Grant Brown
QorvoAbout Grant Brown
Grant A. Brown, age 48, is Senior Vice President and Chief Financial Officer of Qorvo, serving as CFO since August 2022 after an interim CFO period from April–August 2022; prior roles include VP of Treasury (from October 2018), Director of Corporate FP&A, Business Unit Controller, and Director of Strategic Marketing, with earlier experience at TriQuint in Investor Relations and FP&A; he holds a B.S. in Industrial Engineering (now Management Science and Engineering) from Stanford University and is a CFA charterholder . Company performance during his NEO tenure included fiscal 2025 gross margin of 41.3% (vs. 39.5% in 2024), operating income of $95.5M (vs. $91.7M), diluted EPS of $0.58 (vs. -$0.72), and cash from operations of $622.2M (vs. $833.2M) . Pay‑versus‑performance disclosures show Qorvo’s TSR-based $100 value at $88.61 in 2025 (peer group $495.89) alongside net income of $55.6M and non‑GAAP operating income of $637.9M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Qorvo | Senior Vice President & Chief Financial Officer | Aug 2022–present | Leads finance, IR, regulatory reporting, corp dev/M&A and IT; enterprise-wide financial stewardship |
| Qorvo | Interim Chief Financial Officer | Apr 2022–Aug 2022 | Transitional leadership of finance through CFO change |
| Qorvo | Vice President of Treasury | From Oct 2018 (end date not disclosed) | Capital structure, liquidity, and treasury risk management |
| Qorvo | Director, Corporate FP&A; Business Unit Controller; Director of Strategic Marketing | Not disclosed | Planning/analysis, BU financial controls, commercial strategy support |
| TriQuint (predecessor) | Director, Investor Relations; Manager, FP&A | Not disclosed | External investor communications and corporate planning |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CFA Institute | CFA Charterholder | Not disclosed | Technical finance credential supporting capital markets credibility |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $451,344 | $603,942 / Base rate $605,000 | $634,668 / Base rate $635,250 |
| Target Bonus (% of Base) | — | 90% | 90% |
| Non‑Equity Incentive Plan Compensation ($) | $150,774 | $446,988 | $423,940 |
Notes:
- Short‑term incentives are measured over two six‑month periods, 50% weighting each for revenue and non‑GAAP operating income; semiannual payout factors were 108.1% (H1) and 40.4% (H2) of target for FY2025 .
Performance Compensation
Long-term PBRSU metrics and vesting
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Non‑GAAP Gross Margin (FY2025) | PBRSU component (~25% of PBRSU grant value) | 45.0% | 45.2% | 113.3% | Earned annually per year’s certification; if earned, vests upon certification for each of three one‑year periods |
| Objectives‑based PBRSUs (FY2025) | ~75% of PBRSU grant value | Multiple project/initiative goals (see below) | Achieved/Partial across goals | 173% of maximum 200% for concluded periods | 50% upon certification; remaining 50% in equal annual installments over the following two years |
Objectives‑based PBRSU performance detail (company‑wide goals apply to NEOs):
| Objective Category | Weighting % | Performance Assessment | Payout % |
|---|---|---|---|
| Design win & revenue goals in new markets | 20% | Achieved | 20% |
| Explore/deploy AI tools for productivity | 20% | Achieved | 20% |
| R&D milestones for key technologies/products | 53% | Partial | 46% |
| ML to improve product performance | 14% | Achieved | 14% |
| Content design wins at key customers | 59% | Partial | 39% |
| Sustainability (waste/emissions/energy) | 13% | Achieved | 13% |
| Productivity improvements (teams/facilities) | 21% | Achieved | 21% |
| Total for concluded periods | 187% of measured weight | — | 173% payout of 200% maximum |
Grant and earned awards for Grant Brown (FY2025 cycle):
| Award Type | Grant Date | Target (#) | Max (#) | Earned (#) |
|---|---|---|---|---|
| Objectives‑based PBRSUs | 5/15/2024 | 17,567 | 35,134 | 22,792 |
| Gross Margin PBRSUs (FY2025 tranche) | 5/15/2024 | 1,464 | 2,928 | 1,659 |
| Service‑based RSUs | 8/13/2024 | 10,813 | — | — (time‑vest) |
Vesting schedules:
- Service‑based RSUs: vest 25% per year over four years .
