Walden Rhines
QorvoAbout Walden C. Rhines
Walden C. Rhines (age 78) has served on Qorvo’s board since 2015, becoming Chair of the Board and Lead Independent Director in November 2023; he is independent under Nasdaq rules and chairs the Compensation Committee while serving on the Governance & Nominating Committee . His credentials include 50+ years in semiconductors and EDA: CEO of Mentor Graphics, EVP of TI’s semiconductor group, and most recently CEO of Cornami through May 2025, alongside advisory/consulting leadership at Rhines Consultants .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mentor Graphics (later Mentor, a Siemens Business) | CEO; Chairman (until Siemens acquisition); CEO Emeritus | CEO 1993–2017; Chairman 2000–2017; CEO Emeritus until Oct 2020 | Led EDA strategy, M&A, global operations |
| Texas Instruments | EVP, Semiconductor Group | Prior to 1993 (21 years at TI) | Ran worldwide semiconductor business |
| Cornami, Inc. | President & CEO | Mar 2020–May 2025 | Led processor company focused on FHE |
| Rhines Consultants | CEO | Since Oct 2019 | Consulting in semiconductor/IC design/manufacturing |
| Cirrus Logic | Director | 1995–2009 | Board oversight at mixed-signal semiconductor firm |
| Electronic System Design Alliance | Director | 1994–2019 | Industry advocacy and standards in EDA |
| Semiconductor Research Corporation | Director | 2002–2020 | Oversaw industry research consortium strategy |
| PTK Acquisition Corp. | Director | Not disclosed | SPAC governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Silvaco Group Inc. | Director | Current | Public EDA company board oversight |
Board Governance
- Roles and committees: Chair of the Board and Lead Independent Director; Compensation Committee Chair; Governance & Nominating Committee member .
- Independence: Determined independent by the Board under Nasdaq standards; all committee members are independent .
- Attendance: All directors attended the 2024 annual meeting and at least 75% of board and assigned committee meetings in FY2025; the Board held 15 meetings, Audit 7, Compensation 8, Governance 9 .
- Executive sessions: Independent directors met in executive session at all regular board meetings; Dr. Rhines led these sessions as Chair/Lead Independent Director .
- Lead Independent Director duties: Coordinates independent directors, sets agendas/schedules, presides over executive sessions, liaises with CEO/Chair, and may retain advisors .
- Board leadership structure: Chair and CEO roles are separated; the Chair is independent, which the Board believes enhances oversight and accountability .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Fees Earned (Cash) | $215,004 | Comprises board/committee retainer fees; schedule shows Chair of the Board $110,000 and board service $95,000 plus committee chair fees (Compensation Chair $20,000) . |
| Stock Awards (RSUs grant-date fair value) | $224,966 | Annual director RSU grant; vests on earlier of 1 year or day before next annual meeting . |
| Director Fee Schedule (FY2025) | Amount ($) |
|---|---|
| Chair of the Board | $110,000 |
| Board Service (all directors, including Chair) | $95,000 |
| Audit Committee Chair | $30,000 |
| Compensation Committee Chair | $20,000 |
| Governance & Nominating Committee Chair | $15,000 |
- Equity grant mechanics: FY2025 director RSUs vest on the earlier of one year from grant or the day before the first annual meeting following grant; no discretionary director equity was granted beyond the annual RSU .
Performance Compensation
| Performance Metric | Status |
|---|---|
| Director-specific performance metrics tied to pay | None disclosed; director equity is time-based RSUs . |
Other Directorships & Interlocks
- Current public boards: Silvaco Group Inc. (EDA) .
- Prior public boards: Cirrus Logic; PTK Acquisition Corp.; multiple industry associations/consortia (ESD Alliance, SRC) .
- Compensation committee interlocks: None reported for FY2025 among Compensation Committee members (including Dr. Rhines) under SEC rules .
- Related-party transactions: None requiring disclosure since March 30, 2024; governance policy requires GNC review/approval for any such transactions .
Expertise & Qualifications
- Deep semiconductor and EDA leadership, strategic planning, and M&A experience; 50+ years operating and governance experience across TI, Mentor Graphics, and emerging compute/security (Cornami) .
- International market understanding and board oversight across industry groups; recognized for operating expertise and business development .
Equity Ownership
| Item | Details |
|---|---|
| Total beneficial ownership | 97,033 shares; includes 29,888 held in a trust where Dr. Rhines has sole dispositive power but disclaims beneficial ownership . |
| Ownership % of outstanding | Less than 1% (“*”) . |
| Unvested director RSUs outstanding at FY2025 year-end | 2,097 RSUs . |
| Pledged shares | None; company policy prohibits pledging/hedging and none of the directors or officers have pledged stock . |
| Stock ownership guidelines | Directors must own shares equal to 5x their annual cash retainer within 5 years of appointment . |
| Valuation reference | Closing price $71.50 on March 28, 2025 (for valuation context used in proxy tables) . |
| Compliance status | Not explicitly disclosed in proxy; guidelines and holdings disclosed as above . |
Governance Assessment
- Strengths: Independent Chair/Lead Independent Director; robust committee leadership (Compensation Chair) and governance processes; regular executive sessions; strong attendance; prohibition on hedging/pledging; clear director stock ownership guidelines .
- Alignment: Meaningful share ownership plus annual RSU grants support alignment; annual RSU vesting tied to service rather than guaranteed cash increases beyond standard retainers .
- Compensation committee quality: All members independent; committee oversees risk in compensation programs and uses independent consultant Compensia for executive compensation (relevant to Rhines’s chair role) .
- Conflicts/Red flags: No related-party transactions disclosed; independence affirmed; no pledging or hedging; no reported interlocks; no director-specific controversies noted in proxy .
- Considerations: Extensive external and prior roles are industry-relevant; current public board service at Silvaco is adjacent (EDA), but Qorvo reports no relationships that impair independence, and related-party policy oversight resides with GNC .