Mark McLaughlin
QUALCOMM INC/DEAbout Mark McLaughlin
Mark D. McLaughlin (age 59) is Qualcomm’s independent Chair of the Board and a director since 2015; he has served as Chair since August 2019. He was Vice Chairman and previously Chairman/CEO of Palo Alto Networks, and earlier CEO/COO of VeriSign. He served on the U.S. National Security Telecommunications Advisory Committee (NSTAC) from 2011–2023 (Chair 2014–2016). He holds a B.S. from the U.S. Military Academy at West Point and a J.D. from Seattle University School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Palo Alto Networks | Vice Chair of the Board | Jun 2018 – Dec 2022 | Cybersecurity leadership and board governance |
| Palo Alto Networks | Chairman & CEO | Aug 2016 – Jun 2018 | Led global cybersecurity company |
| Palo Alto Networks | Chairman, President & CEO | Apr 2012 – Aug 2016 | Strategic expansion and scaling |
| Palo Alto Networks | President & CEO; Director | Aug 2011 – Apr 2012 | Joined as CEO and director |
| VeriSign | President & CEO; Director | Aug 2009 – Aug 2011 | Transformation and operations |
| VeriSign | President & COO | Jan 2009 – Aug 2009 | Operational leadership |
| VeriSign | Various leadership roles | Feb 2000 – Nov 2007; consulting 2008–2009 | Growth and business development |
| NSTAC (U.S.) | Member; Chair | Jan 2011 – Apr 2023; Chair 2014–2016 | National security and telecom policy |
External Roles
| Organization | Role | Since | Committees |
|---|---|---|---|
| Snowflake Inc. | Independent Director | Apr 2023 | Compensation Committee (Member); Cybersecurity Committee (Chair) |
| Rubrik, Inc. | Independent Director | Nov 2022 | Compensation Committee (Member) |
Board Governance
- Independence and role: Independent Chair; the Board elected not to appoint a Lead Independent Director because the Chair is independent. The Chair presides over Board and stockholder meetings, can call special meetings, helps set agendas, leads executive sessions of independent directors, represents the Board in investor outreach, and coordinates CEO evaluation with the HR & Compensation Committee .
- Committee assignments: Not listed on standing Audit, HR & Compensation, or Governance Committees for FY2024 (Audit: Henderson/Fields/Miller/Myers/Vinciquerra; HR & Compensation: Rosenfeld/Johnson/Smit; Governance: Livermore/Acevedo/Tricoire) .
- Attendance: In FY2024, the Board met 8 times; each director attended at least 75% of applicable meetings; average attendance was 98%. All directors then in office attended the last annual meeting .
- Stockholder engagement: Chair and HRCC Chair led outreach to holders representing ~40% of outstanding shares in FY2024 .
- Independence determination: All directors except the CEO (Amon) are independent under Nasdaq rules .
Fixed Compensation
- Program structure (FY2024):
- Cash retainers: Board member $100,000; Independent Board Chair +$175,000; Committee Chairs: Audit/HRCC $40,000, Governance $30,000; Committee members $15,000. No meeting fees unless >10 committee meetings in a year ($1,500 per additional meeting) .
- Equity: Annual DSU grant of $225,000 in FY2024; increased to $275,000 for FY2025 grants to align with peers .
| FY2024 Director Compensation – Mark D. McLaughlin | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 275,000 |
| Stock Awards (DSUs) | 225,135 |
| All Other Compensation (charitable match program) | 49,262 |
| Total | 549,397 |
Notes: “All Other Compensation” reflects Qualcomm’s 100% match of director charitable contributions up to $50,000 annually .
Performance Compensation
- Directors do not receive performance-based incentive cash or PSU awards; equity is delivered as fixed-value DSUs. DSUs vest immediately, have a mandatory three-year holding period, and settle three years from grant (with optional further deferral if available) .
- FY2025 annual equity increased to $275,000 to maintain competitiveness (still fixed-value DSUs) .
| Equity Mechanics | Detail |
|---|---|
| Instrument | Deferred Stock Units (DSUs) (fixed value) |
| FY2024 grant value | $225,000 (per director) |
| Vesting/Holding | Fully vested at grant; mandatory 3-year holding; settle at 3 years or upon death/disability/CoC; deferral election available where permitted |
| Meeting fees | None for first 10 committee meetings/year; $1,500 per additional meeting |
Other Directorships & Interlocks
- Public boards: Snowflake (Compensation Member; Cybersecurity Chair); Rubrik (Compensation Member) .
- Qualcomm Compensation Committee interlocks: FY2024 disclosure states no interlocks and no insider participation on the HR & Compensation Committee; McLaughlin is not on Qualcomm’s HR & Compensation Committee .
- Board service limits: Qualcomm policy generally caps service at ≤4 public company boards; process in place to review new board invitations .
Expertise & Qualifications
- Skill matrix indicates McLaughlin brings Executive Leadership, Public Company Board Service, Technology Industry, Accounting/Finance, Public Policy/Political Affairs, International Business, and Information Security expertise .
