Maryann Turcke

About Maryann Turcke

Independent director of Skyworks Solutions since 2023; age 59. Former COO of the National Football League (Jan 2018–Sep 2020), Senior Advisor to the NFL (Sep 2020–May 2021), Senior Advisor at Brookfield Asset Management (Sep 2020–Sep 2022), President of NFL Network/Digital Media/NFL Films/IT (joined Apr 2017), and President of Bell Media (Apr 2015–Feb 2017). The Board cites her significant operational, management, and financial experience (including telecommunications) as core qualifications; the Board has affirmatively determined she is independent under Nasdaq rules. Committee service: Nominating and Corporate Governance Committee member.

Past Roles

Organization	Role	Tenure	Committees/Impact
Brookfield Asset Management	Senior Advisor	Sep 2020–Sep 2022	Advisory experience in asset management
National Football League	Chief Operating Officer	Jan 2018–Sep 2020	Led league-wide operations
National Football League	Senior Advisor	Sep 2020–May 2021	Advisory transition post-COO
NFL Network, Digital Media, NFL Films & IT	President	Joined Apr 2017	Oversaw media and IT operations
Bell Media (division of BCE Inc.)	President	Apr 2015–Feb 2017	Led major media division within telecom

External Roles

Organization	Role	Tenure
Frontier Communications Parent, Inc.	Director	Current
Royal Bank of Canada	Director	Current
Northern Star Investment Corp. II	Director	Until 2023

Board Governance

Independence: Determined independent by the Board after review of relationships and Nasdaq criteria.
Committee assignments: Member, Nominating and Corporate Governance Committee (NCGC); not a chair.
Attendance and meeting cadence: Board met 5 times in FY2024; each incumbent director attended at least 75% of the aggregate of Board and applicable committee meetings; all directors then in office attended the 2024 Annual Meeting.
Committee meeting counts (FY2024): Audit 8; Compensation 5; NCGC 3.
Executive sessions: Independent directors met in executive session four times in FY2024.
Majority vote and resignation policy: Uncontested director elections require more “FOR” than “AGAINST”; each incumbent nominee submitted an irrevocable resignation effective if not receiving a majority and the Board accepts it.
Compensation Committee independence and use of consultant: CC composed solely of independent directors; engages Aon Consulting reporting directly to CC.
Board commitment policy: NCGC annually reviews director public-company commitments; all 2025 nominees comply.

Fixed Compensation

Item	FY2024
Fees Earned or Paid in Cash ($)	95,000

Director cash compensation policy:

Annual retainer: $90,000.
Committee fees: NCGC non-chair member $7,500; Audit non-chair $15,000; Compensation non-chair $10,000; chair fees: Audit $30,000; Compensation $20,000; NCGC $15,000.

Performance Compensation

Award Type	Grant Date	Shares Granted	Grant-Date FV ($)	Vesting	Performance Metrics
RSUs (annual director grant)	May 14, 2024	2,272	225,042	Vests on first anniversary of grant	None disclosed for directors (time-based RSUs)
RSUs (initial grant for newly appointed non-employee directors)	As applicable	Determined by value (~$225,000)	Value-based	Vests in 3 equal annual installments	None disclosed for directors (time-based RSUs)

Additional policy terms:

Annual RSU grant value: ~$225,000 for non-employee directors; Chairman ~$250,000.
Change-in-control: Outstanding director options and RSUs become fully exercisable/vested.

Other Directorships & Interlocks

Company	Role	Potential Interlock Note
Frontier Communications Parent, Inc.	Director	Telecom industry background; no related-person transactions disclosed by SWKS.
Royal Bank of Canada	Director	Financial services; no related-person transactions disclosed by SWKS.

Related-party transactions: SWKS reports no transactions over $120,000 involving directors, executive officers, 5% holders, or immediate family members since Sep 30, 2023; Audit Committee reviews/approves any such transactions per policy.
Board commitment policy compliance for 2025 nominees: Confirmed by NCGC.

Expertise & Qualifications

Significant operational, management, and financial experience, including in telecommunications; leadership roles at BCE/Bell Media, NFL, and Brookfield.
Board skills matrix points cited by SWKS include governance and oversight expertise via NCGC service.

Equity Ownership

Metric	Amount	As-of Date
Beneficial ownership (shares)	3,463	March 1, 2025
Percent of class	(*)	March 1, 2025
Unvested RSUs (count)	3,656	Sep 27, 2024
Options outstanding	None	Sep 27, 2024

Director stock ownership guidelines:

Requirement: 5x director base compensation ($90,000) divided by the 12-month average closing price; rounded to nearest 100 shares.
Compliance status: All non-employee directors met the guidelines as of the date noted, except Ms. Turcke, who is not required to comply until the fifth anniversary of her appointment.

Governance Assessment

Positive signals: Independent status; active NCGC participation; Board/committee cadence with majority vote standard and resignation policy; independent executive sessions; robust related-party oversight; and equity-based director compensation aligning interests.
Ownership alignment: Annual RSU grants (~$225k) and stock ownership guidelines; Ms. Turcke has 3,463 owned shares and 3,656 unvested RSUs as disclosed. She is not yet required to meet the guideline until year five of service, consistent with policy.
Attendance/engagement: Each incumbent director met at least 75% attendance thresholds; all attended the 2024 Annual Meeting; Board engages extensively with institutional investors on governance and compensation topics.
RED FLAGS: None evident in SWKS disclosures—no related-party transactions involving Ms. Turcke; she holds multiple external directorships but complies with SWKS’ board commitment policy. Note that director equity is time-based (not performance-conditioned), which is common but offers limited pay-for-performance linkage at the director level.