Irene Rosenfeld
QUALCOMM INC/DEAbout Irene B. Rosenfeld
Irene B. Rosenfeld is an independent director of Qualcomm (QCOM), serving on the Board since 2018 and currently chairs the HR and Compensation Committee. She is 71 years old and holds a B.A. in Psychology, an M.S. in Business, and a Ph.D. in Marketing & Statistics from Cornell University. Her executive background includes CEO and Chair roles at Mondelēz International and Frito-Lay (PepsiCo), bringing deep global operating experience and board governance expertise to Qualcomm.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mondelēz International, Inc. | Chairman of the Board | Nov 2017 – Mar 2018 | Corporate governance leadership; board oversight |
| Mondelēz International, Inc. | Chairman & Chief Executive Officer | Mar 2007 – Nov 2017 | Led global strategy and operations |
| Mondelēz International, Inc. | Chief Executive Officer & Director | Jun 2006 – Mar 2007 | Executive leadership, board service |
| Frito-Lay (PepsiCo division) | Chairman & Chief Executive Officer | Sep 2004 – Jun 2006 | Division leadership |
| Kraft/Mondelēz (predecessors) | Various senior roles (e.g., President, Kraft Foods North America; President, Operations/Tech/IS; President, Canada/Mexico/Puerto Rico) | 1981 – 2003 | International operations, supply chain and P&L leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | Other public company boards: None | — | — |
Board Governance
- Committee assignments: Chair, HR and Compensation Committee; committee comprises independent directors under Nasdaq Rule 5605 and non-employee directors under Rule 16b-3; scope includes executive/director pay, equity plan oversight, clawbacks, ownership guidelines, DEI, human capital, and succession planning .
- Independence: The Board determined all directors except the CEO (Mr. Amon) are independent; Rosenfeld is independent .
- Board leadership: Independent Chair (Mark D. McLaughlin); Board elected not to appoint a Lead Independent Director while Chair is independent .
- Attendance: In fiscal 2024, the Board met 8 times; each director attended at least 75% of Board/committee meetings; average director attendance was 98%; all directors then in office attended the last annual meeting .
- Compensation consultant: HR & Compensation Committee engaged Pay Governance LLC as independent advisor; committee emphasizes pay-for-performance and shareholder engagement .
Fixed Compensation
| Component (FY2024) | Amount ($) | Detail/Source |
|---|---|---|
| Board member annual cash retainer | 100,000 | Standard cash retainer |
| HR & Compensation Committee Chair retainer | 40,000 | Chair fee (Audit and HR&C: $40k) |
| Committee member fees | — | Members: $15k per committee; not applicable beyond chair role for Rosenfeld in FY24 cash line breakdown |
| Meeting fees | — | No board or committee meeting fees for first 10 meetings; none reported separately |
| Total cash paid to Rosenfeld (FY2024) | 140,000 | Fees Earned or Paid in Cash |
Notes:
- Qualcomm matches director charitable contributions 100% up to $50,000 annually; Rosenfeld’s “All Other Compensation” was $50,000 in FY2024, reflecting matching gifts .
Performance Compensation
| Equity Element | FY2024 Grant Value ($) | Grant/Settlement Terms | FY2025 Program Update |
|---|---|---|---|
| Deferred Stock Units (DSUs) – Annual Award | 225,135 | DSUs granted on date of Annual Meeting; fully vested at grant; mandatory 3-year holding period; settle 3 years from grant (or upon death/disability/CoC); dividend equivalents accrue; directors may defer beyond 3 years | |
| DSUs – Standard Fixed Value | 225,000 | Program fixed value used to size awards; fair value used for accounting disclosure | |
| DSUs – FY2025 value | 275,000 | Increased for FY2025 to align with peer practices; to be granted on Annual Meeting date |
- No stock options or non-equity incentive plan compensation are provided to directors; no pension/SERP; no above-market earnings on deferred comp .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None |
| Compensation Committee interlocks | None requiring Item 404 disclosure; no cross-board executive interlocks in FY2024 |
Expertise & Qualifications
- Skills matrix indicates Rosenfeld brings: Executive Leadership; Public Company Board Experience; Accounting/Finance; Public Policy/Political Affairs; International Business .
