Gina Harrison
QorvoAbout Gina Harrison
Gina B. Harrison is Vice President and Corporate Controller at Qorvo, serving in the role since November 2015; she is 57 years old in 2025 and a certified public accountant with over 30 years of progressive leadership experience in corporate and public accounting . Her background spans Price Waterhouse (1990–1992), Sara Lee Hosiery (1992–2000), RFMD (2000–2014; Director of Financial Reporting and Sarbanes-Oxley Compliance 2005–2014), and continuity of that role at Qorvo in 2015 before becoming Corporate Controller later in 2015 . Performance-linked equity has historically tied incentives to company outcomes such as objectives-based operational/financial goals and relative TSR versus the SPDR S&P Semiconductor ETF (XSD), with specific payouts dependent on achievement; in fiscal 2018, objectives-based RSUs paid at 109.51% of target, while 2017 TSR-based RSUs earned at 87.01% of target and 2016 TSR-based awards were forfeited due to under-threshold performance (company TSR 6.30% vs benchmark 75.73%) . Qorvo prohibits hedging and pledging by directors and employees, and maintains clawback provisions and stock ownership guidelines for directors and Section 16 officers, reinforcing alignment and governance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Price Waterhouse | Financial/Accounting positions | 1990–1992 | Foundational public accounting experience |
| Sara Lee Hosiery | Financial/Accounting positions | 1992–2000 | Industry operating finance exposure |
| RFMD | Financial Reporting roles | 2000–2005 | Progressive responsibilities in reporting |
| RFMD | Director of Financial Reporting & Sarbanes-Oxley Compliance | 2005–2014 | Led regulatory reporting/SOX compliance |
| Qorvo | Director of Financial Reporting & SOX Compliance | Jan–Oct 2015 | Transitional reporting leadership at newly formed Qorvo |
| Qorvo | Vice President & Corporate Controller | Nov 2015–present | Corporate controllership and financial governance |
External Roles
No public company directorships or external board roles disclosed in Qorvo’s recent proxy statements for 2023–2025 .
Fixed Compensation
| Metric | FY 2016 | FY 2017 | FY 2018 |
|---|---|---|---|
| Base Salary ($) | $211,057 | $268,140 | $267,500 |
| Target Bonus ($) | N/A | N/A | $160,680 |
| Actual Bonus Paid ($) | $44,165 | $109,165 | $87,887 |
Notes:
- Committee-approved fiscal 2018 base salary increased from $260,000 to $267,800 (3%) at the start of the year; the Summary Compensation Table reflects actual salary paid ($267,500) .
Performance Compensation
| Award Type | Metric(s) | Target | Actual/Payout | Vesting Terms | Grant/Assessment Timing |
|---|---|---|---|---|---|
| Objectives-based RSUs (FY18 award) | Manufacturing improvements, product capabilities, financial metrics, key IT processes/tools/systems | 3,144 RSUs | 3,442 RSUs (109.51% of target) | 50% vests upon certification; remaining 50% vests in equal annual installments over next two years | Performance period completed; certification by Committee |
| TSR Performance RSUs (2017 grant; 2-year period) | Relative TSR vs SPDR S&P Semiconductor ETF (XSD) | 773 RSUs | 672 RSUs (87.01% of target; Qorvo TSR 72.49% vs index 77.68%) | Terms per TSR program; earned shares vest per award agreement | Two-year TSR measured; payout determined |
| TSR Performance RSUs (2016 grant; 3-year period) | Relative TSR vs XSD | Not granted to Harrison for 2016 (no award to her) | N/A | N/A | N/A |
| Service-based RSUs (FY18 annual grant) | Time vesting (retention) | 2,035 RSUs | Grant as awarded | Typical 4-year vesting; 25% on each anniversary of award | Granted August 2017 following annual meeting |
| Short-Term Incentive (cash/settled RSUs for H2 FY18) | Company operating performance | $160,680 target (annualized) | $87,887 paid for FY18 | H2 FY18 incentives settled in RSUs vesting 6 months from grant, subject to continued employment | Award approvals at Committee dates |
Equity Ownership & Alignment
- Beneficial Ownership: 10,145 shares as of June 14, 2018 (less than 1%) .
- Shares Pledged: None; company prohibits hedging and pledging, and states none of its directors or executive officers have engaged in hedging or pledging transactions .
- Stock Ownership Guidelines: Qorvo has robust stock ownership guidelines for directors and Section 16 officers; CEO must hold 5x salary and directors 5x annual retainer (executive officer multiples not specified in proxy) .
- Outstanding RSUs (FY18 year-end snapshot): Gina held multiple unvested RSU grants; examples include 2,035 (8/8/2017), 3,144 (5/11/2017), 1,965 (8/5/2016), among others, each with associated market values at March 31, 2018 based on $70.45/share .
- Hedging/Pledging Policy: Prohibits short sales and derivative/structured transactions that hedge downside; prohibits pledging except broker-assisted cashless exercises; reinforces alignment and reduces forced-selling risk .
Employment Terms
- Role & Tenure: Vice President and Corporate Controller since November 2015 .
- Change-in-Control Economics (as of March 31, 2018): One-times base salary ($267,800), one-times target bonus ($160,680), intrinsic value of unvested stock awards ($921,697), benefits continuation ($8,158), accrued vacation ($25,750) — total $1,384,085 upon qualifying termination after a change in control (double trigger) . Payment timing includes lump-sum and installment structure per policy .
