Richard Clemmer
QorvoAbout Richard L. Clemmer
Richard L. “Rick” Clemmer (age 73) joined Qorvo’s board in April 2025 as an independent director and serves on the Compensation Committee. He is the Founding Partner of Socratic Partners and the former CEO/President of NXP Semiconductors (2009–May 2020). He previously served as CEO of Agere Systems (2005–2007) and as a senior advisor to KKR (2007–2008), with earlier executive leadership roles at Texas Instruments and Quantum. He currently sits on the boards of HP Inc. and Seagate Technology. The Board has determined he is independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NXP Semiconductors N.V. | Chief Executive Officer and President | 2009–May 2020 | Led strategic transactions and global semiconductor operations |
| Agere Systems Inc. | President and Chief Executive Officer | 2005–2007 | Oversaw integrated circuits components business |
| Kohlberg Kravis Roberts & Co. | Senior Advisor | 2007–2008 | Private equity advisory experience |
| Texas Instruments, Inc. | Executive leadership positions | Not disclosed | Semiconductor leadership roles |
| Quantum Corporation | Executive leadership positions | Not disclosed | Storage industry leadership roles |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| HP Inc. | Director | Current | Public company directorship |
| Seagate Technology Holdings plc | Director | Current | Public company directorship; interlocks with Qorvo director Judy Bruner (also on Seagate board) |
| Aptiv PLC | Director | Prior | Former public board service |
| NXP Semiconductors N.V. | Director | Prior | Former public board service |
| NCR Corporation | Director | Prior | Former public board service |
| Socratic Partners | Founding Partner | Current | VC firm investing in semiconductors |
Board Governance
- Committee assignments: Compensation Committee member (chair is Dr. Walden C. Rhines). The committee oversees officer pay, incentive plan risk, clawbacks, human capital, and succession elements.
- Independence: The Board determined Mr. Clemmer is independent under Nasdaq standards; all committee members are independent.
- Attendance and engagement: Qorvo expects directors to attend all Board/committee meetings; in FY2025, all directors then in office attended at least 75% of Board and assigned committee meetings (Mr. Clemmer joined after FY2025 year-end).
- Board leadership: Chair and CEO roles are separated; an independent Chair/Lead Independent Director presides over executive sessions at all regular meetings.
- Board refreshment: Three new independent directors (Clemmer, Koopmans, Lowe) appointed in the last ~7 months.
Fixed Compensation (Non-Employee Director Structure)
| Component | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer (all directors) | $95,000 | |
| Board Chair additional retainer | $110,000 | |
| Audit Committee Chair retainer | $30,000 | |
| Compensation Committee Chair retainer | $20,000 | |
| Governance & Nominating Committee Chair retainer | $15,000 | |
| Annual equity grant (RSUs) | ~$225,000 grant-date value; vests on the earlier of 1 year from grant or day before next Annual Meeting (service-based) | |
| Ownership guidelines | Directors must own 5x annual cash retainer within 5 years | |
| Hedging/pledging | Prohibited for directors | |
| Non-employee director award cap | Total annual value (equity + cash) capped at $750,000 |
Note: Mr. Clemmer joined in April 2025 (after FY2025 year-end), so FY2025 director compensation totals do not include him.
Performance Compensation (Directors)
| Feature | Detail | Source |
|---|---|---|
| Performance metrics | Not applicable for non-employee director grants; annual RSUs are time-based and vest by next annual meeting | |
| Award cap | Non-employee director compensation (cash + equity) limited to $750,000 in any 12-month period |
Other Directorships & Interlocks
| Relationship | Detail | Source |
|---|---|---|
| Current external boards | HP Inc.; Seagate Technology Holdings plc (Clemmer) | |
| Board interlock within Qorvo network | Judy Bruner (Qorvo director) also serves on Seagate’s board | |
| Independence assessment | Board concluded independent status for Clemmer; no relationships interfering with independent judgment |
Expertise & Qualifications
- 50+ years in global high-tech across semiconductors, storage, and software; multiple CEO roles (NXP, Agere) and deep M&A/strategic transactions experience.
- Founding Partner of Socratic Partners (semiconductor-focused VC); brings operator-investor perspective to compensation, retention, and incentive design.
- Public board experience at HP Inc., Seagate Technology, and prior service on Aptiv, NXP, and NCR boards.
Equity Ownership
| Item | Detail | Source |
|---|---|---|
| Beneficial ownership (as of May 30, 2025) | 250 shares; <1% of outstanding shares | |
| Pledged shares | None; company discloses none of its directors/executive officers have pledged Qorvo stock | |
| Ownership guideline | Directors required to hold shares equal to 5x annual cash retainer within 5 years | |
| Trading policy | Hedging and pledging of Qorvo securities is prohibited |
Governance Assessment
- Independence and committee fit: The Board designated Clemmer as independent and placed him on the Compensation Committee, which oversees pay risk, clawback policy, and human capital—areas aligned with his multi-decade operating and M&A background.
- Alignment and incentives: Director comp combines a $95k cash retainer with an annual ~$225k time-based RSU and a 5x retainer stock ownership guideline (5-year window), reinforcing alignment while capping director pay at $750k per year.
- Interlocks: Current overlap on Seagate’s board with Qorvo director Judy Bruner should be monitored for information flow; Qorvo’s Governance & Nominating Committee is tasked with conflict oversight, and the Board’s independence review found no relationships impairing independence.
- Engagement baseline: All directors then in office attended ≥75% of FY2025 Board and committee meetings; executive sessions of independent directors occur at all regular meetings under independent leadership. (Clemmer’s appointment post-FY2025 limits attendance disclosure for that fiscal year.)
- Related-party and trading controls: No related-person transactions requiring disclosure since March 30, 2024; hedging/pledging prohibited under the company’s trading policy.
- Board refreshment and structure: Appointment is part of recent refresh (three new independent directors in ~7 months). Qorvo separates Chair/CEO roles and maintains independent leadership.