Ann Chaplin
QUALCOMM INC/DEAbout Ann Chaplin
Ann Chaplin is Qualcomm’s General Counsel and Corporate Secretary since November 2021; age 51 as of November 1, 2024. She holds a J.D. from Harvard Law School and a B.A. from the University of Minnesota . During her tenure, Qualcomm delivered FY2024 GAAP revenue of $39.0B, GAAP EPS of $8.97, Non-GAAP revenue of $38.9B, Non-GAAP EPS of $10.22 (up 40% and 21% YoY, respectively), and record operating cash flow of $12.2B . Executive incentives use rigorous pay-for-performance: annual cash bonus tied to Adjusted Revenues and Adjusted Operating Income; PSUs tied 50% to three‑year relative TSR vs NASDAQ‑100 and 50% to three‑year average Adjusted EPS; RSUs vest annually over three years .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| General Motors Company | Corporate Secretary & Deputy General Counsel; multiple Deputy GC roles across Compliance, Litigation, Regulation, Commercial; U.S. Transformation Initiatives | 2015–2021 | Led legal, compliance, and transformation programs across GM segments, supporting corporate governance and regulatory execution |
| Fish & Richardson P.C. | Litigation Practice Group Leader / Litigation Equity Principal; Attorney | 2001–2015 | Directed complex IP litigation practice; leadership in litigation strategy and management |
| Robins, Kaplan, Miller & Ciresi LLP | IP litigation attorney | Early career | Foundation in intellectual property litigation |
External Roles
| Organization | Role | Years |
|---|---|---|
| Not disclosed | — | — |
Fixed Compensation
Multi-year compensation for Ann Chaplin (USD):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 619,231 | 700,000 | 700,000 |
| Bonus ($) | 1,250,000 (sign-on paid Nov 2021) | — | — |
| Stock Awards ($) | 5,500,250 | 4,480,192 | 5,250,210 |
| Non-Equity Incentive Plan ($) | 833,000 | 140,000 | 973,000 |
| All Other Compensation ($) | 157,255 | 207,970 | 42,750 |
| Total ($) | 8,359,736 | 5,528,162 | 6,965,960 |
Notes:
- No stock options were granted in these periods .
- Relocation benefits with associated tax gross-up were provided per company policy at director-and-above level at hire .
Performance Compensation
Annual Cash Incentive Plan (ACIP) – Structure and Outcome (FY2024)
- Metrics: Adjusted Revenues (40%) and Adjusted Operating Income (60%), plus a human capital advancements modifier (0.9–1.1); cap 200% .
- FY2024 achievement: Adjusted Revenues 105.1% of target, Adjusted Operating Income 109.7% of target; modifier 1.0 → award funding 139% .
| Item | FY 2024 Value |
|---|---|
| Base Salary ($) | 700,000 |
| ACIP Target as % of Salary | 100% |
| ACIP Target ($) | 700,000 |
| Payout % (Plan Formula) | 139% |
| Payout % (Approved) | 139% |
| Earned ($) | 973,000 |
Equity Awards – FY2024 Grant (Dec 13, 2023)
- PSU design: 50% RTSR vs NASDAQ‑100, 50% average Adjusted EPS; three-year performance period; three-year cliff vest .
- RSU vesting: equal annual installments over three years; service-based .
| Award Type | Grant Date | Threshold (#) | Target (#) | Maximum (#) | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| RTSR PSUs | 12/13/2023 | 2,100 | 8,399 | 16,798 | 1,575,064 |
| EPS PSUs | 12/13/2023 | 3,745 | 11,348 | 22,696 | 1,575,102 |
| RSUs | 12/13/2023 | — | 15,130 | — | 2,100,044 |
Vesting schedules:
- PSUs: cliff vest after three-year performance period, payouts 0–200% of target; RTSR payout capped at target if absolute TSR is negative .
- RSUs: vest in three equal annual tranches on or around each grant anniversary .
Equity Ownership & Alignment
- Beneficial ownership: 22,326 shares of QCOM common stock as of December 15, 2024; <1% of class .
- Stock ownership guidelines: CEO 10x salary; other executive officers 2x salary; only shares actually owned count (unvested RSUs/PSUs excluded); five-year compliance window .
- Compliance: As of December 15, 2024, all named executive officers met ownership guidelines . Previously, Ms. Chaplin had until November 2026 to meet the guideline (met by 2024) .
- Hedging/pledging: Prohibited for officers/directors; no short sales, derivatives; Designated Insiders may not pledge or hold in margin accounts .
Employment Terms
- Status: At-will; no employment contracts .
- Clawback policy: Applies to cash and equity incentives; publicly filed with Annual Report on Form 10‑K .
- Severance Plan (non‑CIC): If terminated without Cause or resigns for Good Reason (as defined), severance equals 1.5x (CEO: 2x) base salary + target bonus; pro rata target bonus; continued COBRA premiums for the severance period; equity: additional vesting for RSUs on a pro rata basis and PSUs pro rata based on actual performance through fiscal year end .
- Change-in-Control Severance Plan (CIC): Double trigger; upon qualifying termination post-CIC, PSUs vest in full with EPS deemed at target and RTSR measured based on actual performance; Section 280G cutback applies if beneficial .
- Example potential payouts (as of FY2022): Involuntary Termination — Cash $2,100,000; COBRA $36,259; equity $2,579,610; CIC — Cash $2,100,000; COBRA $36,259; equity $4,991,065; Death/Disability — equity $2,386,918 .
Investment Implications
- Pay-for-performance alignment: ACIP and PSU designs add leverage to company results; FY2024 ACIP paid 139% on strong financial performance, evidencing formulaic rigor and oversight (no discretionary adjustments) .
- Retention and selling pressure: RSUs from the Dec 2023 grant will vest annually (three tranches), which may create periodic liquidity events; however, ownership guidelines (2x salary) and prohibitions on hedging/pledging mitigate misalignment and excessive disposals .
- Change-of-control protections: Double-trigger equity acceleration and clear severance economics reduce uncertainty for management during strategic transactions while limiting single-trigger windfalls; EPS at target and RTSR actual on CIC termination provide balanced treatment .
- Governance and risk: At-will employment, robust clawback policy, and strict insider trading rules lower governance risk; relocation gross-up at hire consistent with broad policy, not executive-specific tax gross-ups .
Overall, Chaplin’s mix of cash and equity, compliance with stock ownership guidelines, and performance-tied incentives support alignment with shareholders, with manageable retention risk and disciplined CIC provisions .