Suzanne McBride

About Suzanne E. McBride

Independent director since 2022; age 56. Chief Operations Officer at Iridium Communications; previously SVP/COO at OneWeb (2016–2019) and held senior operations roles at Iridium (2007–2016), Motorola Solutions, and General Dynamics. The proxy highlights more than 25 years of wireless technology strategy and operations expertise as core credentials .

Past Roles

Organization	Role	Tenure	Committees/Impact
Iridium Communications, Inc.	Chief Operations Officer	Feb 2019–present	Operations leadership; wireless network execution
Iridium Communications, Inc.	Various leadership roles	2007–2016	Operations and technology leadership
OneWeb	SVP & COO	Jun 2016–Jan 2019	Global satellite network operations; company filed Ch. 11 on 3/27/2020 (historical context)
Motorola Solutions; General Dynamics	Senior operations/technology roles	Not disclosed	Telecommunications and aerospace/defense experience

External Roles

Organization	Role	Tenure	Committees/Impact
Iridium Communications, Inc.	Director (public company board)	Current	Not disclosed in SWKS proxy

Board Governance

Committee assignments (FY2025 proxy): Audit Committee member; Nominating & Corporate Governance Committee member; not a committee chair .
Independence: Board determined McBride is independent under Nasdaq rules .
Board and committee meeting cadence (FY2024): Board met 5 times; Audit 8; Compensation 5; Nominating & Corporate Governance 3 .
Attendance and engagement: Each incumbent director attended at least 75% of Board and applicable committee meetings in FY2024; all directors attended the 2024 Annual Meeting .
Executive sessions: Independent directors met in executive session four times in FY2024, presided by the then Lead Independent Director .
Board commitment policy: As an executive officer of a public company, policy limits total board seats to two; the NCGC’s 2025 review found all nominees comply (covers McBride) .

Fixed Compensation

Director cash compensation structure and McBride’s actuals.

Metric	FY 2023	FY 2024
Fees Earned or Paid in Cash ($)	$87,500	$95,000
Stock Awards ($)	$225,006 (RSUs)	$225,042 (RSUs)
Total ($)	$312,506	$320,042

Standard cash retainers: annual director retainer $90,000; committee/member fees—AC member $15,000; CC member $10,000; NCGC member $7,500; chair fees—AC $30,000, CC $20,000, NCGC $15,000; non-employee Chairman $130,000; Lead Independent Director $50,000 .
Consultant input: Aon advises the Compensation Committee on director pay levels and design; Board sets compensation after committee recommendation .

Performance Compensation

Annual RSU grants and vesting terms for directors (note: director equity is time-based; no performance metrics apply).

RSU Grant Detail	FY 2023	FY 2024
Shares Granted (Annual award)	2,078 RSUs (granted 5/10/2023)	2,272 RSUs (granted 5/14/2024)
Grant-Date Fair Value ($/share used for ASC 718)	$98.56	$99.05
Vesting Schedule	Annual RSU grants vest on first anniversary of grant	Annual RSU grants vest on first anniversary of grant
Initial Director RSU Grant (if applicable)	~$225,000 value; vests in three equal annual installments	~$225,000 value for new appointments
Change-in-Control Treatment	Outstanding director options/RSUs become fully exercisable/vest	Outstanding director options/RSUs become fully exercisable/vest

Director equity program: Annual RSU grant ≈ $225,000 for non-employee directors (Chair ≈ $250,000); shares determined by 30-day average price; time-based vesting; CIC accelerates .
Performance metrics are used for executive pay, not directors; for context, top five FY2024 executive metrics include Revenue, Non-GAAP operating income, EBITDA margin percentile, Emerging revenue growth, TSR percentile .

Other Directorships & Interlocks

Company	Relationship to SWKS	Potential Interlock/Conflict
Iridium Communications, Inc.	McBride is COO and a director at Iridium	No SWKS related-person transactions >$120,000 reported since 9/30/2023; Audit Committee reviews such transactions per policy .

Expertise & Qualifications

More than 25 years in wireless technology operations and strategy; senior leadership across satellite, telecom, and defense sectors .
Qualifications cited by SWKS for Board service: extensive strategy and operations expertise within wireless technology industry .

Equity Ownership

Ownership Metric	As of Date	Value
Shares Beneficially Owned	Mar 1, 2025	5,326 shares; percent of class “*” (less than 1%)
Unvested RSUs (director awards outstanding)	Sep 27, 2024	2,721 RSUs
Options Outstanding	Sep 27, 2024	None

Director stock ownership guidelines: minimum holdings equal to 5x the $90,000 base retainer divided by 12‑month average fair market value; all non-employee directors met guidelines as of the proxy date (exception: Turcke not yet required) .

Governance Assessment

Independence and engagement: Independent under Nasdaq rules; member of Audit and NCGC; attended ≥75% of Board/committee meetings and attended the Annual Meeting—supports board effectiveness .
Ownership alignment: Holds SWKS shares and unvested RSUs; meets director ownership guidelines—positive alignment signal .
Pay structure: Majority of director compensation delivered in equity (annual RSUs) with clear, time-based vesting; cash component modest relative to equity—typical for semiconductor peers per Aon benchmarking .
Conflicts/related-party transactions: No related-person transactions >$120,000 reported; formal policy requires Audit Committee approval of any such transactions—no red flags observed .
Board commitments: As an executive officer at a public company (Iridium), policy caps total boards at two; NCGC’s 2025 review confirmed compliance—time-demand risk mitigated by policy oversight .
RED FLAGS: None disclosed regarding pledging/hedging, related-party transactions, attendance shortfalls, or option repricing; note CIC acceleration for director equity is shareholder-sensitive but standard in many director plans .