Paul Fego

About Paul Fego

Paul J. Fego, age 68, is Senior Vice President and President of Global Operations at Qorvo, responsible for wafer fabrication, assembly and test operations; he has served as Corporate Vice President of Global Operations since July 2018 and was promoted to Senior Vice President in July 2022 . Prior roles include leadership positions at Texas Instruments (1980–1989; 2005–2017), STMicroelectronics (1989–1996), and Photronics, where he rose to President & COO (2002–2005), reflecting deep semiconductor manufacturing expertise across nine countries . Company performance in FY2025 included gross margin of 41.3% (up from 39.5% FY2024), operating income of $95.5M (vs. $91.7M FY2024), diluted EPS of $0.58 (vs. loss of $0.72 FY2024), and cash from operations of $622.2M (vs. $833.2M FY2024), underlining operational improvements despite pricing pressure . Qorvo’s Pay-Versus-Performance disclosure shows cumulative TSR of $88.61 (Company) vs $495.89 (peer group) since March 28, 2020, with FY2025 net income of $55.6M and non-GAAP operating income of $637.9M; key compensation-linked measures are revenue, non-GAAP operating income, and non-GAAP gross margin .

Past Roles

External Roles

None disclosed (no current public company directorships or external board roles for Mr. Fego) .

Fixed Compensation

Notes:

• Target short-term incentive opportunities are set semi-annually based on revenue and non-GAAP operating income; no guaranteed minimum payout .

Performance Compensation

Short-Term Incentives (FY2025 – Semiannual Structure)

Definition: Non-GAAP operating income excludes stock-based comp, amortization of intangibles, acquisition/integration costs, gains/losses on assets, impairments, start-up and restructuring charges, capacity reservation adjustments, and certain other items .

Long-Term Incentives (RSUs/PBRSUs)

• Grant dates: PBRSUs (Objectives-based and Gross Margin) on May 15, 2024; Service-based RSUs on August 13, 2024 .
• Vesting:
  • Objectives-based PBRSUs: 50% vests upon Compensation Committee certification; remaining 50% vests in equal annual installments over the following two years .
  • Gross Margin PBRSUs: earned and vest upon annual certification for each of three one-year periods (FY2025–FY2027) .
  • Service-based RSUs: 25% on each anniversary of grant date over four years .

PBRSU Performance Objectives (Company-level; applicable to all NEOs including Mr. Fego):

Mr. Fego – Award Outcomes:

Gross Margin PBRSU Performance (FY2025):

Equity Ownership & Alignment

• Beneficial Ownership (shares; “<1%” denotes less than one percent of outstanding): | Metric | FY 2023 | FY 2024 | FY 2025 | |---|---|---|---| | Shares Beneficially Owned | 5,524 | 7,163 | 20,423 | | % of Class | <1% | <1% | <1% |

• Outstanding Equity Awards at FY2025 Year-End (March 29, 2025; price $71.50/share): | Award Type | Grant Date | Unvested Shares (#) | Market Value ($) | |---|---|---:|---:| | Service-based RSUs | 8/13/2024 | 9,694 | 693,121 | | Objectives-based PBRSUs (vests: 50% at certification, remainder over two years) | 5/15/2024 | 12,356 | 883,454 | | Gross Margin PBRSUs (at target; vest upon certification) | 5/15/2024 | 3,393 | 242,600 |

• Alignment Policies:

  • Hedging and pledging of Qorvo securities are prohibited; the proxy states none of our directors or executive officers has pledged Qorvo stock .
  • Ownership guidelines require Section 16 officers to hold stock equal to 1x base salary; CEO 5x; directors 5x annual retainer .

Employment Terms

• Change-in-Control Protections: Double-trigger (requires qualifying termination within two years post-CIC; includes 90 days pre-CIC for non-cause terminations) .
• Post-termination vesting: For senior officers, PBRSUs and Service RSUs generally continue to vest on original schedules after termination not for cause, subject to non-compete and confidentiality covenants; violations trigger forfeiture/clawback of vested and unvested awards .
• Clawback Policy: Adopted in 2023 in line with SEC/Nasdaq rules; recovery of erroneously awarded incentive compensation upon accounting restatements; additional clawbacks apply for misconduct/restrictive covenant breaches .
• Hedging/Pledging ban: Company-wide prohibition for directors/officers/employees .

Potential Payments Upon Qualifying Termination Following a Change in Control (as of March 29, 2025):

Investment Implications

• Pay-for-performance alignment is strong: STI tied to revenue and non-GAAP operating income (with H1 payout 108.1% and H2 40.4% of target), and LTI PBRSUs tied to measurable objectives and gross margin (FY2025 GM payout 113.3%), directly linking compensation to operational and margin outcomes .
• Vesting calendar implies periodic supply from equity awards: Service RSUs vest annually (25% per year), Objectives-based PBRSUs vest half immediately upon certification and the remainder over two years, and GM PBRSUs vest upon annual certification; monitoring upcoming certification dates may highlight potential insider selling windows .
• Retention risk mitigants: Continued vesting after termination (subject to covenants) and double-trigger CIC protections reduce turnover risk; clawbacks and anti-hedging/pledging policies enhance alignment and limit adverse governance signals .
• Ownership “skin in the game”: Mr. Fego’s beneficial ownership is <1% of shares outstanding but increasing (5,524 → 7,163 → 20,423 from FY2023–FY2025); Section 16 ownership guidelines (1x salary) apply, though individual compliance status is not disclosed .
• Company performance context: FY2025 margin expansion and positive EPS support incentive payouts, while TSR lagging peers underscores execution focus on profitable growth and margin improvement as reflected in compensation metrics .