Equity Ownership
| Ownership Item | Value | As of / Notes |
|---|---|---|
| Outstanding DSUs (#) | 7,870 | As of September 29, 2024 |
| Vested DSUs from LTIP table (#) | 3,916 | Vested as of December 15, 2024; includes accrued dividend equivalents; context from LTIP share reserve table |
| Stock ownership guideline (directors) | ≥ 5x annual cash retainer | Only shares actually owned and vested DSUs count; directors must meet within 5 years of joining Board |
| Compliance status | In compliance | As of December 15, 2024, all non-employee directors met the guideline except Ms. Myers (joined 2024; until 2029) |
| Hedging/Pledging policy | Hedging prohibited for all Covered Persons; pledging/margin prohibited for Designated Insiders | Applies to directors under Insider Trading Policy; trades by officers/directors restricted to trading windows |
Governance Assessment
Strengths
- Independent director with extensive CEO/chair experience and global operating background; chairing HR & Compensation aligns her experience with oversight of incentive design, clawbacks, and succession planning .
- Strong board process: independent Chair; regular executive sessions; robust attendance (98% average) and all directors attending annual meeting indicate engagement .
- Compensation alignment: Director pay mix leans to equity via DSUs with mandatory 3-year holding period and ownership guidelines (≥5x retainer); hedging prohibited and pledging restricted—supporting alignment and risk discipline .
- No related-party conflicts or compensation committee interlocks disclosed for FY2024; use of independent compensation consultant (Pay Governance); ongoing shareholder outreach tied to say-on-pay support .
Potential Risks/Watch Items
- Industry background primarily in consumer packaged goods; while broad leadership is valuable, the technology/semiconductor specificity relies on the broader board composition and management input (mitigated by diverse board skills matrix) .
- Individual director-level attendance percentages are not disclosed; only that minimum thresholds were met (≥75%) and average was 98%—no red flags but limited granularity .
Fixed Compensation (Director-Level Detail, FY2024)
| Name | Cash Fees ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Irene B. Rosenfeld | 140,000 | 225,135 | 50,000 | 415,135 |
Program Reference (FY2024 and FY2025)
- Cash retainers: Board member $100,000; HR & Compensation Committee Chair $40,000; committee members (excluding chair) $15,000; no meeting fees for first ten meetings .
- Equity: DSUs with fixed value $225,000 in FY2024; increased to $275,000 for FY2025; grant on Annual Meeting date; fully vested at grant with 3-year hold; dividend equivalents accrue; distribution may be deferred .
Performance Compensation
- Directors do not receive performance-based equity or cash incentives; DSUs are time-based with a mandatory holding period (no PSU/options for directors) .
Other Directorships & Interlocks (Summary Table)
| Item | Status |
|---|---|
| Other public company directorships (current) | None |
| Compensation committee interlocks (FY2024) | None disclosed under Item 404; no cross-board executive interlocks |
Expertise & Qualifications (Matrix Highlights)
| Competency | Present for Rosenfeld |
|---|---|
| Executive Leadership | Yes |
| Public Company Board Experience | Yes |
| Accounting/Finance | Yes |
| Public Policy/Political Affairs | Yes |
| International Business | Yes |
Equity Ownership (Detail Table)
| Metric | Amount | Date/Terms |
|---|---|---|
| Outstanding DSUs | 7,870 | As of September 29, 2024 |
| Vested DSUs in LTIP share reserve context | 3,916 | As of December 15, 2024; includes dividend equivalents |
| Ownership guideline | ≥ 5x annual cash retainer | Applies to non-employee directors; vested DSUs count |
| Compliance | In compliance | All non-employee directors compliant except Ms. Myers (new director) |
| Hedging/Pledging | Hedging prohibited; pledging/margin prohibited for Designated Insiders | Applies per Insider Trading Policy; trading windows for officers/directors |
Governance Assessment (Bottom Line)
- No red flags identified in independence, attendance, related-party exposure, or hedging/pledging practices. Director pay structure, DSU holding requirements, and ownership guidelines indicate strong alignment with shareholder interests. As HR & Compensation Committee Chair, Rosenfeld’s oversight—supported by an independent consultant and regular investor outreach—signals a disciplined approach to compensation governance and human capital oversight at Qualcomm .