Anthony Abate

About Anthony M. Abate

Anthony M. Abate (61) is Wolfspeed’s independent Chairman of the Board, appointed in September 2025, with 40+ years across technology, telecom, and consumer sectors. He previously served as COO and CFO of Echo360 (2007–2021), was an investor at Battery Ventures and Whitney & Co., and began his career as a U.S. Air Force officer in advanced radar/analytics; he holds an MBA from Harvard Business School and a BS in Electrical Engineering from Duke University .

Past Roles

External Roles

Board Governance

• Role: Chair of the Board since September 2025; the Chair presides over Board/stockholder meetings and sets meeting agendas, with Lead Independent Director used only if the Chair is not independent. Abate, being independent, fills the leadership function directly .
• Independence: The Board determined Messrs. Abate, Bokan, Hou, Jensen, Musser, and Walsh are independent under NYSE Listing Rules .
• Committee Assignments: Chair of the Compensation Committee (appointed Sept 2025) alongside Hou and Musser; the Compensation Committee oversees executive and director compensation, stock plans, and related-party compensation reviews .
• Other Committees (context): Audit Committee chaired by Walsh; Bokan member; Jensen designated “audit committee financial expert.” Governance & Nominations Committee chaired by Jensen; Bokan and Musser members .
• Attendance/Engagement: Board held 28 meetings in fiscal 2025; each incumbent director attended at least 75% of applicable Board/committee meetings. Independent directors hold executive sessions after each regular Board meeting .
• Related-Party Oversight: Audit Committee reviews related-person transactions; Compensation Committee handles compensation-related related-person transactions .

Fixed Compensation

• Equity grants historically: Annual RSUs at ~$200,000 grant-date target (30-day average price basis), vesting in full after one year for re-elected directors; suspended for new directors during fiscal 2025 due to restructuring, with certain new directors receiving $50,000 quarterly cash instead; Board intends to implement a new equity component in fiscal 2026 .
• Director deferral program (stock in lieu of fees) was available in FY2025 and then cancelled after FY2025; Board intends to implement a new deferral program in FY2026 .

Performance Compensation

Directors do not receive performance-based cash bonuses. Equity grants (when active) are time-based RSUs, not PSUs, for directors .

Executive incentives overseen by the Compensation Committee (context for governance quality):

• Aggregate calculated payout was 10%; the Committee applied a discretionary 10% increase for morale/retention, setting final payout at 20% for eligible participants .
• Key pay-for-performance policies include double-trigger CIC vesting, a clawback in line with Rule 10D-1/NYSE, and anti-hedging/pledging policies for directors and executives .

Other Directorships & Interlocks

Expertise & Qualifications

• Extensive board leadership including chair roles across telecom, networking, and industrials; prior audit chair experience (Denbury) .
• Deep operational/financial background as COO/CFO, investor experience, and technical foundation from USAF radar/analytics work; advanced degrees in engineering and business .
• Board leadership model: independent Chair with robust committee structure and regular executive sessions for independent directors .

Equity Ownership

• Ownership policy: non-employee directors are encouraged to hold shares equal to 5x the sum of annual cash retainers within five years; RSUs count toward compliance, options/PSUs do not. Anti-hedging/pledging policy applies to directors .
• Note: Equity awards to some directors were cancelled in connection with court approval of the reorganization plan and emergence from Chapter 11, reducing near-term equity alignment; Board intends to re-introduce equity in FY2026 .

Governance Assessment

• Positives

  • Independent Chair with direct accountability; independent committees and clear charters; independent compensation consultant (Compensia) assessed as conflict-free .
  • Strong governance policies: anti-hedging/pledging, double-trigger CIC vesting, clawback aligned with SEC/NYSE, structured related-party review .
  • Transparent pay-for-performance framework with explicit financial/ESG goals; discretionary payout rationale disclosed .
  • Regular executive sessions and robust meeting cadence indicate engaged oversight .

• Watch items / potential red flags

  • Abate reported zero beneficial ownership at appointment and new-director RSUs were suspended in FY2025; equity awards were also broadly cancelled at emergence from Chapter 11, reducing immediate director equity alignment until the FY2026 equity program is implemented .
  • Board interlocks with Semtech via two directors (Hou and Walsh) warrant routine conflict checks for any Wolfspeed–Semtech dealings; no related-party transactions disclosed to date .
  • Say-on-Pay support in 2024 was 69.9%—modestly below typical large-cap averages—suggesting investors may scrutinize compensation decisions; Abate now chairs the Compensation Committee and should address alignment/discipline going forward .

• Signals for investors

  • Post-restructuring shift to cash retainers and paused RSU grants was situational; the stated plan to reinstate equity for directors in FY2026 is important for long-term alignment. Monitoring Abate’s future Forms 4 for initial equity grants and ownership progress against guidelines is prudent .
  • Compensation oversight credibility is bolstered by independent consultants and explicit performance metrics; future cycles under Abate’s chairmanship should reflect tighter pay outcomes versus performance given FY2025 underperformance and prior shareholder feedback .

• Additional references: Wolfspeed press release confirming Abate’s appointment as Chairman on Sept 29, 2025; S-1 exhibits list director compensation schedule and indemnification agreement references .