Robert Schriesheim
Director at SWKS
Board
About Robert A. Schriesheim
Independent director at Skyworks Solutions (SWKS) since 2006; age 64. He is a member of the Audit Committee and Compensation Committee and is designated an “audit committee financial expert.” Career highlights include CFO roles at Sears Holdings, Hewitt Associates, and Lawson Software; he is Chairman of Truax Partners and an Adjunct Associate Professor of Finance at the University of Chicago Booth School of Business. His background emphasizes capital markets, corporate finance, M&A structuring, and transformations, supporting his committee assignments and board oversight responsibilities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sears Holdings Corporation | EVP & Chief Financial Officer | Aug 2011 – Oct 2016 | Led finance during major strategic and financial transformations |
| Hewitt Associates, Inc. | Chief Financial Officer | Jan 2010 – Oct 2010 | CFO through sale to Aon; capital markets/M&A experience |
| Lawson Software, Inc. | EVP & Chief Financial Officer | Oct 2006 – Dec 2009 | CFO at publicly traded ERP software provider |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Truax Partners LLC | Chairman | Since 2018 | Consulting firm leadership |
| Univ. of Chicago Booth School of Business | Adjunct Associate Professor of Finance | Since Sep 2023 | Academic finance role |
| Houlihan Lokey, Inc. | Director; Lead Independent Director | Current | Public company board leadership role |
| Alight, Inc. | Director | Current | Public company director |
| Indivior PLC | Director (Past 5 years) | Until 2025 | Former public company directorship |
| Frontier Communications Corporation | Director (Past 5 years) | Until 2021 | Former public company directorship |
Board Governance
| Topic | Details |
|---|---|
| Independence | Board determined Schriesheim is independent under Nasdaq rules |
| Committees | Audit Committee; Compensation Committee |
| Audit Committee Financial Expert | Yes (meets SEC “financial expert” and Nasdaq “financial sophistication” criteria) |
| FY2024 Meetings | Board met 5 times; AC 8; CC 5; NCGC 3 |
| Attendance | Each incumbent director attended ≥75% of Board and relevant committee meetings in FY2024; all directors attended 2024 Annual Meeting |
| Executive Sessions | Independent directors held 4 executive sessions in FY2024 |
| Board Commitments Policy | Company reviewed and confirmed 2025 nominees comply with public board commitment limits |
| Stockholder Engagement | Company engaged holders representing ~36% of shares; feedback informed compensation design changes |
Fixed Compensation (Director)
| Component | SWKS Policy | Schriesheim FY2024 Actual |
|---|---|---|
| Annual Cash Retainer | $90,000 for non-employee directors | $112,500 fees earned (cash) |
| Committee Fees | AC member: $15,000; CC member: $10,000; NCGC member: $7,500; Committee Chairs: AC $30,000; CC $20,000; NCGC $15,000 | Included in $112,500 total cash |
| Chair/Lead Director Premiums | Non-employee Chair: $130,000; Lead Independent Director: $50,000 (if applicable) | N/A for Schriesheim in FY2024 |
Performance Compensation (Director Equity)
| Grant Date | Instrument | Grant Size | Grant Date Fair Value | Vesting | Change-in-Control Terms |
|---|---|---|---|---|---|
| May 14, 2024 | RSUs | 2,272 shares | $225,042 | Vests on first anniversary of grant (annual grant practice) | Outstanding director RSUs vest in full upon a change in control (single-trigger) |
Notes:
- Annual equity for non-employee directors ≈$225,000 (Chair ≈$250,000); new director initial RSUs ≈$225,000; annual grants generally vest after one year; initial grants vest in three equal annual installments .
Other Directorships & Interlocks
- Current public boards: Houlihan Lokey, Inc. (Lead Independent Director); Alight, Inc. .
- Recent public boards: Indivior PLC (until 2025); Frontier Communications Corporation (until 2021) .
- Compensation Committee interlocks: None; no member of SWKS Compensation Committee was an officer/employee; no executive officer served on another company’s board/compensation committee with a reciprocal relationship .
Expertise & Qualifications
- Capital markets, financial structures, and M&A evaluation/structuring; led transformations at multiple public companies .
- Designated Audit Committee financial expert; supports oversight of reporting, controls, audit, and related-party review .
- Academic finance perspective as Adjunct Associate Professor at Chicago Booth .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Ownership Guidelines | Pledging/Hedging |
|---|---|---|---|---|
| Robert A. Schriesheim | 60,881 | <1% | Non-employee directors must hold shares equal to 5× base retainer (5×$90,000) divided by average price; company states all non-employee directors met guidelines as of the disclosure date (except one not yet required) | Company prohibits pledging and hedging by directors |
Director Compensation Mix (FY2024)
| Cash Fees | Equity (RSUs) | Total | Mix |
|---|---|---|---|
| $112,500 | $225,042 | $337,542 | ~33% cash / ~67% equity, aligning with long-term shareholder value |
Related Party Transactions and Conflicts
- The company reports no related-person transactions ≥$120,000 since September 30, 2023, involving directors or immediate family members; related-person transactions are reviewed by the Audit Committee under a written policy .
- Audit Committee oversees related-party transactions and whistleblower processes; all AC members independent .
Say-on-Pay & Shareholder Feedback (Signal for Comp Governance)
- 2024 say-on-pay approval: ~88% of votes cast in favor .
- In response to investor feedback, the Compensation Committee extended performance and vesting periods for certain executive PSU metrics for FY2025 awards (e.g., EBITDA margin percentile ranking moved to three years) .
Governance Assessment
- Strengths: Independent status; dual service on Audit and Compensation Committees; designated audit financial expert; strong equity alignment via annual RSU grants; compliance with director stock ownership guidelines; anti-pledging/hedging policies; no related-party transactions; active investor engagement informing program changes .
- Watch items:
- Long tenure (director since 2006) in context of ongoing board refreshment; the company notes four new directors since 2022 and regular refresh processes .
- Director RSUs accelerate on a single-trigger change in control, which some investors view less favorably than double-trigger constructs for alignment .
Overall, Schriesheim brings deep finance/M&A expertise and engagement via key committees, with equity-heavy pay and ownership guidelines supporting alignment; oversight and independence indicators are solid, with tenure and single-trigger CIC vesting as areas to monitor .