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Cristiano Amon

Cristiano Amon

Chief Executive Officer at QUALCOMM INC/DEQUALCOMM INC/DE
CEO
Executive
Board

About Cristiano Amon

Cristiano R. Amon is President and Chief Executive Officer of Qualcomm and has served as a director since June 2021; he is 54 and holds a B.S. in Electrical Engineering and an honorary doctorate from UNICAMP (Brazil) . Under his tenure, executive incentives emphasize profitable growth: the 2024 ACIP paid at 139% of target on 105.1% Adjusted Revenue and 109.7% Adjusted Operating Income achievement, with a human capital modifier of 1.0x . Long-term PSUs vest on three-year performance; the fiscal 2021 PSU cycle paid 98% of target, driven by 62nd percentile RTSR (120% payout) and $10.29 Adjusted EPS (78% payout) . 2024 strategic milestones included renewing key licensing agreements (e.g., Apple extension), advancing Snapdragon X Copilot+ PCs, and growing the auto design-win pipeline to ~$45B as of Nov 19, 2024 .

Past Roles

OrganizationRoleYearsStrategic Impact
QualcommPresident & CEO2021–presentEnterprise leadership, diversification into PCs/Auto, on-device AI focus
Qualcomm Technologies, Inc. (QTI) / QCTPresident (QCT) / EVP QTI2015–2018Led chipset roadmap incl. Snapdragon, scaled mobile leadership
QualcommEVP QTI & Co-President QCT2012–2015Drove product/business leadership across QCT
QualcommSVP & Co-President QCT2012Transitional co-leadership of QCT
QualcommSVP, QCT Product Management2007–2012Responsible for product roadmap incl. Snapdragon platforms
QualcommVarious engineering/leadership roles1995–2007Technology and product leadership foundation

External Roles

OrganizationRoleYearsStrategic Relevance
Adobe Inc.DirectorSince Oct 2023Cross-industry perspective (software/content), board governance experience

Fixed Compensation

MetricFY2022FY2023FY2024
Base Salary ($)1,150,000 1,350,000 1,350,000
Target Bonus (% of Salary)200% 200% 200%
Actual Bonus Payout (% of Target)—20% 139%
Actual Bonus Paid ($)—540,000 3,753,000

Notes: FY2023 ACIP payout reflected cyclical headwinds; FY2024 payout reflected outperformance vs budget and handset/auto strength .

Performance Compensation

Annual Cash Incentive Plan (ACIP) – FY2024 Design and Outcome

MetricWeightTargetActualPayout Calculation
Adjusted Revenues40%Board-approved budget105.1% of targetContributed to 107.9% financial factor
Adjusted Operating Income60%Board-approved budget109.7% of targetContributed to 107.9% financial factor
Human Capital Advancements (modifier)0.9–1.1xQualitative framework1.0xApplied to financial factor
Final ACIP Payout—0–200% cap—139% of target

Long-Term Equity – Structure and Results

ComponentWeightPerformance/VestingFY2024 Grants (Grant Date Fair Value)Key Terms
PSUs – RTSR vs NASDAQ-10050% of PSUs3-yr performance; 55th pctile = 100%, 90th pctile = 200%; cap at 100% if absolute TSR negative$6,000,022 3-year cliff vest
PSUs – Adjusted EPS (3-yr avg)50% of PSUs3-yr performance on Adjusted EPS$6,000,046 3-year cliff vest
RSUs40% of total LTITime-based$8,000,016 Vests annually over 3 years
Total FY2024 Equity——$20,000,084 —

Historical PSU Outcome Example (FY2021–FY2024 cycle):

  • RTSR PSUs earned at 120% (62nd percentile TSR); EPS PSUs at 78% ($10.29 Adjusted EPS); combined ~98% of target .

Equity Ownership & Alignment

Date (Record)Shares Beneficially Owned% of OutstandingNotes
Dec 6, 2022212,531 *Includes executive/officer reporting per proxy
Dec 15, 2023273,067 *—
Dec 15, 2024299,116 *—
Policy & Compliance——CEO must hold 10x base salary; all NEOs met guidelines as of Dec 15, 2024
  • Pledging/Hedging: Prohibited for officers/directors; designates “Designated Insiders” may not pledge or hold in margin accounts .
  • Vested vs unvested/options: Company-wide equity mix is PSUs/RSUs; options are de minimis at firm level; award schedules as above .

Insider Transactions and Potential Selling Pressure

  • Rule 10b5-1 plan adopted June 9, 2025, authorizing sales up to 150,000 shares through Aug 31, 2026 (disclosed in 10-Q) .
  • Sales on Oct 1, 2025 under that plan: 82,429; 57,684; 9,887 shares at weighted price ranges ~$164.50–$166.68; shares held via family trust; post-transaction indirect trust holdings disclosed .
  • RSU conversions and tax withholdings on Oct 15, 2025, with scheduled issuance installments in 2025/2026/2027 and related tax-share withholdings .
  • Additional smaller programmatic sales in 2024 reported (e.g., several 8,100-share sales) .

Interpretation: Activity appears governed by pre-set 10b5-1 plan and RSU tax events; hedging/pledging prohibitions and ownership guidelines mitigate misalignment risks .

