Mark Fields
QUALCOMM INC/DEAbout Mark Fields
Independent director at Qualcomm since 2018; age 63; Audit Committee member and designated “audit committee financial expert.” Former President & CEO of Ford Motor Company; MBA from Harvard Business School and BA in Economics from Rutgers University . The Board has determined he is independent under Nasdaq rules; all non-employee directors (including Fields) are subject to hedging/pledging prohibitions and stock ownership guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ford Motor Company | President & CEO; earlier COO and multiple senior leadership roles since 1989 | CEO: Jul 2014–May 2017; COO: Dec 2012–Jul 2014 | Led large-scale global operations and adjacent growth efforts |
| Mazda Motor Corporation | President & CEO (while at Ford) | Prior to returning to Ford | Automotive operating leadership across geographies |
| TPG Capital LP | Senior Advisor | Since Oct 2017 | Strategic advisory in private equity context |
| Hertz Global Holdings | Interim CEO | Oct 2021–Feb 2022 | Stabilization during transition period |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Lam Research Corporation | Director | Aug 2024 | Semiconductor equipment board experience |
| Hertz Global Holdings, Inc. | Director | Jun 2021 | Automotive & mobility exposure |
| IBM Corporation | Former Director | Mar 2016–Apr 2018 | Prior large-cap tech board service |
| TPG Pace SPACs | Former Director | 2021–2023 / 2021 | De-SPAC/SPAC governance experience |
Board Governance
- Committee assignment: Audit Committee member; committee met 8 times in FY2024; all members are independent and designated audit committee financial experts .
- Independence: Board determined all directors except the CEO are independent; Fields is independent .
- Attendance: In FY2024, each director attended at least 75% of aggregate Board/committee meetings; average attendance 98%; all directors then in office attended the last annual meeting .
- Board leadership: Independent Chair (no Lead Independent Director currently) .
Fixed Compensation
Program elements (FY2024):
- Cash retainers: Board member $100,000; committee member retainer (all committees) $15,000; Audit/HR-Comp Chair +$40,000; Governance Chair +$30,000; Independent Chair +$175,000; Lead Independent Director +$35,000; no meeting fees except >10 committee meetings (+$1,500 each) .
- Fields FY2024 cash earned: $115,000 (Board retainer + committee member retainer) .
| Component | FY2024 Amount (USD) |
|---|---|
| Board annual cash retainer | $100,000 |
| Committee member retainer (Audit) | $15,000 |
| Total cash paid to Mark Fields | $115,000 |
Notes: Directors may elect to receive retainers in DSUs and may defer cash under the NQDC Plan (no company match for directors) .
Performance Compensation
- Qualcomm does not pay performance-based bonuses to non-employee directors. Equity is granted as fully vested Deferred Stock Units (DSUs) with a mandatory three-year holding period and settlement generally three years post-grant (or upon death, disability or change-in-control); dividend equivalents accrue in DSUs. FY2025 DSU grant value increased to $275,000 (from $225,000 in FY2024) to align with peers; grant date is the annual meeting date .
| Equity Instrument | FY2024 Value | Vesting/Holding | Settlement | Other Terms |
|---|---|---|---|---|
| Annual DSUs (director equity) | $225,135 (Mark Fields) | Vested at grant; 3-year mandatory holding period | 3 years after grant (unless earlier per policy) | Dividend equivalents accrue; no performance metrics |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlocks/Notes |
|---|---|---|---|
| Lam Research | Semiconductor equipment | Director | No related-party transactions disclosed by Qualcomm; Audit Committee oversees related-person transactions process . |
| Hertz Global Holdings | Transportation | Director | No related-party transactions disclosed by Qualcomm . |
Qualcomm policy on service on other boards: generally no more than four public company boards for a director (including Qualcomm); Governance Committee reviews any new invitations .
Expertise & Qualifications
- Executive leadership; public company board experience; accounting/finance; public policy/political affairs; international business (as identified in Qualcomm’s director skills matrix) .
- Designated audit committee financial expert .
- Automotive domain insight supportive of Qualcomm’s growth areas (e.g., automotive) .
Equity Ownership
| Holder | Beneficial Shares | % Outstanding | DSUs (Vested/Notes) | Pledging/Hedging |
|---|---|---|---|---|
| Mark Fields | 3,069 shares (held by spouse’s trust) | <1% | 21,275 fully vested DSUs and dividend equivalents (settle upon retirement from the Board) | Hedging and pledging prohibited under Insider Trading Policy for directors/Designated Insiders |
Stock ownership guidelines: Non-employee directors must hold shares equal to 5× the annual Board retainer within five years; as of Dec 15, 2024, all non-employee directors met the guideline except a 2024 new appointee; expectation to own shares within one year of joining .
Fixed vs. Total Director Compensation (Disclosure Snapshot)
| Metric | FY2024 |
|---|---|
| Fees Earned or Paid in Cash (Mark Fields) | $115,000 |
| Stock Awards (DSUs) (Mark Fields) | $225,135 |
| All Other Compensation (Mark Fields) | $0 |
| Total (Mark Fields) | $340,135 |
Governance Assessment
- Independence and committee fit: Fields is independent, serves on the Audit Committee, and is designated an audit committee financial expert—supportive of robust financial oversight (including cybersecurity/ESG disclosure controls under the Audit Committee’s purview) .
- Attendance/engagement: Board and committees met frequently (8 Board meetings in FY2024; Audit 8), with high overall attendance and executive sessions of independent directors—positive engagement indicators .
- Alignment and safeguards: Director pay is balanced between modest cash and DSUs with mandatory holding periods; directors are subject to stringent stock ownership guidelines and prohibitions on hedging/pledging—favorable alignment and risk controls .
- Conflicts/related-party exposure: Qualcomm disclosed no related-person transactions involving directors in FY2024; Compensation Committee interlocks: none requiring disclosure—low conflict risk based on disclosures .
- Workload/overboarding: Qualcomm policy limits most directors to four public boards (including Qualcomm); Fields’ current public boards (Qualcomm, Lam Research, Hertz) remain within this limit; Governance Committee reviews additional roles—manageable governance load per policy .
- Shareholder sentiment context: Strong say-on-pay support in 2024 (92%) suggests constructive investor relations and governance environment, albeit focused on executives rather than directors .
RED FLAGS: None disclosed specific to Mark Fields. Monitor for potential information-sensitivity given concurrent service on a semiconductor capital equipment board (Lam Research), though no related-party transactions were disclosed and Qualcomm has formal related-party review and director independence processes .