Ann Livermore

About Ann M. Livermore

Ann M. Livermore, age 66, has served as an independent director of QUALCOMM since 2016 and is Chair of the Governance Committee. She holds a B.A. in Economics from the University of North Carolina, Chapel Hill and an M.B.A. from Stanford University, with extensive executive leadership experience at Hewlett‑Packard, including EVP roles leading HP’s Enterprise Business and HP Services .

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Governance Committee; members include Sylvia Acevedo and Jean‑Pascal Tricoire .
• Independence: The Board determined all members except the CEO are independent; Livermore is independent .
• Attendance: In fiscal 2024, each director attended at least 75% of Board/committee meetings; average director attendance was 98%. Regular executive sessions of independent directors are led by the independent Chair .
• Lead Independent Director: Not currently filled because the Chair is independent; the Chair assumes such responsibilities .
• Director service limits: Generally no more than four public boards (including Qualcomm) for any director; process requires Governance Committee review before accepting new board seats .
• Stock ownership guidelines for non‑employee directors: Required to hold shares equal to at least 5x annual Board retainer within five years; as of Dec 15, 2024, all non‑employee directors met the guideline except Ms. Myers (who has until 2029) .
• Hedging/pledging: Covered Persons (including directors) are prohibited from hedging, short sales, and derivative transactions; Designated Insiders (including directors) may not pledge Qualcomm securities or hold them in margin accounts .

Fixed Compensation

Performance Compensation

• Directors do not receive performance‑based pay. Annual director equity awards are fixed‑value Deferred Stock Units (DSUs) (fully vested at grant, three‑year mandatory holding, settle three years from grant or upon death, disability or change in control); directors may elect additional deferral; DSUs include dividend equivalents that vest and settle with the underlying DSUs .
• FY2025 change: Annual DSU grant value increased from $225,000 to $275,000 to align with peer practices; grants are made on the annual meeting date (March 18, 2025) .

Other Directorships & Interlocks

Expertise & Qualifications

• Executive leadership, public company board service, technology industry, and international business are listed as Livermore’s core skills in the Board’s qualifications matrix .
• Biography emphasizes operational experience across technology, marketing, sales, R&D, and business management at global scale .

Equity Ownership

Governance Assessment

• Committee leadership: As Governance Committee Chair, Livermore oversees director nominations, ESG policies and programs, political expenditures policy oversight, corporate citizenship, operational resilience, insider trading policy changes, and compliance with stock ownership guidelines—central to board effectiveness and governance quality .
• Independence and attendance: Independent status with strong board process discipline; fiscal 2024 average attendance at 98% and all directors above 75% supports engagement and effectiveness .
• Compensation alignment: Director pay mix balances fixed cash with equity; DSUs impose a three‑year holding period and include dividend equivalents, aligning directors with long‑term stockholder value; FY2025 DSU increase to $275,000 reflects peer benchmarking by independent consultant Pay Governance .
• Ownership alignment: Compliance with stringent 5x retainer ownership guideline and prohibition on hedging/pledging are positive alignment signals; Livermore’s beneficial holdings and DSUs support long‑term orientation .
• Shareholder support: 2025 election received 753,372,900 “For” vs 11,866,771 “Withhold” votes; say‑on‑pay and LTIP expansion also approved—reflecting broad investor confidence in governance and compensation oversight .

2025 Proxy Vote Results (Selected)

Director Compensation Program Overview (Reference)

RED FLAGS: None disclosed specific to Livermore (no Item 404 related‑person transactions; hedging/pledging prohibited; robust ownership guidelines; strong attendance). The FY2025 increase in DSU value is peer‑driven and consistent with best practices, not a structural risk .