Marie Myers

About Marie Myers

Marie Myers (age 56) is an independent director of Qualcomm (QCOM) since 2024 and serves on the Audit Committee. She is Executive Vice President and Chief Financial Officer of Hewlett Packard Enterprise (since January 2024), and previously served as CFO of HP Inc., acting CFO, Chief Transformation Officer, and Chief Digital Officer; she also served as CFO of UiPath and spent earlier career years in finance and audit roles at HP/Hewlett‑Packard. She holds a B.A. in Political Science and Journalism and a Bachelor of Economics from the University of Queensland, and an MBA from the University of St. Thomas; she has been designated an “audit committee financial expert.” The Board has determined she is independent under Nasdaq rules.

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member (Chair: Jeffrey W. Henderson; other members: Mark Fields, Jamie S. Miller, Anthony J. Vinciquerra). All members are independent and designated audit committee financial experts under SEC rules. Meetings in fiscal 2024: 8.
• Independence: The Board determined all directors except the CEO are independent; Myers is independent.
• Attendance: In fiscal 2024, the Board held 8 meetings; each director attended at least 75% of Board/committee meetings for which they served; average attendance was 98%. All directors then in office attended the last annual meeting.
• Board load policy: Qualcomm generally caps service at ≤4 public boards for directors and ≤2 for public-company executives (including Qualcomm); Myers, as a sitting public-company CFO, is within this limit.

Fixed Compensation (Director Program)

• Fiscal 2024 actuals for directors (program-wide): No stock options, no non‑equity incentive compensation, no pension/defined benefit; nonprofit donation match up to $50,000.
• Myers joined the Board in 2024; director fees are governed by the program above, with DSUs prorated for mid‑year joins.

Performance Compensation (Director Program)

For clarity: Director DSUs are not performance-conditioned; they vest at grant with a 3-year holding/deferral feature and dividend equivalents accrue in additional shares.

Other Directorships & Interlocks

Expertise & Qualifications

• Finance and audit leadership at large multinational tech firms; designated audit committee financial expert.
• Board skills matrix flags: executive leadership, public company board experience, technology industry, accounting/finance, international business, and information security.
• Advanced education in economics and business; MBA with marketing/finance focus.

Equity Ownership

• Stock ownership guidelines: Non‑employee directors must hold shares equal to ≥5× annual Board retainer within 5 years; Ms. Myers joined in 2024 and has until 2029 to meet the guideline; directors are also expected to own shares within one year of joining.
• Hedging/pledging: Hedging is prohibited for all “Covered Persons”; Designated Insiders may not pledge QCOM securities or hold them in margin accounts.

Governance Assessment

• Strengths and signals of effectiveness

  • Independent Audit Committee member with CFO experience across multiple large-cap tech firms; designated financial expert—adds depth in financial reporting, internal controls, and audit oversight.
  • Strong attendance culture (avg 98%) and 8 Audit Committee meetings in FY2024 indicate active oversight cadence; all committee members independent.
  • Ownership alignment mechanisms include mandatory 3-year DSU holding period and 5× retainer ownership guideline; hedging and pledging restrictions reduce misalignment risk.

• Conflicts and time‑commitment considerations

  • As a sitting public-company CFO (HPE), she is subject to Qualcomm’s limit of at most two public-company boards for public-company executives; her current board service (QCOM only) is within policy.
  • No related‑party transactions disclosed involving Ms. Myers in FY2024; the only disclosed related‑person item related to the CEO’s sibling employment.

• Compensation/independence

  • Director pay mix is cash retainer plus fixed‑value DSUs (no options; no performance pay), a structure aligned with market practice and designed to support independence. FY2025 equity increased from $225k to $275k to align with peers.

• RED FLAGS

  • None identified in proxy disclosures for Ms. Myers: no attendance issues, no Item 404 related‑party transactions, no hedging/pledging allowances, and Section 16(a) compliance broadly maintained (noting a late filing unrelated to directors).

Overall implication: Myers’ finance and audit expertise strengthens Qualcomm’s Audit Committee oversight. Her executive role at HPE requires continued monitoring for time/overboarding and potential ecosystem interlocks, but current disclosures show policy compliance, independence, and alignment through DSUs and ownership guidelines.