Robert Bruggeworth
QorvoAbout Robert Bruggeworth
Robert A. Bruggeworth (age 64) is President and CEO of Qorvo and a director since Qorvo’s incorporation in December 2013; he previously served as RFMD’s CEO (2003–2015) and held senior roles at AMP Inc. (now TE Connectivity) from 1983–1999 . In FY2025, Qorvo reported 41.3% gross margin (vs. 39.5% in FY2024), operating income of $95.5M (vs. $91.7M), and diluted EPS of $0.58 (vs. $(0.72)) with $622.2M operating cash flow (vs. $833.2M) . Pay-versus-Performance disclosure shows Qorvo’s 5-year TSR “value of $100” at $88.61 in 2025 vs. peer group $495.89, highlighting relative underperformance; “compensation actually paid” to the CEO was $5.60M in 2025 vs. $13.11M SCT total .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Qorvo | President & CEO; Director | 2013–present | Leads strategy, M&A, and global operations; >30 years in semiconductor manufacturing/marketing . |
| RF Micro Devices (RFMD) | President & CEO; Director | 2003–2015 | Senior leadership through industry cycles prior to Qorvo incorporation . |
| AMP Inc. (now TE Connectivity) | Manufacturing/engineering roles; Divisional VP Global Computer & Consumer Electronics (Hong Kong) | 1983–1999 | Global manufacturing, sourcing, and marketing leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| MSA Safety Incorporated | Director; Lead Independent Director | Director since 2007; Lead ID since May 2017 | Public co. board leadership experience . |
| Seagate Technology Holdings plc | Director | Nov 2022–Oct 2024 | Public co. board service . |
| Semiconductor Industry Association | Chair; Vice Chair | Chair 2021; Vice Chair 2020 | Industry leadership roles . |
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base salary ($) | 995,431 | 1,035,248 |
| Target annual bonus (% of base) | 160% | 160% |
| CEO total compensation (SCT) ($) | 12,816,409 | 13,106,962 |
| “Compensation Actually Paid” ($) | 16,793,614 | 5,599,243 |
Notes:
- Limited perquisites (executive physicals; security services for a limited period; $29,000 security cost recognized for CEO in FY2024 disclosure) .
- 2024 Say-on-Pay approval: 94.2% .
Performance Compensation
Short-Term Incentive (STI) – Semiannual
- Metrics: Revenue (50%) and Non-GAAP Operating Income (50%); linear payout from 30%–200% of target; CEO target is 160% of base .
| Period | Revenue Target ($M) | Revenue Actual ($M) | Payout % | Non-GAAP Op Inc Target ($M) | Actual ($M) | Payout % | Total Payout % of Target |
|---|---|---|---|---|---|---|---|
| 1H FY2025 | 1,874.4 | 1,933.2 | 120.9% | 316.0 | 309.6 | 95.3% | 108.1% |
| 2H FY2025 | 2,183.8 | 1,785.8 | 0.0% | 357.7 | 328.3 | 80.8% | 40.4% |
- Non-Equity Incentive Plan Compensation (CEO, FY2025): $1,228,550 .
Long-Term Incentives (LTI)
- Mix: ~60% PBRSUs (Objectives-based ≈75% of PBRSU value; Gross Margin PBRSUs ≈25%) and ~40% Service-based RSUs; PBRSUs vest 50% at certification and 50% over two years; Gross Margin PBRSUs vest upon annual certification; Service-based RSUs vest 25% annually over 4 years .
- Objectives-based PBRSUs (FY2025 performance period)
- Outcome: Earned at 173% for concluded periods (max 200%) .
- CEO Grant (Target/Earned): 49,066 target; 84,884 earned (max-eligible 98,132) .
- Gross Margin PBRSUs (FY2025 tranche of 3-year design) | FY | Threshold | Target | Max | Actual | Payout % | |---|---:|---:|---:|---:|---:| | 2025 Non-GAAP Gross Margin | 43.5% | 45.0% | 46.5% | 45.2% | 113.3% |
- CEO Grant (Target/Earned for FY2025 portion): 5,451 target; 6,177 earned (max-eligible 10,902) .
- Service-based RSUs (FY2025) | Grant Date | CEO Service-based RSUs | |---|---:| | 8/13/2024 | 40,268 |
PBRSU Objectives – FY2025 Design and Payout Snapshot
| Objective Category (examples) | Weighting % | Assessment | Payout % |
|---|---|---|---|
| Design wins/revenue goals in new markets | 20% | Achieved | 20% |
| Deploy AI tools to enhance productivity | 20% | Achieved | 20% |
| R&D milestones in key tech/products | 53% | Partial | 46% |
| ML to improve product performance | 14% | Achieved | 14% |
| Content design wins at key customers | 59% | Partial | 39% |
| ESG: waste/emissions/water/energy | 13% | Achieved | 13% |
| Productivity improvements | 21% | Achieved | 21% |
| Total for concluded periods | 187% weighted | — | 173% payout |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 131,749 shares; <1% of outstanding . |
| Shares vested in FY2025 | 95,517 shares; $9,612,462 value . |
| Unvested/Unearned (as of 3/29/2025) | CEO had 40,268 unvested Service RSUs (8/13/2024); 51,328 unvested and 14,093 unearned PBRSUs from 2024 grant; multiple prior-year tranches outstanding . |
| Ownership guidelines | CEO must hold 5x base salary in stock . |
| Hedging/pledging | Prohibited; none by directors/officers . |
Employment Terms
- Employment agreement: rolling two-year term with automatic daily extension until notice; includes confidentiality, non-disparagement, non-compete and non-solicit covenants; strong forfeiture/recoupment (“Prohibited Activity” clawback) .
