Philip Brace
About Philip Brace
Philip G. Brace, 54, became President and Chief Executive Officer of Skyworks Solutions and joined the Board on February 17, 2025, following a Board-led succession process; he brings deep semiconductor, server, IoT, storage and data management experience and currently also serves as a director of BlackBerry Limited . Skyworks entered FY2025 with a resilient balance of cash generation and profitability (FY2024: $4.178B revenue; 27.2% non-GAAP operating margin; $1.825B operating cash flow; $1.668B free cash flow), and the Board separated the Chair and CEO roles, appointing an independent Chairman to strengthen oversight during the leadership transition .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Inseego Corp. | Executive Chairman (interim PEO until Jan 2025); Director | 2024–2025 (Exec Chair Feb 2024–Feb 2025; Director Sep 2023–Feb 2025) | Governance/turnaround leadership at wireless broadband/IoT solutions provider . |
| Sierra Wireless Inc. | President & CEO | 2021–2023 (Jul 2021–Jan 2023) | Led significant operational improvements at IoT solutions company . |
| Veritas Technologies | Executive Vice President | 2019–2021 | Senior leadership in data management software . |
| Seagate Technology | President, Cloud Systems & Silicon Group | 2015–2017 | Business leadership in data storage hardware . |
| Intel; LSI Corporation | Engineering and management roles | Earlier career | Semiconductors and systems experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| BlackBerry Limited | Director (current) | Current | Public company directorship . |
| Inseego Corp. | Director (past) | 2023–2025 | Board service preceding Skyworks appointment . |
| Lantronix, Inc. | Director (past) | Until 2025 | Public company directorship . |
| Sierra Wireless Inc. | Director/CEO (past) | Until 2023 | CEO-led board service (company formerly public) . |
Fixed Compensation
| Component | Amount/Term | Source |
|---|---|---|
| Base salary | $900,000 per year | |
| Target annual bonus | 160% of base salary (CEO) | |
| FY2025 Executive Incentive Plan metrics | Revenue and non-GAAP operating income (minimum performance thresholds required; CEO target = 160% of salary; max = 2x target) |
Performance Compensation
Long-term equity awards (new hire and FY2025)
| Award | Size/Mechanics | Performance metric(s) | Payout/vesting | Source |
|---|---|---|---|---|
| New Hire PSA | $30,000,000 / share count set at close prior to start date | Absolute stock price hurdles vs a base price (7-day avg after Feb 5, 2025); performance window from 2nd to 6th anniversary of start | 20% of shares earned at each price hurdle; each earned tranche vests 1 year after achievement, subject to service | |
| FY2025 RSU | $2,880,000 / time-based | Time-based only | 4-year vesting; vesting deemed to have commenced Nov 5, 2024 | |
| FY2025 PSA | $4,320,000 target / share count set at start date price | Same corporate performance metrics as FY2025 NEO PSAs; up to 250% of target | Standard PSA settlement; performance period consistent with FY2025 changes |
Skyworks PSA framework and FY2025 design changes (for NEOs)
- PSA metrics framework uses: (i) emerging revenue growth (1-year), (ii) EBITDA margin percentile ranking, and (iii) 3-year relative TSR; FY2025 increased both performance and vesting periods for the EBITDA margin percentile ranking metric from two to three years in response to shareholder feedback .
- FY2024 weightings (for reference): 25% Emerging Revenue Growth; 25% EBITDA margin percentile ranking; 50% 3-year TSR; target set at 55th percentile for relative metrics .
Short-term incentive plan (FY2025)
| Metric | Weighting | Target | Notes |
|---|---|---|---|
| Revenue | Not disclosed in FY2025 8-K | Committee-set | CEO target opportunity = 160% of salary; max 2x target; minimum thresholds apply . |
| Non-GAAP operating income | Not disclosed in FY2025 8-K | Committee-set | Same as above . |
Notes:
- FY2024 STIP used 50% revenue / 50% non-GAAP operating income with target levels set below FY2023 given macro conditions; achieved payout was 73% of target. FY2025 plan maintains the revenue + non-GAAP OI construct but FY2025 weightings/targets were not disclosed in the 8-K .
Equity Ownership & Alignment
| Item | Detail | Source |
|---|---|---|
| Beneficial ownership | 10,000 shares; <1% of outstanding | |
| Unvested RSUs (not counted in beneficial line) | 43,682 shares | |
| Shares outstanding (reference) | 156,828,070 (as of Mar 1, 2025) | |
| Pledging/hedging | Company prohibits pledging and hedging; purchase on margin also prohibited | |
| Executive stock ownership guideline | CEO: 6x base salary or 96,900 shares (lower of value test or shares test) |
Commentary:
- Substantial new-hire performance-based equity ($30M PSA with multi-year stock price hurdles) increases alignment and creates multi-year retention lock-ins; the one-year post-hurdle vest creates identifiable windows for potential selling pressure after price achievements .
- Company prohibits pledging/hedging, reducing alignment risk from collateralized loans or derivatives .
