Roderick Nelson
QorvoAbout Roderick D. Nelson
Independent director of Qorvo since 2015 (age 65), Nelson is Chair of the Governance & Nominating Committee and a member of the Audit Committee. He is a wireless technology expert and former EVP/CTO of AT&T Wireless; he has founded and led multiple communications-focused companies and holds numerous wireless communications patents. The Board has determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nelson Technology Partners, Inc. | Founder & Principal | 2022–Present | Strategic/operational advice to communications companies |
| Tritech Sales and Services, LLC | Co‑founder & Principal | 2009–Present | Strategic product, business development & sales consulting |
| Geoverse, LLC | Co‑founder; Chief Executive Officer | Co‑founded 2017; CEO Jun 2018–Apr 2022 | Designed/deployed in‑building LTE systems |
| Globetouch, Inc. | Chief Technology Officer | Jan 2015–Aug 2017 | Global 3G/LTE mobile broadband services for IoT |
| AT&T Wireless Services | EVP & Chief Technology Officer | ~20‑year career (dates not specified) | Led Technology Development Group; deployed first 3G networks in U.S. |
| TriQuint Semiconductor, Inc. (Qorvo predecessor) | Director | 2012–2015 | Board service at predecessor entity |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| (Public company boards) | None disclosed in QRVO 2025 proxy for Mr. Nelson | N/A | No other current public directorships disclosed |
| TriQuint Semiconductor, Inc. | Director | 2012–2015 | Predecessor to Qorvo |
Board Governance
- Committee assignments (FY2025): Audit Committee member; Governance & Nominating Committee Chair. Current audit members: Bruner (Chair), Harding, Koopmans, Nelson. G&N members: Bruner, Spradley, Nelson (Chair), Rhines.
- Independence: Board determined Nelson is independent under Nasdaq standards; all committee members are independent.
- Attendance and engagement: All directors attended ≥75% of Board and assigned committee meetings in FY2025; Board met 15 times, Audit 7, Compensation 8, Governance & Nominating 9. Independent directors met in executive session at all regularly scheduled Board meetings.
- Board leadership: Chair and Lead Independent Director is Dr. Walden C. Rhines (independent).
Fixed Compensation (Non‑Employee Director – FY2025)
| Component | FY2025 Details | Source |
|---|---|---|
| Cash fees actually paid to Nelson | $89,771 | |
| Equity grant (RSUs) – grant date fair value | $224,966 | |
| Total reported compensation | $314,737 | |
| Annual Board service retainer (all directors, including Chair) | $95,000 | |
| Governance & Nominating Committee Chair retainer | $15,000 | |
| Audit Committee Chair retainer (for reference; Nelson is not Chair) | $30,000 | |
| Compensation Committee Chair retainer (for reference) | $20,000 | |
| Director equity grant policy | Annual RSU ≈ $225,000; vests at earlier of one year from grant or day before next Annual Meeting, subject to service |
Notes: Directors may defer cash fees and elect to defer receipt of shares upon vesting. Group medical available if director pays full premium. No discretionary director equity grants were made in FY2025.
Performance Compensation
| Item | Details |
|---|---|
| Performance‑based director compensation | None disclosed; director RSUs are service‑based annual grants (no performance metrics). |
Other Directorships & Interlocks
- Other current public company boards: None disclosed for Nelson in QRVO 2025 proxy.
- Compensation Committee interlocks: During FY2025, Compensation Committee members included Ho, Nelson, Rhines (Chair), Spradley; none served as a Qorvo officer or had relationships requiring disclosure. No reciprocal interlocks with other companies’ compensation committees.
Expertise & Qualifications
- Wireless/telecom technology leadership (former EVP/CTO AT&T Wireless; CTO Globetouch).
- Company building and operations (Geoverse CEO; founder/principal roles).
- Standards, regulatory engagement, and patents in wireless communications.
- Governance experience (TriQuint director; chairs Qorvo Governance & Nominating Committee).
Equity Ownership (Alignment & Restrictions)
| Metric | Value |
|---|---|
| Total beneficial ownership (common shares) | 5,595 shares (<1% of outstanding) |
| Outstanding director RSUs (unvested) | 2,097 units as of FY2025; FY2025 grant size 2,097 units |
| Shares pledged as collateral | None; company prohibits pledging by directors |
| Hedging policy | Hedging of Qorvo securities prohibited |
| Director stock ownership guideline | 5x annual cash retainer (within 5 years of appointment) |
| Individual compliance disclosure | Not disclosed at the individual director level |
Governance Assessment
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Strengths
- Independent director; serves as Governance & Nominating Committee Chair and Audit member, positioning him at the center of governance oversight, board composition, conflicts reviews, ESG oversight, and audit/cyber risk discussions.
- Strong attendance culture (≥75% for all directors in FY2025); frequent executive sessions led by independent leadership support robust oversight.
- No related‑person transactions reported since March 30, 2024; hedging/pledging prohibited; policy‑driven conflicts review led by G&N.
- Director equity grants align interests; stock ownership guideline of 5x retainer enhances alignment.
-
Watch items / potential red flags
- Beneficial ownership is relatively modest in absolute terms (5,595 shares), though the company does not disclose individual compliance against the 5x retainer guideline; absence of disclosure limits assessment of “skin‑in‑the‑game.”
- Not designated as an “audit committee financial expert” (designation held by Bruner and Harding), though he serves on the Audit Committee. This is not a violation but may shape expectations of audit committee contributions.
- Activist involvement and board refreshment in FY2025 increased board change; however, no specific governance concerns were cited regarding Nelson’s role. The board documented refreshment, independence, and process.
Overall read‑through: Nelson’s long operating pedigree in wireless and standards, combined with his G&N chair role and audit service, supports board effectiveness and investor confidence. Governance structures (independence, executive sessions, no related‑party exposures, hedging/pledging bans) mitigate conflict risks; the key open item is lack of individualized ownership‑guideline compliance disclosure.