- Termination without cause / good reason: 2x base salary (paid over 2 years), accrued bonus, special bonus equal to 2x target bonus (over 2 years), 2 years health benefits continuation; performance-based awards eligible pro-rata based on actual performance .
- Change-in-control (CIC) agreements (double-trigger): upon qualifying termination within 2 years post-CIC (or 90 days pre-CIC for terminations without cause), CEO receives 2x base salary + 2x target bonus, 2 years health benefits, and full vesting/acceleration of equity; “best-net” approach for 280G excise tax (no gross-up in CIC agreements) .
- Employment agreement 280G gross-up: CEO’s legacy employment agreement includes 280G excise tax gross-up if applicable (red flag); if a <5% reduction avoids excise tax, payments are cut instead of grossed up .
- Company-wide clawback: SEC/Nasdaq-compliant recoupment policy plus additional award-level clawbacks .
Board Governance (director service and dual-role implications)
- Director since 2013; currently serves as President & CEO; the Board Chair and Lead Independent Director is Dr. Walden C. Rhines (independent), and 100% of non-executive directors are independent (89% of current directors independent overall) .
- Committees: CEO is not on Board committees; Audit, Compensation, and Governance & Nominating committees are fully independent .
- Executive sessions: independent directors meet in executive session at all regular meetings .
- Board meeting attendance: all directors in office attended ≥75% of meetings in FY2025; Board held 15 meetings .
- Special meetings right: In May 2025, bylaws amended to allow holders of 25%+ of voting power to call a special meeting (Board opposes lowering to 10%) .
- Substantial board refresh: three new independent directors appointed in the ~7 months prior to the proxy .
Director/Other Compensation and Policies (selected)
- CEO receives only executive compensation, not director fees (director compensation applies to non-employee directors) .
- Stock ownership guidelines: directors 5x annual retainer; CEO 5x salary .
- Hedging/pledging prohibitions apply to directors and employees .
Compensation Peer Group (for benchmarking)
- FY2025 peers include: AEIS, ALGM, CIEN, CRUS, COHR, DIOD, ENTG, KEYS, MRVL, MCHP, MKSI, ON, STX, SWKS, TER, TRMB, ZBRA .
- Compensia serves as independent compensation consultant .
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay Approval |
|---|---|
| 2024 | 94.2% |
Related Party Transactions and Risk Indicators
- Related party transactions: none requiring disclosure since March 30, 2024 .
- Prohibitions on hedging/pledging and robust clawbacks reduce misalignment risk .
- 280G excise tax gross‑up in CEO’s legacy employment agreement is a shareholder‑unfriendly provision (red flag); note CIC agreements themselves use “best‑net,” no gross‑up .
Performance & Track Record (select company metrics during tenure)
| Metric (Company) | FY2024 | FY2025 |
|---|---|---|
| Gross Margin | 39.5% | 41.3% |
| Operating Income ($M) | 91.7 | 95.5 |
| Diluted EPS ($) | (0.72) | 0.58 |
| Operating Cash Flow ($M) | 833.2 | 622.2 |
| TSR “value of $100” | 142.31 | 88.61 |
| Peer Group TSR “value of $100” | 463.10 | 495.89 |
Investment Implications
- Alignment and incentives: High share of at‑risk pay (CEO ~60% performance-based), with new PBRSUs tied to multi‑year non‑GAAP gross margin targets and Objectives-based milestones; STI tied to revenue and non‑GAAP operating income creates near‑term operating leverage focus .
- Retention and selling pressure: Significant FY2025 vesting (95.5K shares for CEO; $9.6M value) and sizable unvested/unearned awards may create periodic supply as shares settle, though hedging/pledging is prohibited and ownership guidelines apply .
- Governance risk mitigants: Independent Chair and fully independent committees with regular executive sessions offset dual‑role concerns; robust clawback and anti‑hedging/pledging strengthen alignment .
- Payout risk and shareholder optics: CEO employment agreement includes a 280G gross‑up (legacy provision), while CIC agreements use “best‑net” without gross‑ups; potential for sizable CIC payouts remains a consideration .
- Execution and relative performance: While FY2025 showed gross margin improvement and positive EPS, multi‑year TSR has trailed the S&P 500 Semiconductors index peer set; introduction of Gross Margin PBRSUs (113.3% FY2025 payout) signals explicit focus on sustainable margin expansion .