- Severance (non-CIC): Eligible under general severance program for up to 26 weeks of base salary following involuntary termination; otherwise no cash severance; unvested RSUs may be subject to acceleration or continued vesting per individual agreements .
- Post-termination Vesting Conditions: Senior officer equity awards conditioned on compliance with non-competition, non-disclosure, confidentiality and other covenants; violations subject to recoupment/clawback .
- Clawback: Company-wide clawback policy adopted in 2023 in line with SEC/Nasdaq; allows recovery of erroneously awarded incentive compensation following accounting restatement .
Multi-Year Compensation Summary (Disclosed Years)
| Metric | FY 2016 | FY 2017 | FY 2018 |
|---|---|---|---|
| Salary ($) | $211,057 | $268,140 | $267,500 |
| Stock Awards ($) | $300,218 | $385,669 | $349,996 |
| Non-Equity Incentive Plan ($) | $44,165 | $109,165 | $87,887 |
| All Other Compensation ($) | $6,890 | $6,471 | $6,479 |
| Total Compensation ($) | $562,330 | $769,445 | $711,862 |
Compensation Structure Analysis
- Shift toward RSUs: Harrison’s long-term incentives are RSU-based (performance- and service-based), consistent with Qorvo’s policy; Qorvo does not currently grant stock options to NEOs, and prohibits repricing .
- Performance Emphasis: Objectives-based RSUs and TSR-based RSUs directly link payouts to operational and market-relative performance; FY18 results show mixed outcomes (over-target objectives-based; sub-benchmark TSR) reflecting balanced performance sensitivity .
- Governance Enhancements: Clawback adoption in 2023 and explicit hedging/pledging prohibitions reduce risk-taking and misalignment .
- Ownership Alignment: Stock ownership guidelines and prohibition of pledging reinforce alignment and limit leverage-induced selling risk .
Risk Indicators & Red Flags
- Hedging/Pledging: Explicitly prohibited; none reported among directors/executive officers — mitigates alignment risk .
- Option Repricing: Prohibited without shareholder approval; current practice de-emphasizes options for executives .
- Clawbacks: Formal recoupment policy in place per SEC/Nasdaq — mitigates restatement-related compensation risk .
- Related Party Transactions/Legal Proceedings: No Gina-specific related party or legal disclosures surfaced in reviewed proxies; skip if not disclosed.
Say-on-Pay & Peer Group
- Say-on-Pay: Proxies describe the advisory vote framework and compensation philosophy but do not disclose specific approval percentages in the reviewed sections; skip if not disclosed .
- Stock Incentive Plan: 2025 proxy details Amended and Restated 2022 Plan design (no option repricing, vesting norms, prudent change of control provisions); NEO long-term incentives typically 60% performance-/service-based RSUs and 40% service-based RSUs .
Equity Ownership & Guidelines (Detail)
| Item | Disclosure |
|---|---|
| Beneficial Ownership (2018) | 10,145 shares (<1%) |
| Shares Outstanding Basis (for percentages) | 2018 table context; 2025 table uses 93,006,671 shares outstanding for percentage calculations |
| Pledging/Hedging | Prohibited; none engaged by directors/executive officers |
| Ownership Guidelines | Directors 5x annual retainer; CEO 5x salary; Section 16 officers subject to guidelines (multiples not specified for other executives) |
Track Record & Execution Risk
- Achievements: FY18 objectives-based RSU payout at 109.51% across manufacturing, product capabilities, financial metrics, and IT processes — indicates execution against operational goals .
- Market-relative Performance: TSR-based RSUs (2017) earned at 87.01% (company TSR 72.49% vs benchmark 77.68%); 2016 tranche forfeited (company TSR 6.30% vs benchmark 75.73%) — highlights sensitivity to sector-relative performance .
- Role Stability: Long tenure in controllership and reporting roles suggests continuity in financial controls and reporting execution .
Employment Terms (Severance & CIC Economics)
| Provision | Terms for Harrison |
|---|---|
| CIC cash severance | 1x highest base salary + 1x target bonus (paid partly lump-sum, remainder in installments over one year) |
| Equity upon CIC termination | Intrinsic value of unvested RSUs counted in CIC table ($921,697 as of 3/31/2018) |
| Benefits continuation | Health/welfare premiums for one year ($8,158 as of 3/31/2018) |
| Accrued vacation | Paid in lump sum ($25,750 as of 3/31/2018) |
| Non-CIC severance | Up to 26 weeks base salary; RSUs may accelerate/continue per agreements |
| Post-termination covenants | Non-compete/confidentiality; awards subject to clawback if violated |
| Clawback | Company-wide recoupment policy adopted 2023 per SEC/Nasdaq |
Investment Implications
- Alignment: Harrison’s compensation historically emphasizes performance-based RSUs and prohibits hedging/pledging, supporting shareholder alignment and reducing leverage-related selling risk .
- Retention Risk: Multi-year vesting (performance-based typically over three years; service-based over four years) and post-termination restrictive covenants add retention hooks; non-CIC severance is modest (≤26 weeks), but CIC double-trigger protections exist .
- Trading Signals: Given prohibitions on hedging/pledging and periodic vesting, watch standard Form 4 activity around certification/vesting dates for potential liquidity-driven sells; company indicates none have hedged/pledged, lowering forced-selling risk .
- Disclosure Limitations: Harrison featured as an NEO in earlier years, enabling detailed pay analysis (2016–2018); recent proxies list her as an executive officer but not as an NEO, limiting current-year granularity. Investors should monitor future proxies and Form 4 filings for updated grant sizes and ownership changes .