- NSTAC service (including as Chair) adds national security and telecom policy depth relevant to Qualcomm’s ecosystem .
Equity Ownership
| Ownership (as of dates shown) | Amount |
|---|---|
| Beneficially owned shares (12/15/2024) | 23,707 shares; <1% of class |
| Outstanding DSUs at FY2024 end | 29,170 DSUs (includes dividend equivalents and deferrals) |
| Stock ownership guideline | Non-employee directors must hold ≥5x annual U.S. retainer; all directors met guideline as of 12/15/2024 (except a new 2024 appointee still within compliance window) |
| Hedging/Pledging | Company policy prohibits hedging; Designated Insiders (incl. directors) may not pledge or hold shares in margin accounts |
Insider Trades (Form 4 highlights)
Recent reported transactions (director-level routine awards/administrative dispositions; post-transaction holdings shown by form):
| Date (Transact) | Type | Shares | Price | Post-Txn Ownership | Source |
|---|---|---|---|---|---|
| 2025-09-30 | Award (Common) | 428 | $0.00 | 9,899.1143 (Direct) | |
| 2025-06-30 | Return to Issuer (Common) | 186 | $159.26 | 26,880 (Indirect) | |
| 2025-06-30 | Award (Common) | 455 | $0.00 | 10,068.8659 (Direct) | |
| 2025-03-31 | Award (Common) | 451 | $0.00 | 10,132.9897 (Direct) | |
| 2025-03-18 | Award (Common) | 2,097 | $0.00 | 10,119.9410 (Direct) | |
| 2025-03-09 | Exempt (Common) | 1,901 | $0.00 | 26,009 (Indirect) | |
| 2025-03-09 | Exempt (DSU) | 1,901.0354 | $0.00 | 18,447.2044 (Direct) | |
| 2024-06-30 | Return to Issuer (Common) | 165 | $199.18 | 23,138 | |
| 2024-03-31 | Return to Issuer (Common) | 179 | $169.30 | 22,790 | |
| 2024-03-10 | Exempt (Common) | 2,056 | $0.00 | 23,428 | |
| 2024-03-10 | Return to Issuer (Common) | 663 | $170.57 | 22,765 | |
| 2024-03-10 | Exempt (DSU) | 2,056.6383 | $0.00 | 19,959.6387 | |
| 2024-03-05 | Award (DSU) | 1,624 | $0.00 | 22,005.9024 |
Note: “Return to Issuer” (Code D) typically reflects administrative disposals such as share withholding. SEC Form 4 links provide full details.
Director Compensation and Incentives – Analytical Notes
- Mix and structure: FY2024 compensation balanced between fixed cash (Chair retainer + director retainer) and fixed-value DSUs; no options or performance cash/PSUs for directors. No pension; meeting fees minimal/rare .
- Year-over-year shift: FY2025 DSU value increases to $275,000, tilting director pay modestly more to equity and aligning with peer practices (not performance-based) .
- Clawbacks/hedging: Company maintains an incentive compensation repayment (clawback) policy and prohibits hedging/pledging for directors, supporting alignment with stockholders .
Related-Party Exposure and Conflicts
- Item 404 related-person transactions: None disclosed for directors in FY2024; one employment relationship involving the CEO’s sibling was reviewed/approved (immaterial to McLaughlin) .
- Compensation Committee interlocks: None; McLaughlin is not on Qualcomm’s HR & Compensation Committee .
- External board service: Snowflake and Rubrik are technology companies; Qualcomm policies limit overall public board service and require Governance Committee review of new appointments. No Qualcomm-related party transactions disclosed involving these companies .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay support: 92% approval, reflecting strong investor alignment; Chair participated in shareholder outreach covering ~40% of shares outstanding in FY2024 .
Governance Assessment
-
Strengths
- Independent Chair with deep cybersecurity, telecom security, and executive leadership experience; leads executive sessions and investor outreach, and coordinates CEO evaluation .
- High board engagement: 8 meetings in FY2024; average attendance 98%; full annual meeting attendance .
- Strong alignment policies: meaningful director stock ownership guideline (≥5x retainer) and company-wide prohibitions on hedging/pledging; all non-employee directors met guidelines as of 12/15/2024 (except a 2024 appointee within window) .
- No HRCC interlocks and no director-related Item 404 transactions disclosed .
-
Watch items
- External board commitments at Snowflake and Rubrik (including compensation committee roles externally) warrant ongoing monitoring for time/overlap risks, though Qualcomm’s governance framework limits total board seats and reviews new appointments; no related-party transactions disclosed .
- Director equity is fixed-value DSUs (no performance linkage), standard for directors but offers limited direct pay-for-performance sensitivity relative to executives .
Overall, McLaughlin’s independent Chair role, cyber/NSTAC credentials, and strong engagement profile support board effectiveness and investor confidence; policies and disclosures mitigate key alignment and conflict risks .