Susan Spradley
QorvoAbout Susan L. Spradley
Independent director of Qorvo since 2017; age 64. Background spans >25 years in wireless telecommunications with executive roles at Nokia Siemens Networks, Nortel, Viavi Solutions, and CEO of Motion Intelligence; currently a partner at TAP Growth Group and board member of nonprofit Catalyst Campus. Holds NACD CERT in Cybersecurity and a certificate in AI Ethics & Board Oversight; serves on Qorvo’s Compensation and Governance & Nominating Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Motion Intelligence | Chief Executive Officer | Jan 2018 – Sep 2022 | Led SaaS company; operational and risk management experience |
| Viavi Solutions (JDSU) | EVP & GM – Network and Service Enablement | Jan 2013 – Jan 2017 | P&L responsibility; product portfolio management |
| US-Ignite | Executive Director | Apr 2011 – Dec 2012 | Public–private tech initiative leadership |
| Nokia Siemens Networks | President, North America | 2007 – 2011 | Regional P&L; sales and service leadership |
| Nortel Networks | Executive positions | 1997 – 2005 | Multiple executive roles across R&D and sales |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| TAP Growth Group | Partner | Apr 1, 2023 – present |
| Catalyst Campus (nonprofit) | Board Member | Ongoing |
| Avaya Holdings Corp. | Director | Dec 2017 – May 2023 |
| NetScout Systems, Inc. | Director | Apr 2018 – Aug 2023 |
| EXFO Inc. | Director | Oct 2011 – Nov 2012 |
Board Governance
- Independence: Board determined Spradley is independent under Nasdaq standards; also independent for committee service .
- Committee assignments: Compensation Committee (member); Governance & Nominating Committee (member) .
- Attendance: All directors then in office attended ≥75% of Board and assigned committee meetings in FY2025; Board held 15 meetings; Audit 7; Compensation 8; Governance & Nominating 9 .
- Executive sessions: Independent directors met in executive session at all regularly scheduled Board meetings, led by the independent Chair/Lead Independent Director .
- Stock ownership guidelines: Directors must own stock equal to 5x annual cash retainer within five years; hedging and pledging of Qorvo securities are prohibited; none of directors/officers have pledged stock .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Cash fees (retainers/committee roles) | $83,982 | Fees earned or paid in cash |
| Annual Board Service retainer (schedule) | $95,000 | Applicable to all directors (incl. Chair) |
| Chair of Board retainer (schedule) | $110,000 | Not applicable to Spradley |
| Committee Chair fees (schedule) | Audit $30,000; Comp $20,000; Gov/Nom $15,000 | Spradley is not a chair |
Performance Compensation
Not applicable. Non-employee director compensation is primarily time-based RSUs; no performance metrics (PBRSUs) apply to director pay .
Director Equity Compensation
| Grant Type | FY2025 Grant | Vesting | Value |
|---|---|---|---|
| Annual RSU grant | 2,097 units | Vests on earlier of 1 year after grant or day before next Annual Meeting, subject to continued service | $224,966 grant-date fair value |
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| Avaya Holdings Corp. | Public | Director | Resigned May 2023 |
| NetScout Systems, Inc. | Public | Director | Resigned Aug 2023 |
| EXFO Inc. | Public | Director | 2011–2012 |
| Interlocks/Comp Committee interlocks | — | — | Compensation Committee members (incl. Spradley) had no relationships requiring disclosure; no interlocks with other companies’ comp committees/boards in FY2025 . |
Expertise & Qualifications
- Wireless/telecom operations, P&L, R&D, product portfolio management; risk management and public company leadership .
- Cybersecurity governance (NACD CERT) and AI ethics oversight credential; relevant to enterprise risk and technology oversight .
- Experience across customers and communications ecosystems; valuable for governance and strategy .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Susan L. Spradley | 7,431 | <1% | As of May 30, 2025; none pledged |
| Unvested RSUs outstanding | 2,097 | — | Director RSUs outstanding at 3/29/2025 |
- Ownership guideline alignment: Director guideline equals 5× $95,000 = $475,000; based on $71.50 closing price on Mar 28, 2025, Spradley’s 7,431 shares ≈ $531,317, indicating likely guideline compliance (calculation reference values) .
Insider Trades
| Date | Form | Summary/Link |
|---|---|---|
| Aug 14, 2024 | Form 4 | Statement of changes in beneficial ownership |
| Aug 15, 2025 | Form 4 | Statement of changes in beneficial ownership; includes plan transaction checkbox |
| Aug 14, 2025 | Form 4 (XML) | SEC archive entry for Spradley |
Related Party Transactions & Conflicts
- Policy: Governance & Nominating Committee reviews/approves any related-person transactions >$120,000; considers independence and arm’s-length terms .
- Disclosure: No related-person transactions requiring disclosure since Mar 30, 2024 .
- Hedging/pledging: Prohibited for directors; none pledged .
Say-on-Pay & Shareholder Feedback (context for governance quality)
- FY2024 say-on-pay approval: 94.2% votes in favor, indicating strong shareholder support for compensation practices overseen by the Board/Compensation Committee .
Governance Assessment
- Committee roles and independence: Spradley’s dual membership on Compensation and Governance & Nominating aligns with her operating and governance credentials; independence affirmed by Board .
- Engagement: Attendance thresholds met across FY2025; regular executive sessions enhance independent oversight .
- Ownership alignment: Material personal stake and director RSUs, with robust ownership guidelines; hedging/pledging ban strengthens alignment .
- Compensation structure: Director pay is majority equity (~73% for Spradley) fostering long-term alignment; no meeting fees; reasonable chair premium structure; RSU vesting synchronized with annual cycle .
- Conflicts/red flags: None disclosed; no related-party transactions; no pledging/hedging; no repricing practices; clawback and governance policies in place .
- Signals: High say-on-pay support and continuous governance enhancements (e.g., special meeting rights at 25%) reinforce investor confidence .