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Start date | Effective February 17, 2025 | |
| Relocation | Up to $300,000 reimbursed within 24 months; clawback if terminated by Company for cause or by Brace without good reason within 18 months of payment | |
| Change-in-control / severance (double-trigger) | If terminated without cause or resigns for good reason in connection with a CIC: 2x (base salary + target bonus); prior-year unpaid bonus; 18 months COBRA; acceleration/option exercise extension as applicable | |
| Severance outside CIC | If terminated without cause (or by Brace for good reason per agreement): 1.5x (base salary + target bonus); prior-year unpaid bonus; 15 months COBRA; acceleration/option exercise extension as applicable | |
| Clawback | Company maintains incentive compensation recovery policies compliant with Nasdaq/Exchange Act 10D | |
| Interim duties | Served briefly as interim principal financial officer/accounting officer May 5–May 29, 2025 during CFO transition |
Board Governance
- Board service: Director since 2025; no committee assignments; employee director (not independent) .
- Independent Board leadership: Board separated Chair/CEO at the transition; Christine King appointed independent Chairman (Feb 2025) .
- Board independence: 8 of 9 directors are independent under Nasdaq rules .
- Employee directors receive no separate director compensation; non-employee director program disclosed separately .
- Executive sessions: Independent directors met in executive session four times in FY2024; Lead Independent Director presided (now independent Chairman) .
Performance & Track Record
- Prior operating achievements: At Sierra Wireless, Brace “led the company through significant improvements” (company characterization) .
- Skyworks pre-transition operating baseline (FY2024): $4.178B revenue; non-GAAP operating margin 27.2%; GAAP diluted EPS $3.69; non-GAAP diluted EPS $6.27; operating cash flow $1.825B; free cash flow $1.668B .
- Say-on-pay support: ~88% approval at 2024 Annual Meeting; FY2025 PSU design changes (longer EBITDA performance/vesting) reflect responsiveness to shareholders .
Compensation Structure Analysis
- Cash vs equity mix: Significant equity emphasis via New Hire PSA ($30M), FY2025 PSA ($4.32M target, up to 250%), and FY2025 RSU ($2.88M), indicating high at-risk and performance-tied pay .
- Shift to longer performance periods: FY2025 extended EBITDA margin percentile ranking metric performance and vesting to three years, tightening pay-performance alignment and deferring realizations .
- Risk controls: No single-trigger CIC; no excise tax gross-ups; no option repricing; robust clawback and prohibition on hedging/pledging .
Related Party Transactions
- None reported above $120,000 involving directors/officers since September 30, 2023, outside of compensation arrangements .
Compensation Peer Group (context for pay benchmarking)
- FY2024 peer group used by the Compensation Committee spans major semis and adjacent peers (e.g., AMD, Analog Devices, KLA, Lam, Marvell, Micron, MPS, NXP, ON, QCOM, Qorvo, Seagate, Teradyne, Texas Instruments, Western Digital, Entegris, Microchip), with annual review by Aon .
Risk Indicators & Red Flags
- Governance mitigants: Independent Chair; majority independent Board; stockholder engagement; clawback; no pledging/hedging; no option repricing .
- CIC protections: Double-trigger only; multiples specified; non-solicit obligations commonly apply to NEOs in CIC agreements, though Brace’s Offer Letter disclosure focuses on economics and equity treatment .
- Shareholder responsiveness: Design changes (e.g., EBITDA metric to 3 years) made following outreach to >50% of shares outstanding .
Director Service Snapshot (for dual-role implications)
| Attribute | Detail | Source |
|---|---|---|
| Board tenure | Director since 2025 | |
| Independence | Not independent (CEO) | |
| Committees | None | |
| Leadership structure | Independent Chairman (Christine King); CEO and Chair roles separated | |
| Employee director pay | No separate director compensation for employee directors |
Implications: The separation of Chair/CEO and a majority-independent Board mitigates typical CEO-director dual-role concerns and supports independent oversight of compensation and performance .
Investment Implications
- Alignment and retention: The $30M New Hire PSA with multi-year stock price hurdles, plus three-year PSU metrics and four-year RSU vesting, strongly align Brace’s upside with shareholder outcomes and create multi-year retention hooks; watch for potential selling windows one year after any price-hurdle achievements and around annual RSU vest dates (vesting deemed commenced Nov 5, 2024) .
- Pay-for-performance tightening: FY2025 extension of EBITDA metric performance and vesting period to three years raises rigor and defers payouts, a positive from an investor alignment perspective .
- Downside protection/cost: Severance economics (2x in CIC; 1.5x outside CIC) are moderate for a large-cap semi and are double-trigger, limiting windfall risk while ensuring leadership stability through cycles and potential strategic transactions .
- Governance quality: Independent Chair, anti-pledging/hedging, clawback, no option repricing, and demonstrated responsiveness to shareholder feedback (88% say-on-pay support) reduce governance-related risk premia and bolster confidence in the compensation framework under Brace’s tenure .