Judy Bruner
QorvoAbout Judy Bruner
Independent director at Qorvo since 2021; age 66. Former EVP, Administration & CFO at SanDisk and prior CFO of Palm, with earlier finance roles at 3Com, Ridge Computers, and Hewlett‑Packard . Currently Audit Committee Chair and member of the Governance & Nominating Committee at Qorvo; the Board has determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SanDisk Corporation | EVP, Administration & CFO | 2004–2016 | Led finance, investor relations, enterprise risk management and IT/cybersecurity . |
| Palm, Inc. | SVP & CFO | 1999–2004 | Senior finance leadership . |
| 3Com; Ridge Computers; Hewlett‑Packard | Financial management roles | Prior to 1999 | Progressive finance roles . |
External Roles
| Company | Role | Since | Committees/Notes |
|---|---|---|---|
| Applied Materials, Inc. | Director | 2016 | Chairs Audit; Chairs Corporate Governance & Nominating . |
| Rapid7, Inc. | Director | 2016 | Board member . |
| Seagate Technology Holdings plc | Director | 2018 | Board member . |
Board Governance
- Committee assignments: Audit Committee Chair; Governance & Nominating Committee member .
- Independence: Board determined Ms. Bruner is independent; Qorvo’s committees comprise independent directors .
- Audit expertise: Identified as an “audit committee financial expert” by the Board .
- Attendance and engagement: In FY2025, all directors attended at least 75% of Board and assigned committee meetings; FY2025 meetings held – Board (15), Audit (7), Compensation (8), Governance & Nominating (9). All directors then in office attended the 2024 annual meeting .
- Executive sessions: Independent directors met in executive session at all regularly scheduled meetings; led by the Lead Independent Director .
- Hedging/Pledging: Prohibited for directors; reinforces alignment and risk control .
Fixed Compensation (Director)
| Component (FY2025) | Amount |
|---|---|
| Annual cash retainer (all directors) | $95,000 |
| Audit Committee Chair fee | $30,000 |
| Governance & Nominating Committee Chair fee (not applicable to Bruner in FY25) | $15,000 |
| Board Chair fee (not applicable to Bruner) | $110,000 |
Director compensation actually paid to Judy Bruner in FY2025:
- Cash fees: $123,819; RSU grant value: $224,966; Total: $348,785 .
Performance Compensation (Director Equity)
| Equity Element | FY2025 Grant | Vesting | Notes |
|---|---|---|---|
| Annual RSU award | ~$225,000 value; granted as 2,097 RSUs for Bruner | Vests on earlier of 1 year from grant or day before next annual meeting, subject to service | Standard annual re‑elected director grant . |
Stock ownership guideline: Directors must own shares equal to 5x annual cash retainer within five years; no hedging or pledging allowed .
Other Directorships & Interlocks
- Current other public boards: Applied Materials; Rapid7; Seagate .
- Notable interlock history: Qorvo CEO Robert Bruggeworth served on Seagate’s board from Nov 2022 to Oct 2024, while Bruner has been on Seagate’s board since 2018—creating a historical external board overlap through Oct 2024 .
- Qorvo Compensation Committee interlocks: None disclosed in FY2025 .
Expertise & Qualifications
- Deep finance, accounting, strategic planning and ERM experience from CFO roles; oversight of cybersecurity and IT at prior companies; recognized as audit committee financial expert .
- Governance leadership: Chairs Qorvo Audit Committee; prior and current audit/governance chair roles externally (AMAT) .
Equity Ownership
| Holder | Beneficial Ownership (5/30/2025) | Percent of Class | Notes |
|---|---|---|---|
| Judy Bruner | 5,606 shares | <1% (*) | None of the directors or executive officers has pledged Qorvo stock . |
- Director annual RSU activity (Form 4s):
- 2024‑08‑13: Award of 2,097 RSUs; post‑transaction ownership 7,703 shares .
- 2025‑08‑14: Award of 2,496 RSUs; post‑transaction ownership 10,199 shares .
Stock ownership guideline: 5x annual retainer within five years; counts common and time‑vested restricted stock/RSUs held by the director or qualifying indirect holdings .
Governance Assessment
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Strengths for investor confidence:
- Independent Audit Chair with audit committee financial expert designation; strong finance and ERM background .
- Robust director ownership guideline (5x retainer) and prohibition on hedging/pledging; annual independent director executive sessions .
- No related‑party transactions requiring disclosure since March 30, 2024 .
- High say‑on‑pay support in 2024 (94.2%), signaling shareholder alignment on compensation oversight .
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Watch items / potential risks:
- Multiple concurrent public company directorships (AMAT, Rapid7, Seagate) increase time commitments; investors may monitor aggregate board workload for an Audit Chair .
- Historical interlock with Qorvo’s CEO on Seagate’s board through Oct 2024; now ended, but a prior external overlap to note for independence optics .
-
Director Compensation Alignment:
- Mix emphasizes equity with time‑based vesting (no performance metrics for directors), aligning interests while avoiding pay structures that could impair independence .
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Policies and Controls:
- Clawback policy adopted and administered by the Compensation Committee; strong related‑party review policy via Governance & Nominating Committee .
Overall, Judy Bruner’s profile—independent Audit Chair, audit financial expert, and seasoned former CFO—supports board effectiveness in oversight of financial reporting, risk, and cybersecurity. The primary governance consideration is workload across multiple public boards, balanced by strong attendance expectations and independent status at Qorvo .