Zico Kolter
QUALCOMM INC/DEAbout Zico Kolter
Jeremy (Zico) Kolter is a non-employee director of Qualcomm, elected on September 2, 2025, for a term expiring at the next annual meeting. He serves as Professor and Department Head of the Machine Learning Department in the School of Computer Science at Carnegie Mellon University, bringing deep AI/ML expertise to the board . As a non-employee director, he receives compensation under Qualcomm’s director compensation plan and was granted pro rata deferred stock units (DSUs) upon joining .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carnegie Mellon University, School of Computer Science | Professor; Department Head, Machine Learning Department | Ongoing | Leads academic and research programs in ML/AI |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Carnegie Mellon University | Department Head (Machine Learning) | Ongoing | Academic role; not a Qualcomm-related transaction under Item 404 |
Board Governance
- Committee assignments: Appointed to the Governance Committee upon election .
- Term: Elected September 2, 2025 to serve until the next annual meeting .
- Independence and conflicts: Board disclosed no arrangement/understanding for his selection and no transactions requiring Item 404(a) related-party disclosure involving Kolter . Qualcomm’s proxy states all directors other than the CEO are independent (statement as of FY2024; Kolter joined later) and outlines strong independence practices (e.g., independent committees) .
- Board structure context: Independent Chair (Mark D. McLaughlin) with defined responsibilities; no Lead Independent Director given Chair independence . FY2024 board/committee attendance averaged 98% (contextual benchmark; Kolter joined in FY2025) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer (U.S. residents) | $100,000 | Paid quarterly; directors may elect DSUs in lieu of cash |
| Committee Member Retainer | $15,000 | Governance Committee member (non-chair) |
| Governance Committee Chair Fee | $30,000 | Not applicable to Kolter (member); shown for completeness |
| Board Chair Add’l Retainer | $175,000 | Not applicable; context of program |
| Meeting Fees | $0 | No routine board/committee meeting fees (exceptions above 10 meetings) |
Program mechanics:
- Directors may convert all/portion of retainers into elective DSUs; deferrals governed by IRC §409A; settlement upon elected date ≥3 years, separation, death, disability, or change in control (3.1–3.2).
- Expense reimbursement: up to $7,500/year for board-related education/travel (Art. 4).
Performance Compensation
| Equity Component | Value | Grant Mechanics | Vesting/Holding | Notes |
|---|---|---|---|---|
| Annual DSU grant (FY2025) | $275,000 | Granted at annual meeting; fixed-value DSUs | Fully vested at grant; mandatory 3-year holding; settle in 3 years (deferral possible) | FY2025 director equity increased from $225k (FY2024) to $275k to align peers |
| Pro rata DSUs at appointment | 1,049 units | Granted Sept 2, 2025 for partial year service | DSUs vested; subject to holding/settlement rules | Kolter grant at appointment |
Notes:
- DSUs include dividend equivalents accruing as additional units; paid with the underlying DSUs .
- Director DSUs are not tied to performance metrics; they are fixed-value equity designed for alignment and retention .
Other Directorships & Interlocks
- Other public company boards: No other boards disclosed in Qualcomm filings for Kolter .
- Interlocks/related parties: No transactions requiring Item 404(a) disclosure; no selection “arrangement or understanding” noted .
Expertise & Qualifications
- AI/ML domain leader (Department Head, ML at CMU), strengthening Qualcomm’s board capabilities in on-device AI, machine learning, and data-driven technologies .
- Governance role focus: Participation in the Governance Committee (board refreshment, ESG oversight not delegated elsewhere, insider trading policy oversight, political contributions, resilience programs) .
Equity Ownership
| Item | Detail |
|---|---|
| DSUs granted at appointment | 1,049 units (Sept 2, 2025) |
| Stock ownership guidelines | Non-employee directors must hold shares equal to 5× annual board retainer within 5 years; only actual shares/vested DSUs count |
| Hedging/pledging policy | Prohibits hedging, short sales, derivatives; Designated Insiders may not pledge Qualcomm securities |
Governance Assessment
- Board effectiveness: Kolter adds top-tier AI/ML academic depth amid Qualcomm’s strategic focus on AI-enabled devices and platforms; placement on Governance Committee leverages his systems thinking for ESG/governance oversight .
- Conflicts/related-party risk: No related-party transactions disclosed; selection free of special arrangements—positive signal for independence .
- Ownership alignment and trading discipline: Mandatory DSU holding period, robust director ownership guidelines, and strict hedging/pledging prohibitions strengthen alignment and mitigate risk .
- Compensation structure: Cash retainer plus fixed-value DSUs (raised to $275k for FY2025) is consistent with peer-aligned, at-risk equity exposure; no performance metrics for directors, reducing incentive distortion risk while maintaining long-term alignment via DSUs .
RED FLAGS: None disclosed for Kolter (no Item 404 related-party transactions; no hedging/pledging permitted; standard director compensation and governance assignment) .