Jeffrey Henderson
QUALCOMM INC/DEAbout Jeffrey W. Henderson
Independent director at Qualcomm since 2016; age 60. Audit Committee Chair with deep finance, international operations, and cybersecurity oversight credentials (CERT Certificate in Cybersecurity Oversight). Education: B.S. Electrical Engineering (Kettering University), M.B.A. (Harvard Business School). Current external public boards: Becton, Dickinson and Company (since Aug 2018) and Halozyme Therapeutics, Inc. (since Aug 2015) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JWH Consulting LLC | President | Jan 2018–present | Advisory work across business and investment |
| Berkshire Partners LLC | Advisory Director | Sep 2015–Dec 2019 | Private equity advisory |
| Cardinal Health Inc. | Chief Financial Officer | May 2005–Nov 2014 | Led finance during growth and transformation |
| Eli Lilly | President & GM, Eli Lilly Canada; Controller & Treasurer, Eli Lilly Inc. | Prior to 2005 | Senior operational and finance roles |
| General Motors | Various management roles (UK, Singapore, Canada, US) | Prior to Eli Lilly | International operations experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Becton, Dickinson and Company | Director | Since Aug 2018 | Medical devices |
| Halozyme Therapeutics, Inc. | Director | Since Aug 2015 | Biotechnology |
| FibroGen, Inc. | Director | Aug 2015–Jun 2024 | Former directorship |
Board Governance
- Committee assignments: Audit Committee Chair; Audit Committee members are independent and all designated “audit committee financial experts” .
- Audit Committee responsibilities include oversight of financial reporting, internal controls, ESG disclosures controls, risk/compliance, and cybersecurity programs; meets at least quarterly (8 meetings in fiscal 2024) .
- Board meetings: 8 in fiscal 2024; independent director executive sessions led by the Chair .
- Attendance: Each director attended at least 75% of Board and committee meetings; average director attendance was 98% in fiscal 2024 .
- Independence: All directors except the CEO (Cristiano Amon) are independent; Chair (Mark D. McLaughlin) is independent, so no Lead Independent Director is currently appointed .
- Other boards policy: Generally ≤4 public boards per director; pre-clearance required for new board seats .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $100,000 | U.S. resident directors; non-U.S. resident $120,000 |
| Committee Chair retainer | $40,000 | Audit or HR & Compensation Chair; Governance Chair $30,000 |
| Committee member retainer | $15,000 | All committees (excluding Chair) |
| Independent Board Chair retainer | $175,000 | In addition to Board member retainer |
| Meeting fees | $0 | No Board/committee fees unless >10 committee meetings/year, then $1,500 per additional meeting |
| Annual equity grant (DSUs) FY2024 | $225,000 | Fully vested at grant, 3-year holding; dividend equivalents accrue |
| Annual equity grant (DSUs) FY2025 | $275,000 | Increased to align with peers; granted at Annual Meeting date |
Fiscal 2024 director compensation for Henderson:
| Item | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 140,000 |
| Stock Awards (fair value) | 225,135 |
| All Other Compensation | 314 (charitable match) |
| Total | 365,449 |
Program notes:
- Charitable match: 100% up to $50,000 annually to qualified nonprofits .
- No stock options or non-equity incentive plan compensation for directors in FY2024 .
- DSUs: 3-year mandatory holding; settle three years from grant or upon death, disability, or change in control; dividend equivalents accrue as additional DSUs and vest/distribute with underlying units .
Performance Compensation
| Performance Metric | Applies to Director Pay? | Details |
|---|---|---|
| TSR, EPS, Revenues, Operating Income | No | These metrics apply to NEO PSU/ACIP, not to non-employee director compensation |
| Director equity vesting | Time-based holding | DSUs fully vested at grant but subject to 3-year holding period; settlement rules as above |
Other Directorships & Interlocks
| Potential Interlock/Conflict Area | Observation |
|---|---|
| Compensation committee interlocks | None disclosed for HR & Compensation Committee members in FY2024 (Henderson is Audit Chair, not HR member) |
| Supplier/customer/competitor overlap | External boards (BD, Halozyme) are in healthcare/biotech, not direct operating overlap with Qualcomm’s semiconductor/technology businesses (no related-person transactions disclosed involving Henderson) |
Expertise & Qualifications
- Skills matrix: Executive leadership, public company board service, accounting/finance, public policy/political affairs, international business, information security checked for Henderson .
- Designation: Audit committee financial expert .
- Cyber oversight credential: CERT Certificate in Cybersecurity Oversight (CMU SEI) .
Equity Ownership
| Ownership Item | Amount | Notes |
|---|---|---|
| Common shares owned (beneficial) | 6,408 | As of Dec 15, 2024; less than 1% of class |
| Outstanding DSUs | 5,796 | As of Sep 29, 2024; includes dividend equivalents |
| Ownership guidelines | 5x annual retainer | Directors must hold ≥5x annual retainer; as of Dec 15, 2024, all non-employee directors met guideline except newly joined Ms. Myers (has until 2029) |
| Hedging/pledging | Prohibited | Insider Trading Policy prohibits hedging and, for Designated Insiders, pledging or holding in margin accounts |
Insider trades (Form 4) for Henderson:
Notes: “Exempt (M)” records reflect DSU settlements and related movements; quantities and ownership shown per SEC Form 4; URLs link to official filings.
Governance Assessment
- Strengths:
- Independent director; Audit Chair and designated financial expert; strong finance, international, and cybersecurity oversight background .
- High engagement norms: Board held 8 meetings; directors averaged 98% attendance; committee cadence and responsibilities are robust, including explicit cybersecurity oversight within Audit Committee remit .
- Alignment: Mandatory 3-year DSU holding, director ownership guideline of 5x annual retainer, prohibition on hedging/pledging enhance alignment and risk controls .
- Potential watchouts:
- Multiple external boards (QCOM + BD + Halozyme) require time commitment; however, he is within Qualcomm’s policy limit (≤4 public boards per director) and subject to Governance Committee pre-clearance for additional roles .
- No related-party transactions involving Henderson disclosed; the proxy’s Item 404 discussion cites only a management family relationship unrelated to Henderson .
Overall, Henderson’s chairmanship of the Audit Committee, financial expertise designation, and cybersecurity oversight credentials support board effectiveness and investor confidence; compensation structure (cash + DSUs with holding) and ownership policies reinforce alignment with shareholders .