEO role (Skyworks) could pose time/attention constraints; however, Fiscal 2025 attendance was 100%, mitigating near-term oversight risk .
- 2024 Say-on-Pay below norms (52.1%) signaled prior shareholder dissatisfaction; continued monitoring warranted to confirm improved support in 2025+ .
Board Governance Details (Attendance and Roles)
| Body | Role | Meetings Attended | Attendance Rate |
|---|---|---|---|
| Board of Directors | Independent Director | 10/10 | 100% |
| CNG Committee (pre-split) | Chair (Nov 2024–Apr 2025) | 4/4 | 100% |
| Nomination & Governance Committee (post-split) | Chair (since Apr 2025) | Not separately itemized in attendance table for Fiscal 2025 | Role change disclosed |
Director Compensation Mix (Fiscal 2025)
| Component | Form | Mix | Notes |
|---|---|---|---|
| Board and Chair retainers | DSUs | 100% equity (deferred) | Initial and annual retainers; quarterly credits; DSUs fully vested; redemption only post-service |
| Meeting fees | N/A | 0% | Not disclosed; compensation schedule lists retainers only |
| Options/PSUs for directors | None | 0% | No options outstanding; DSUs only for directors |
Related-Party Exposure and Conflicts
- Related-party transactions: None in Fiscal 2025 (Item 404 Reg S-K) .
- Indebtedness: None for directors/officers at Record Date .
- Interlocks: No public company board interlocks identified for Brace .
- Code of conduct and approvals: Related-party transactions require disclosure and Audit Committee review; robust ethics and whistleblower framework .
Shareholder Signals
- 2024 director election support for Brace: 85.2% “For” .
- 2024 Say-on-Pay approval: 52.1%; Board responded with program changes and outreach under Brace’s committee leadership .
Overall, Brace demonstrates strong governance engagement and alignment through DSU-only compensation, leadership in committee reform and compensation redesign, and perfect attendance, with limited conflict risks disclosed. Continued monitoring of Say-on-Pay trends will validate whether 2025 program changes improve investor support .