Philip Chesley
QorvoAbout Philip Chesley
Philip J. Chesley (age 54) is Senior Vice President and President of High Performance Analog at Qorvo, a role he has held since July 2022. He joined Qorvo in November 2021 as Corporate Vice President and President of Infrastructure & Defense Products after senior leadership roles at Renesas (2017–2021) and Intersil (2004–2017). He holds an MBA from Duke University’s Fuqua School of Management and a B.S. from Brigham Young University . During Chesley’s tenure, Qorvo’s company-level performance has included FY2025 non-GAAP operating income of $637.9M and net income of $55.6M, with pay-versus-performance TSR tracking below the S&P 500 Semiconductors peer group in recent years .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Qorvo | SVP & President, High Performance Analog | Jul 2022–present | Leads analog portfolio; aligns long-term performance incentives to gross margin and objectives-based PBRSUs |
| Qorvo | Corporate VP & President, Infrastructure & Defense Products | Nov 2021–Jul 2022 | Oversaw IDP; continuation vesting features support retention and long-term focus |
| Renesas Electronics | VP & GM, Industrial & Communications BU | 2017–2021 | Managed 500+ engineers across Asia and U.S.; drove RF/optical/industrial power and rad‑hard analog into 5G/optical/industrial/satellite markets |
| Intersil | SVP & GM, Automotive, Mil/Aero & Analog | 2004–2017 | Led analog/mixed signal growth into automotive and aerospace segments |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No public company directorships or external board roles disclosed for Chesley |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $478,682 | $497,740 | $517,649 |
| Target Bonus (% of Base) | 90% (set for NEOs) | 90% (set for NEOs) | 90% (set for NEOs) |
| Actual Short‑Term Incentive Paid ($) | $204,522 | $368,294 | $345,802 |
Notes:
- Short‑term incentive program paid 108.1% of target in H1 FY2025 and 40.4% in H2 FY2025 based on revenue and non‑GAAP operating income results .
Performance Compensation
Short‑Term Incentive Mechanics (FY2025 Semiannual)
| Metric | Threshold | Target | Max | Actual (H1 FY25) | Payout Factor (H1) | Actual (H2 FY25) | Payout Factor (H2) |
|---|---|---|---|---|---|---|---|
| Revenue ($M) | 1,593.3 | 1,874.4 | 2,155.6 | 1,933.2 | 60.5% | 1,785.8 | 0.0% |
| Non‑GAAP Operating Income ($M) | 221.2 | 316.0 | 410.7 | 309.6 | 47.6% | 328.3 | 40.4% |
| Total Payout (% of Target) | — | — | — | — | 108.1% | — | 40.4% |
Notes: Metrics equally weighted (50% each); non‑GAAP OI excludes stock‑based comp, amortization, M&A costs, disposal gains/losses, impairments, start‑up, restructuring, capacity reservation adjustments, and other items .
Objectives‑Based PBRSUs (FY2025 Design and Outcome)
| Category | Rationale | Weighting (%) | Assessment | Payout (%) |
|---|---|---|---|---|
| Design wins & revenue goals in new markets | Grow revenue, expand demand, develop key tech | 20 | Achieved | 20 |
| Deploy AI tools to enhance productivity | Efficiency and cost reduction | 20 | Achieved | 20 |
| R&D/design milestones in key technologies/products | Increase revenues, develop tech | 53 | Partial | 46 |
| ML‑based performance improvements | Efficiency and product performance | 14 | Achieved | 14 |
| Content design wins at key customers | Revenue, margins, customer needs, tech | 59 | Partial | 39 |
| ESG: waste/emissions/water/energy targets | Sustainability | 13 | Achieved | 13 |
| Productivity improvements | Efficiency, cycle times | 21 | Achieved | 21 |
| Total (concluded periods) | — | 187 | — | 173 |
Award vesting: 50% upon certification; remaining 50% in equal annual installments over next two years .
Chesley’s FY2025 PBRSUs earned: Target 9,086; earned 15,718 (200% cap; 173% for concluded period; remaining 13% objectives subject to later certification) .
Gross Margin PBRSUs (FY2025 Tranche)
| Metric | Threshold | Target | Max | Actual | Payout (%) |
|---|---|---|---|---|---|
| Non‑GAAP Gross Margin (%) | 43.5 | 45.0 | 46.5 | 45.2 | 113.3 |
Chesley’s FY2025 GM PBRSUs: Target 1,009; earned 1,143 . GM PBRSUs measured over FY25–FY27 with annual certification and vest upon certification .
FY2025 Grants (Structure and Fair Value)
| Grant Type | Grant Date | Threshold (#) | Target (#) | Max (#) | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|
| PBRSUs (Objectives+GM) | 05/15/2024 | 242 | 12,115 | 24,230 | $1,199,991 |
| Service‑based RSUs | 08/13/2024 | — | 7,457 | — | $799,987 |
Service‑based RSUs vest 25% annually over four years .