Employment Terms

  • Employment status: At-will; no individual employment contracts .
  • Severance (non-CIC): If terminated without cause/for good reason, CEO receives 2x (others 1.5x) base salary + target bonus; pro-rata target bonus for year; COBRA premium continuation for the severance period; additional time-based RSU vesting and pro-rata PSU vesting based on actual performance .
  • Change-in-Control: Double-trigger only; upon qualifying termination after a CIC, same severance as above, with PSU acceleration at target for EPS (or ROIC historically) and RTSR measured on actual performance; no excise tax gross-ups (best-net cutback applies) .
  • Clawback: Applies to cash and equity; publicly filed with 10-K .
  • Non-compete/Non-solicit: Not specifically disclosed in proxies (no referenced term/geo scope).

Board Governance (including dual-role considerations)

  • Role: Director since 2021; not independent; no board committees; also serves as CEO .
  • Board leadership: Independent Chair (Mark D. McLaughlin); no Lead Independent Director currently because Chair is independent .
  • Board functioning: All directors attended ≥75% of meetings; average attendance 98% in FY2024 .
  • Independence safeguards: Majority independent board; committee-only independent membership (Audit; HR & Compensation; Governance) .
  • Dual-role implications: Separation of Chair/CEO since 2014 provides counterbalance to CEO-director role .

Director Compensation (as director)

  • As an employee director (CEO), Amon does not receive non-employee director retainer/equity; director pay/limits apply to non-employee directors (e.g., $800,000 cap) .

Compensation Structure Analysis

  • Mix and risk: 61% of CEO target TDC is performance-based (FY2024), emphasizing measurable profit growth and TSR/EPS over multi-year horizons .
  • Tight calibration: ACIP capped at 200%; PSU payouts capped at 200%, with RTSR payout capped at target if absolute TSR is negative .
  • Policy hygiene: No single-trigger CIC; no excise tax gross-ups; robust clawback and ownership guidelines; hedging/pledging prohibited .
  • Peer benchmarking approach: Market-referenced without fixed percentile targets; governance via independent consultant (Pay Governance) .

Say-on-Pay & Shareholder Feedback

  • 2024 Say-on-Pay approval: 92% support, reflecting strong investor alignment with program design and outcomes; ongoing outreach covers ~40% of outstanding shares .

Performance & Track Record Highlights

  • FY2024 achievements: Apple license extension; Samsung multiyear Snapdragon agreement; Copilot+ PC launches powered by Snapdragon X; Qualcomm AI Hub launch; automotive design-win pipeline ~$45B; 5G RedCap (Snapdragon X35) .
  • Multi-year PSU performance: FY2021 PSU payout at 98% (62nd percentile RTSR; $10.29 Adjusted EPS) ties realized compensation to long-term value creation .

Multi‑Year Compensation Detail (Selected)

ComponentFY2023FY2024
Equity Grant – RTSR PSUs ($)6,333,106 6,000,022
Equity Grant – EPS PSUs ($)6,333,058 6,000,046
Equity Grant – RSUs ($)8,444,077 8,000,016
Total Equity ($)21,110,241 20,000,084
ACIP Paid ($)540,000 3,753,000

Board Service Summary (for dual-role context)

  • Committees (2024–2025): Audit, HR & Compensation, Governance committees consist solely of independent directors; chairs: Henderson (Audit), Rosenfeld (HR & Comp), Livermore (Governance) .
  • Independence determination: All directors independent except Amon (CEO) .

Risk Indicators & Red Flags

  • Hedging/pledging: Prohibited (mitigates misalignment) .
  • Option repricing: Prohibited without shareholder approval .
  • Single-trigger CIC/gross-ups: None .
  • Insider sales: Programmatic under 10b5‑1 plan (June 9, 2025); large October 1, 2025 sale of 150,000 shares; RSU tax withholdings disclosed; monitor cadence vs vesting calendar .

Compensation Committee & Advisors

  • HR & Compensation Committee (independent members): Irene B. Rosenfeld (Chair), Gregory N. Johnson, Kornelis (Neil) Smit .
  • Independent consultant: Pay Governance advises on compensation philosophy, metrics, and governance .

Investment Implications

  • Alignment: Strong pay-for-performance architecture ties annual cash to profitable growth (AOI-weighted ACIP) and equity to multi-year TSR/EPS; robust guardrails (no single-trigger, clawback, ownership rules, no pledging) support alignment with shareholders .
  • Retention risk: CEO is “at will” with defined severance/CIC protection (2x base+target; double-trigger with calibrated PSU vesting), reducing disruption risk during strategic events .
  • Trading signals: 2025 sales were under a pre-established 10b5‑1 plan; RSU-driven tax withholdings in Oct 2025; while sizable, activity appears programmatic and policy-compliant; continue monitoring cadence vs vesting schedule and Form 4 disclosures .
  • Execution: 2024 operating beat (ACIP 139%) and multi-year PSU outcomes (98% for FY2021 grant) show balanced performance across absolute and relative metrics; 2024 milestones in PCs/Auto/licensing underpin the strategic mix beyond smartphones .

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Form 4/10‑Q URLs: