Neil Smit
QUALCOMM INC/DEAbout Kornelis “Neil” Smit
Neil Smit (age 66) is an independent director of Qualcomm, serving since 2018. He is a former Vice Chairman of Comcast, with CEO experience at Comcast Cable and Charter Communications, and prior leadership roles at AOL/Time Warner, Nabisco, and Pillsbury. He holds a B.S. in Geology from Duke University and an M.A. in International Business from Tufts University’s Fletcher School, and previously served in the U.S. Navy SEAL Teams, retiring as a Lieutenant Commander .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Comcast Corporation | Vice Chairman | Apr 2017 – Dec 2021 | Senior leadership at a global media/tech company |
| Comcast Cable Communications, LLC | President & CEO | Nov 2011 – Apr 2017 | Led major cable operations |
| Comcast Cable Communications, LLC | President | Mar 2010 – Nov 2011 | Oversaw operations prior to CEO promotion |
| Charter Communications, Inc. | President & CEO, Director | Aug 2005 – Mar 2010 | Turnaround leadership at national cable operator |
| AOL Access (AOL/Time Warner) | President | Not disclosed | Consumer internet access leadership |
| Nabisco; Pillsbury | Various leadership | Not disclosed | Consumer goods management experience |
| U.S. Navy (SEAL Teams) | Lieutenant Commander | Prior career | Operational leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Duke University – Nicholas School of the Environment | Board of Visitors | 2010 – 2021 | Environmental governance exposure |
| Public company boards | — | Current: None | No other current public boards |
Board Governance
- Committee assignments: Member, HR and Compensation Committee (Chair: Irene Rosenfeld; other members: Gregory Johnson) .
- Committee activity: HR and Compensation Committee held 5 meetings in fiscal 2024; Board held 8 meetings .
- Independence: Board determined all directors except the CEO (Mr. Amon) are independent; Chair is independent and the Board currently has no Lead Independent Director .
- Attendance: In fiscal 2024, each director attended at least 75% of Board/committee meetings; average attendance was 98% . Historically in fiscal 2018, Smit attended 71% due to pre-existing commitments when joining the Board mid-year .
- Executive sessions: Independent directors meet without management; the Chair leads those sessions .
- Hedging/pledging: Directors prohibited from hedging or pledging Qualcomm stock; Designated Insiders may not pledge or hold in margin accounts .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Board cash retainer ($) | 100,000 | 100,000 | 100,000 |
| Committee member retainer ($) | 15,000 | 15,000 | 15,000 |
| Total fees earned or paid in cash ($) | 115,000 | 115,000 | 115,000 |
| Meeting fees | None for Board; committee fees only after >10 mtgs ($1,500 each) | Same | Same |
| Charitable match (All Other Comp) ($) | 50,000 (company matches up to $50k annually) | 50,000 | 50,000 |
Notes:
- Chair/member fee schedule: Audit or HR Chair $40,000; Governance Chair $30,000; committee members $15,000 .
- Non-U.S. residents receive $120,000 Board retainer; DSU/cash deferral options available under NQDC .
Performance Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Annual DSU grant (fixed value) ($) | 225,121 | 225,081 | 225,135 |
| Vesting/holding | Fully vested at grant; 3-year mandatory holding; settles at 3 years or upon death/disability/change in control; optional further deferral | Same | Same; DSU value increased to $275,000 for fiscal 2025 grants |
Notes:
- Directors do not receive options or non-equity incentive plan awards; DSUs include dividend equivalents and are not tied to performance metrics .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlocks |
|---|---|---|
| None (current public) | — | No disclosed interlocks with Qualcomm’s customers/suppliers/competitors |
Expertise & Qualifications
- Skills matrix lists Smit with executive leadership, public company board experience, technology industry, accounting/finance, public policy/political affairs, international business, and climate/environment experience .
Equity Ownership
| Ownership Metric | FY 2023 | FY 2024 |
|---|---|---|
| Direct/beneficial shares (#) | 3,069 | Not separately listed in 2025 proxy’s table; DSUs disclosed below |
| Outstanding DSUs (#) | 19,434 | 22,231 |
| Options | None outstanding | None outstanding |
| Ownership guideline | Non-employee directors must hold ≥5x annual retainer; all met guideline as of Dec 15, 2024 except Ms. Myers (new director) | |
| Hedging/pledging | Prohibited for directors; Designated Insiders may not pledge or hold in margin accounts |
Governance Assessment
- Independence & attendance: Independent; strong attendance in FY24; historic FY2018 shortfall was contextual and promptly improved thereafter .
- Committee effectiveness: Active member of HR & Compensation Committee overseeing executive pay design, clawbacks, stock ownership guidelines, DEI/human capital, and succession planning; committee retains independent consultant (Pay Governance) .
- Compensation alignment: Director pay mix balanced (cash retainer + DSUs with 3-year holding); no options or performance-paid bonuses, reducing risk of short-termism .
- Ownership alignment: Material DSU holdings (22,231) and compliance with 5x retainer guideline reinforce alignment; hedging/pledging prohibited .
- Conflicts/related-party exposure: No related-party transactions disclosed for Smit; HR & Compensation Committee members had no relationships requiring Item 404 disclosure in FY2024 .
- Risk indicators: No Section 16(a) issues noted for Smit; overall company disclosure shows only a CHRO late Form 4 in FY2024, not implicating directors .
Red flags: None specifically identified for Smit in FY2024 disclosures. Historical FY2018 attendance (71%) noted at onboarding, with rationale and subsequent strong participation .
Investor implications: Smit’s deep operating background in cable/media, international scope, and environmental board exposure adds complementary experience to Qualcomm’s HR & Compensation oversight; compensation/ownership structures and policies indicate strong alignment and low governance risk .