Equity Ownership & Alignment
| Category (as of Mar 29, 2025) | Shares/Units | Market/Payout Value ($) | Notes |
|---|---|---|---|
| Unvested RSUs (stock awards not yet vested) | 9,504 | $679,536 (at $71.50/share) | Includes service‑based and earned PBRSUs with service tail |
| Unearned PBRSUs (at target) | 2,611 | $186,687 (payout value) | Pending certification/earn‑out |
| FY2025 Shares Vested | 21,362 | $1,931,934 (value realized) | RSU vesting; no stock options held |
Policies and guidelines:
- Hedging and pledging of Qorvo securities are prohibited for directors and employees (including executive officers) .
- Stock ownership guidelines require Section 16 officers to hold at least 1× base salary in Qorvo stock within five years; compliance status not disclosed per individual .
Employment Terms
| Provision | Key Terms |
|---|---|
| Change‑in‑Control Agreements (pre‑Aug 2025) | Double‑trigger; severance equals 1× highest base salary in prior 12 months + 1× target annual bonus; full acceleration of equity awards; one‑year COBRA reimbursement; no excise tax gross‑up for NEOs other than CEO |
| Chesley’s CIC Illustrative Payout (as of 03/29/2025) | Base: $518,032; Bonus: $466,229; Equity: $2,842,125; Benefits: $2,028; Total: $3,828,414 (assumes $71.50/share) |
| Executive Severance Plan (Aug 2025) | Non‑CIC qualifying termination: cash severance equal to base salary + annualized target bonus over 12 months; pro‑rata annual bonus based on actuals; 12 months COBRA; one year of continued vesting for outstanding equity in exchange for non‑compete |
| Amended CIC Agreements (Aug 2025) | Increased cash multiple from 1× to 1.5× for named executive officers (except CFO unchanged); COBRA coverage extended from 12 to 18 months; performance‑based equity accelerated based on greater of target or actual |
| Clawbacks | SEC/Nasdaq‑compliant compensation recoupment policy adopted in 2023; senior officer equity agreements include additional clawback triggers for prohibited conduct; continued vesting post‑termination subject to non‑compete and other covenants |
Company Performance Context (during Chesley’s tenure)
| Metric | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| TSR – $100 investment value | $150.59 | $125.88 | $142.31 | $88.61 |
| Net Income ($M) | $1,033.3 | $103.2 | $(70.3) | $55.6 |
| Non‑GAAP Operating Income ($M) | $1,551.7 | $753.7 | $713.5 | $637.9 |
Fiscal 2025 highlights included gross margin of 41.3% (+180 bps YoY) and operating income of $95.5M; operating cash flow declined to $622.2M from $833.2M YoY . FY2022 revenue growth was +15.7% YoY to $4,646M .
Compensation Structure Analysis
- Mix and performance linkage: For NEOs, ~69% of target total compensation is long‑term equity; PBRSUs (~60% of equity) tied to measured objectives; service RSUs (~40%) vest over four years; CEO’s compensation more equity‑heavy, but NEOs still majority at‑risk .
- Metric evolution: FY2025 added Gross Margin PBRSUs to reinforce longer‑term profitability targets alongside objectives‑based milestones .
- Governance: Prohibitions on repricing, hedging/pledging; robust clawbacks; strong stock ownership guidelines; say‑on‑pay approval was 94.2% in 2024 .
Investment Implications
- Alignment: Chesley’s incentives are materially performance‑based (PBRSUs tied to strategic objectives and multi‑year non‑GAAP gross margin), with service RSUs providing retention. Continued vesting post‑termination subject to non‑compete and covenants further aligns behavior toward long‑term value .
- Selling pressure: FY2025 RSU vesting for Chesley totaled 21,362 shares ($1.93M), and he holds meaningful unvested/uneared equity (9,504 RSUs unvested; 2,611 PBRSUs at target). While vesting events can create discretionary sales, hedging/pledging prohibitions reduce forced‑sale risk; monitor Form 4 filings around August/May vest dates noted in 2024 grant cycle .
- Retention/CoC economics: August 2025 enhancements (1.5× cash, extended COBRA, favorable performance equity measurement) improve executive retention and reduce exit risk during strategic events, but modestly increase potential change‑in‑control costs to shareholders; Chesley’s illustrative CIC package totaled ~$3.83M as of FY2025 .
- Performance backdrop: Company TSR and non‑GAAP operating income moderated in FY2023–FY2025 versus FY2022 highs, underscoring importance of margin‑linked PBRSUs added in FY2025; watch future GM PBRSU tranches (FY2026–FY2027) for payout calibration .