- Objectives‑based PBRSUs: if earned, 50% vests upon certification; remaining 50% vests in equal annual installments over the next two years .
- Gross margin PBRSUs: established over three one‑year periods; each year’s portion, if earned, vests after certification .
Stock vested (realized) in FY2025:
| Name | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| Grant A. Brown | 14,556 | $1,444,261 |
Note: Plans permit share withholding upon vesting to satisfy taxes .
Equity Ownership & Alignment
| Measure | Value |
|---|---|
| Beneficial ownership (common shares) | 11,626 shares; <1% of class |
| Pledging/Hedging | Prohibited by policy; none by directors/executives |
| Stock ownership guidelines | Section 16 officers must own ≥1x base salary within 5 years |
| ESPP participation (aggregate 2015–2025) | 2,743 shares purchased |
| Options held | None by NEOs |
Outstanding equity awards at FY2025 year‑end (Grant Brown):
| Grant Date | Award Type | Unvested Units (#) | Market Value ($) |
|---|---|---|---|
| 8/13/2024 | Service‑based RSUs | 10,813 | $773,130 |
| 5/15/2024 | Service‑based RSUs | 13,782 | $985,413 |
| 5/15/2024 | PBRSUs – unearned (at target) | 3,785 | $270,628 |
| 8/15/2023 | Service‑based RSUs | 7,559 | $540,469 |
| 5/15/2023 | Service‑based RSUs | 10,568 | $755,612 |
| 9/5/2022 | CFO appointment grant (time‑vest) | 11,094 | $793,221 |
| 8/9/2022 | Service‑based RSUs | 846 | $60,489 |
| 5/16/2022 | Service‑based RSUs | 364 | $26,026 |
| 8/10/2021 | Service‑based RSUs | 233 | $16,660 |
Valuation uses $71.50 closing price on March 28, 2025 .
Employment Terms
Change‑in‑control (CIC) agreement highlights (double‑trigger):
- CIC severance equals 2× highest annual base salary rate and 2× target annual bonus for Brown (paid partly lump‑sum then installments); continuation of health/welfare benefits for 2 years; equity awards accelerate/fully vest; best‑net excise tax methodology (no tax gross‑up) .
- CIC payout illustration (as of March 29, 2025 at $71.50 share price): Base salary $1,270,500; Bonus $1,143,450; Stock awards intrinsic value $4,221,646; Benefits continuation $6,547; Total $6,642,143 .
Other termination scenarios (without CIC):
- Cash severance generally up to 26 weeks of base salary under general severance program (for involuntary termination); RSUs may be subject to acceleration or continued vesting per award agreements and restrictive covenants .
Restrictive covenants and clawbacks:
- Confidentiality, non‑solicit, and non‑compete provisions apply; failure to comply forfeits benefits; company clawback policy adopted in 2023 per SEC/Nasdaq rules covers erroneously awarded incentive comp; equity award agreements include additional clawback/recoupment .
Equity plan administration and timing:
- Annual equity grants typically in May (PBRSUs) and August (service RSUs); no options/SARs currently granted; no backdating/spring‑loading; prohibition on repricing without shareholder approval .
Investment Implications
- Strong pay‑for‑performance design: majority of Brown’s LTIs are PBRSUs tied to measurable objectives and multi‑year non‑GAAP gross margin targets, with FY2025 payouts of 173% (objectives) and 113.3% (gross margin), aligning compensation with operational outcomes and profitability improvement .
- Alignment and low governance risk: meaningful stock ownership requirements, prohibition on pledging/hedging, and clawback policy reduce misalignment/agency risk; lack of options and four‑year time‑vesting RSUs promote retention rather than short‑term risk‑taking .
- Retention and selling pressure: continued vesting post‑termination (subject to covenants) and annual RSU schedules imply ongoing share delivery; FY2025 vesting realized $1.44M for Brown and shares may be withheld for taxes, moderating potential selling flow .
- CIC economics: double‑trigger structure with 2× salary/bonus, benefit continuation, and full vesting creates predictable outcomes in strategic transactions without tax gross‑ups, limiting excessive parachute risk while preserving executive stability through deal cycles .