Alexander Rogers
QUALCOMM INC/DEAbout Alexander Rogers
Alexander H. Rogers (age 68) is President, Qualcomm Technology Licensing (QTL) and Global Affairs, a role he has held since June 2021. He joined Qualcomm in January 2001 and previously led the litigation group; prior to Qualcomm, he was a partner at Gray, Cary, Ware & Freidenrich (now DLA Piper). He holds a B.A. and M.A. in English Literature and a J.D. from Georgetown University Law Center . Company performance in fiscal 2024 included a 61% TSR, >20% growth in diluted EPS, GAAP revenues of $39.0B (Non‑GAAP $38.9B), and record operating cash flow of $12.2B, alongside key QTL license renewals (Apple extension, renewals with Chinese OEMs, and a long‑term license with Honor) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Qualcomm | President, QTL and Global Affairs | Jun 2021–present | Oversees licensing and global affairs; during fiscal 2024, the Company extended several key license agreements including Apple’s two‑year extension and long‑term agreements with major Chinese OEMs and Honor . |
| Qualcomm | President, QTL | Oct 2016–Jun 2021 | Led QTL business line . |
| Qualcomm | SVP & President, QTL | Sep 2016–Oct 2016 | Transitional leadership of QTL . |
| Qualcomm | SVP, Deputy General Counsel & GM, QTL | Mar 2016–Sep 2016 | Legal and operating leadership within QTL . |
| Qualcomm | SVP, Deputy General Counsel | Oct 2015–Mar 2016 | Senior legal leadership . |
| Qualcomm | SVP, Legal Counsel; led litigation group | Apr 2007–Oct 2015 | Led company litigation . |
| Qualcomm | Attorney | Jan 2001–Apr 2007 | Various legal roles . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Gray, Cary, Ware & Freidenrich (now DLA Piper) | Partner (IP and commercial litigation) | Prior to 2001 | Brought deep IP litigation experience to Qualcomm . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 800,010 | 800,010 | 800,010 |
| Target Annual Bonus (% of salary) | — | — | 140% of salary |
| Actual Annual Bonus ($) | 1,333,000 (ACIP) | 224,000 (ACIP) | 1,557,000 (139% payout on 140% target) |
Perquisites and other compensation details (FY2024): $80,046 total, including $40,960 NQDC match, $6,725 401(k) match, and $32,361 life insurance premiums (no charitable match; perquisites below disclosure threshold) .
Performance Compensation
Annual Cash Incentive Plan (FY2024)
| Metric | Weight | Target | Actual | Payout factor |
|---|---|---|---|---|
| Adjusted Revenues | 40% | 100% | 105.1% | Contributes to 139% overall payout |
| Adjusted Operating Income | 60% | 100% | 109.7% | Contributes to 139% overall payout |
| Non‑financial modifier (Human capital advancements) | 0.9–1.1x | — | 1.0x | Neutral modifier |
Notes: ACIP maximum is 200% of target; 2024 weightings shifted to emphasize profitable growth (40% Revenues / 60% Op Inc) from 50%/50% in prior year .
Long‑Term Equity (FY2024 grants; granted 12/13/2023)
| Award | Grant date | Target shares | Vesting | Grant date fair value |
|---|---|---|---|---|
| RSUs | 12/13/2023 | 17,292 | 33⅓% on 12/15/2024, 12/15/2025, 12/15/2026 | $2,400,130 |
| EPS PSUs (3‑yr avg Adjusted EPS) | 12/13/2023 | 12,969 target; 25,938 max | 3‑year cliff (FY2024–FY2026) | $1,800,097 |
| RTSR PSUs (vs NASDAQ‑100) | 12/13/2023 | 9,599 target; 19,198 max | 3‑year cliff (FY2024–FY2026) | $1,800,100 |
Program design: 60% of equity value in PSUs (50% EPS, 50% RTSR) and 40% in RSUs; PSUs cap at 2x target; RTSR PSUs capped at target if absolute TSR is negative .
Historical PSU results (FY2022–FY2024 performance period): RTSR PSUs earned at 120% (62nd percentile TSR, 28% TSR); EPS PSUs earned at 78% (Adj. EPS $10.29); aggregate 98% of target .
Summary Compensation (Total and mix)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 800,010 | 800,010 | 800,010 |
| Stock Awards (grant date fair value) | — | 6,330,200 | 6,000,327 |
| Non‑Equity Incentive (ACIP) | 1,333,000 | 224,000 | 1,557,000 |
| All Other Compensation | 153,777 | 145,453 | 80,046 |
| Total | 2,286,787 | 7,499,663 | 8,437,383 |
Equity Ownership & Alignment
- Stock ownership guidelines: 2x base salary requirement for executive officers; only shares actually owned count; all NEOs were in compliance as of December 15, 2024 .
