Heather Ace
QUALCOMM INC/DEAbout Heather Ace
Heather Ace, age 55, is Qualcomm’s Chief Human Resources Officer (CHRO) and has served in this role since March 2020; she holds a B.A. in Law & Society from UC Santa Barbara and a J.D. from Santa Clara School of Law . Qualcomm’s FY2024 performance included GAAP revenue of $39.0B, Non-GAAP revenue of $38.9B, GAAP EPS of $8.97 and Non-GAAP EPS of $10.22, with diluted EPS up 40% and strong TSR of 61%; automotive QCT revenue grew 55% YoY, underscoring firm-wide execution during her tenure . On September 11, 2025, Ace (as trustee for her family trust) adopted a Rule 10b5-1 plan to sell up to 12,800 shares of QCOM through November 18, 2026, indicating structured trading activity under insider policy controls .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DexCom, Inc. | SVP, Human Resources | Jul 2016 – Mar 2020 | Led HR at a high-growth medtech; supported scaling of talent systems |
| Orexigen Therapeutics, Inc. | EVP, Human Resources | Jan 2016 – Jul 2016 | Senior HR leadership in biotech amid transition |
| Royal Philips (Philips Healthcare) | Integration Leader (Volcano acquisition) | Jan 2015 – Jan 2016 | Led cross-functional post-merger integration for acquired device business |
| Volcano Corporation | EVP, Human Resources | May 2012 – Jan 2015 | Built HR platform; supported growth and subsequent acquisition integration |
| Life Technologies Corporation | Senior roles in HR, M&A integration, employment law | Pre–May 2012 | HR, post-merger integration and employment law leadership at global life sciences firm |
| Gray, Cary, Ware & Freidenrich (now DLA Piper) | Employment attorney (litigation/transactions) | Early career | Specialized in M&A-related employment law; foundations in legal risk management |
External Roles
- No public company board directorships disclosed in Qualcomm filings for Ace .
Company Performance Snapshot (context for pay-for-performance design)
| Metric | FY 2024 |
|---|---|
| GAAP Revenue ($B) | 39.0 |
| Non-GAAP Revenue ($B) | 38.9 |
| GAAP Diluted EPS ($) | 8.97 |
| Non-GAAP Diluted EPS ($) | 10.22 |
| Diluted EPS YoY Growth (%) | 40% |
| Total Stockholder Return (TSR) (%) | 61% |
| QCT Automotive Revenue YoY Growth (%) | 55% |
Fixed Compensation
- Employment status: Executive officers (including CHRO) are at-will; no individual employment contracts and no single-trigger CIC benefits or excise tax gross-ups .
- Stock ownership guidelines: CEO 10× base salary; other executive officers (including CHRO) 2× base salary; five years to achieve; only shares actually owned count; if below guideline, required to retain net shares from vesting/option exercise until met .
- Benefits: Executive-level programs include Nonqualified Deferred Compensation Plan matching, financial planning reimbursement, additional life insurance; relocation benefits may be tax grossed-up per policy for Director and above .
Performance Compensation
- Annual Cash Incentive Plan (ACIP): Measures Adjusted Revenues (40%) and Adjusted Operating Income (60%), modified by human capital advancements (0.9–1.1x); FY2024 achievement: Adjusted Revenues 105.1% of target, Adjusted Operating Income 109.7%, modifier 1.0; award funding 139% per plan .
- Long-term equity:
- PSUs: 50% RTSR vs NASDAQ-100 (target at 55th percentile = 1×; cap at target if absolute TSR negative), 50% Adjusted EPS (threshold 0.33×, max 2×); three-year cliff vest .
- RSUs: Time-based, annual vest over three years .
Detailed metrics and outcomes:
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted Revenues (ACIP) | 40% | 100% | 105.1% | Contributes to 139% funding | Annual cash FY2024 |
| Adjusted Operating Income (ACIP) | 60% | 100% | 109.7% | Contributes to 139% funding | Annual cash FY2024 |
| Human Capital Modifier (ACIP) | n/a | 1.0 baseline | 1.0 | Multiplies financial result | Annual cash FY2024 |
| RTSR PSU (FY2021–FY2024) | 50% of PSUs | 55th percentile | 62nd percentile | 120% of target | 3-year cliff |
| EPS PSU (FY2021–FY2024) | 50% of PSUs | $11.00 | $10.29 | 78% of target | 3-year cliff |
Equity Ownership & Alignment
- Insider trading plan: On Sep 11, 2025, Ace (as trustee for her family trust) adopted a Rule 10b5-1 plan to sell up to 12,800 shares; plan terminates Nov 18, 2026 .
- Section 16 compliance note: Two late reports for single transactions transferring shares to her family trust; reported on a single Form 4 in Dec 2024 .
- Hedging/pledging: Insider Trading Policy prohibits hedging, pledging, short sales and derivative transactions; Designated Insiders may transact only during trading windows; applies to officers and directors .
- Clawback: Incentive Compensation Repayment Policy (effective Oct 2, 2023) complies with SEC Rule 10D‑1/Nasdaq Rule 5608; cash and equity incentives subject to recovery if erroneously awarded .
Insider plan details:
| Item | Detail |
|---|---|
| Plan Type | Rule 10b5-1 trading arrangement |
| Adoption Date | Sep 11, 2025 |
| Max Shares to Sell | Up to 12,800 |
| Plan End Date | Nov 18, 2026 |
| Capacity/Role | Acting as trustee for family trust |
Employment Terms
- Executive Officer Severance Plan (non-CIC): If terminated without Cause or resign for Good Reason, severance equals 1.5× base salary + target bonus (2× for CEO), pro‑rata target bonus, and COBRA premium payments for the severance period; RSUs prorated by service and PSUs prorated with performance measured through fiscal year of termination .
- CIC Severance Plan (double-trigger): Upon a qualifying termination within 24 months post-CIC, severance as above plus full acceleration of unvested PSUs (EPS deemed at target; RTSR measured to end of year of termination); no single-trigger payments; potential Section 280G mitigation to optimize after-tax outcome .
- Equity treatment in other cases (death/disability/retirement): RSUs fully vest on death/disability; PSUs fully vest with proration per award; retirement provision allows continued scheduled issuance/measurement per plan .
Investment Implications
- Pay-for-performance alignment is robust: ACIP and PSUs use revenue, operating income, adjusted EPS and relative TSR with strict caps and three-year cliffs, which supports long-term value creation and mitigates risk of overpaying for underperformance .
- Retention risk controlled via double-trigger CIC and prorated vesting on non-CIC separations; absence of employment contracts and lack of excise tax gross-ups reduce golden parachute optics while maintaining competitive severance protections for key talent .
- Insider selling pressure looks limited and pre-planned: Ace’s 10b5-1 plan authorizes up to 12,800 shares over ~14 months, indicating orderly diversification rather than discretionary selling; hedging/pledging bans and ownership guidelines further reinforce alignment .
- Governance signals: A compliant clawback policy under Rule 10D‑1 and strict insider trading controls are positives; two late Section 16 filings appear minor but warrant monitoring for process rigor .