- Beneficial ownership (as of Dec 15, 2024): 39,955 shares; <1% of class .
- Outstanding awards at FY2024 year‑end (Sept 29, 2024):
- Unvested RSUs: 59,609 shares; market value $10,141,280 .
- Unearned PSUs (incomplete performance periods): 76,674 shares; market/payout value $13,044,548 (maximum share counts disclosed per footnote) .
- Hedging/pledging: Executives are prohibited from hedging, short sales, derivative transactions; Designated Insiders may not pledge or hold stock in margin accounts .
- Insider trading windows and controls apply to executive officers .
Vesting schedules (selected):
- RSUs granted 12/13/2023: vest 33⅓% on 12/15/2024, 12/15/2025, 12/15/2026 .
- RSUs granted 12/05/2022: vest 33⅓% on 12/15/2023, 12/15/2024, 12/15/2025 .
Employment Terms
- Employment status: At‑will; Qualcomm states executive officers do not have employment contracts .
- Clawback: Applies to cash and equity incentives (ACIP and PSUs); policy filed with Annual Report on Form 10‑K .
- Change‑in‑control (CIC) and severance (executive plans; double‑trigger only):
- Severance (non‑CIC): 1.5x base salary + target bonus (CEO: 2x), pro‑rata target bonus for year of termination, COBRA premium coverage for severance period; prorated RSUs and PSUs based on performance through fiscal year‑end .
- CIC severance: Same cash/COBRA framework; full vesting of PSUs upon qualifying termination (EPS treated at target; RTSR measured through the end of the fiscal year of termination); double‑trigger required; 280G “best‑net” cutback (no tax gross‑ups) .
- Potential payments (as of 9/29/2024; using closing price assumptions in proxy):
- Involuntary termination without cause/for good reason: Cash $2,880,000; COBRA $26,234; Equity $14,534,716; Total $17,440,950 .
- Qualifying termination in connection with CIC: Cash $2,880,000; COBRA $26,234; Equity $19,368,366; Total $22,274,600 .
- Death/Disability equity acceleration: $16,243,162 .
- Retirement eligibility: Rogers was retirement‑eligible as of Sept 29, 2024; upon retirement, RSUs vest on original schedule and PSUs vest and pay at period end based on performance .
Performance & Track Record
- Fiscal 2024 highlights: 61% TSR; >20% growth in diluted EPS; GAAP revenue $39.0B (Non‑GAAP $38.9B); record operating cash flow $12.2B; QTL achieved multiple key license extensions and renewals (including Apple’s 2‑year extension) .
- ACIP result for FY2024: 139% payout based on 105.1% Adjusted Revenues, 109.7% Adjusted Operating Income, and a neutral 1.0x human capital modifier .
- Pay‑for‑performance structure: Majority of equity performance‑based; balanced short/long‑term incentives; independent consultant (Pay Governance) supports design .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay: 92% approval .
- Ongoing outreach: Engagement with stockholders representing ~40% of outstanding shares during fiscal 2024 .
Compensation Peer Group (Benchmarking)
- Peer group selection emphasizes large technology/telecom/media firms; market cap and revenue bands applied; no strict percentile targeting for pay levels .
- Peer updates for fiscal 2025 determinations: IBM added; VMware and Charter removed; intended to reflect market cap and industry comparability .
Deferred Compensation & Benefits
- Defined benefit pension/SERP: Not offered to executive officers .
- Nonqualified Deferred Compensation (NQDC): FY2024 executive contribution $390,402; company match $40,960; aggregate earnings $1,761,661; year‑end balance $9,781,798 .
- Other: Executive life insurance ($750,000 coverage for non‑CEO execs) is provided; financial planning and other benefits per executive program .
Investment Implications
- Alignment: Strong alignment via 60% performance‑based equity and robust clawback/ownership policies; prohibition on hedging/pledging reduces misalignment risk .
- Retention and selling pressure: Significant unvested RSUs (59,609) and PSUs (76,674 target/maximum counts disclosed) with annual RSU vesting around mid‑December and 3‑year cliff PSU cycles may create periodic liquidity events for tax withholding but also anchor retention .
- Governance quality: Double‑trigger CIC; no single‑trigger payouts; 280G cutback (no gross‑ups); independent compensation oversight; strong say‑on‑pay support (92%) .
- Pay‑for‑performance: FY2024 ACIP payout above target (139%) was formulaic on strong revenue and operating income; 2021 PSU outcomes near target (98%), with RTSR > target and EPS below target, indicate balanced performance sensitivity .