Eric Musser
WOLFSPEEDAbout Eric Musser
Eric S. Musser (age 66) joined Wolfspeed’s Board in September 2025 after a 39‑year career at Corning Incorporated, culminating as President and COO (2020–Sep 2025). He holds a B.S. from the U.S. Military Academy at West Point and an M.S. from George Washington University, and previously served five years in the U.S. Army . He is designated an independent director under NYSE rules; his board tenure at Wolfspeed began in September 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Corning Incorporated | President & COO | Apr 2020–Sep 2025 | Drove growth, performance and profitability |
| Corning Incorporated | EVP, Corning Technologies & International | 2014–2020 | Led automotive, life sciences businesses, and international business development |
| Corning Incorporated | President, Corning International | 2012–2014 | Oversaw international operations |
| Corning Incorporated | GM, Corning Greater China | 2007–2012 | Significant China business leadership |
| Corning Incorporated | Various leadership roles | 1986–2007 | Operational leadership across materials and manufacturing |
| U.S. Army | Officer | ~1981–1986 | Military leadership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| U.S.-China Business Council | Board of Directors | During Corning tenure (dates not specified) | Industry association (non-public company board) |
No current public company directorships for Musser are disclosed beyond Wolfspeed .
Board Governance
- Independence: Wolfspeed’s Board determined Musser is an “independent director” under NYSE Listing Rules .
- Committee memberships (appointed September 2025):
- Compensation Committee (member; Chair: Anthony M. Abate) .
- Governance & Nominations Committee (member; Chair: Mark E. Jensen) .
- Not on Audit Committee (Chair: Paul V. Walsh, Jr.) .
- Attendance: The Board held 28 meetings in fiscal 2025; each incumbent director during that period attended ≥75% of applicable Board/committee meetings. Musser joined after fiscal 2025 and thus isn’t covered by this attendance disclosure .
- Board leadership: Chair of the Board is Anthony M. Abate (independent) . Lead Independent Director role not indicated (Chair is independent) .
Fixed Compensation
Summary of non-employee director cash retainers (Schedule adopted May 1, 2025; quarterly amounts):
| Role | Quarterly Cash Retainer ($) |
|---|---|
| Board member | 16,250 |
| Chair of the Board | 18,750 (in addition to Board member retainer) |
| Audit Committee Chair | 7,500 (in addition to committee member retainer) |
| Compensation Committee Chair | 5,000 (in addition to committee member retainer) |
| Governance & Nominations Chair | 3,750 (in addition to committee member retainer) |
| Audit Committee member | 3,750 |
| Compensation Committee member | 2,500 |
| Governance & Nominations member | 1,250 |
| Additional committee meeting fees | $1,000 (member) / $2,000 (chair) per meeting for special committees unless otherwise arranged |
Notes:
- RSU grants to new directors were suspended for fiscal 2025; cash retainers applied. Quarterly cash of $50,000 was approved in lieu of annual equity only for Messrs. Jensen and Walsh (May 2025 appointees), not for Musser (appointed post-fiscal-year) .
- Board intends to approve new cash retainers and reinstate equity component during fiscal 2026 .
Performance Compensation
Director equity awards historically:
- Annual RSU grant at re-election set by dividing $200,000 by 30‑day average stock price; RSUs vest in full on first anniversary, subject to service .
- For fiscal 2025, RSU awards to new directors were suspended due to restructuring, with plans to implement a new equity component in fiscal 2026 .
Performance metric table (directors):
| Component | Metrics | Vesting/Measurement |
|---|---|---|
| RSUs (directors) | None (time-based; no performance metrics) | Typically one-year cliff vesting; suspended for new directors in FY25 |
Other Directorships & Interlocks
| Company | Role | Committee Positions | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed | — | — | None disclosed for Musser; Item 404(a) related-party relationships not present per 8‑K |
Note: Other Wolfspeed directors include executives/board members at Semtech (Hong Q. Hou as CEO and director; Paul V. Walsh, Jr. as director), but Musser himself is not disclosed as serving on Semtech’s board .
Expertise & Qualifications
- Operations: Extensive manufacturing and materials experience; operational expertise at all management levels .
- Technical: Aptitude in materials, products, and manufacturing processes/equipment .
- International: Significant experience conducting business in China .
- Education: B.S. West Point; M.S. George Washington University .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Eric S. Musser | — | * | As of Oct 14, 2025 record date; “—” indicates none reported; less than 1% |
Ownership alignment policies:
- Stock ownership guidelines: Non‑employee directors are expected to hold shares equal to 5x the sum of annual cash retainers within five years of election/appointment; RSUs count toward guidelines; options and PSUs do not .
- Compliance: Proxy states all non‑employee directors are presently compliant with ownership guidelines .
- Anti-hedging/pledging: Prohibits hedging and pledging/margin accounts for all directors .
Governance Assessment
- Committee workload: Musser sits on two core committees (Compensation; Governance & Nominations), aligning with his operational background and international experience .
- Independence and conflicts: Independent under NYSE; 8‑K discloses no Item 404(a) related party transactions for Musser .
- Attendance: No individual attendance disclosed yet (joined after fiscal 2025); Board/committee cadence suggests high engagement (28 Board meetings FY25) .
- Director pay structure: Cash-heavy retainers in FY25 due to restructuring (equity suspended for new directors), with intent to restore equity in FY26—neutral signal; time-based RSUs standard (no performance metrics) .
- Ownership: As of Oct 14, 2025, Musser reported no beneficial ownership; guidelines allow five years to reach 5x retainers; anti‑pledging strengthens alignment .
- Say-on-Pay context: 2024 say-on-pay support was 69.9%, indicating mixed shareholder sentiment on executive pay; as a Compensation Committee member, Musser will be involved in addressing these concerns .
Red flags and mitigants:
- RED FLAG: No disclosed share ownership as of record date (alignment risk for a new director). Mitigants include five‑year ownership guideline and reinstatement of equity component planned for FY26 .
- No hedging/pledging allowed (positive alignment) .
- No related-party transactions disclosed for Musser (reduces conflict risk) .
Director Compensation (FY25 context for Board; Musser appointed post-FY25)
| Name | Fees Earned ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Director compensation table lists FY25 participants; Musser appointed after FY25 and is not included | — | — | — |
| Example entries (for context): Dorchak $196,250 | $175,156 | $371,406 |
Additional program notes:
- Deferral Program allowed directors to elect shares in lieu of cash retainers; canceled after FY25 with intent to implement a new deferral program in FY26 .
Compensation Committee Analysis (structure and process context)
- Musser joined Compensation Committee in Sept 2025; Committee uses independent consultant (Compensia), assessed for independence and no conflicts .
- Committee reviews competitive market data, peer groups, and program risk; pay policies include clawback compliance and double-trigger CIC equity vesting for executives (context for governance oversight) .
Say-On-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval (%) |
|---|---|
| 2024 | 69.9% |
Board recommends FOR say‑on‑pay proposal at the 2025 annual meeting .
Related Party Transactions
- Audit Committee oversees related person transactions; no Item 404(a) relationships for Musser disclosed upon appointment .
Attendance & Engagement
- Board expects all directors to attend annual meetings; independent directors hold executive sessions after each regular Board meeting .
Summary Implications for Investor Confidence
- Positive: Independence, dual committee roles, strong operational/international credentials, no related-party ties, anti‑hedging/pledging policy, and planned return to equity-based director compensation .
- Watchpoints: No reported share ownership at appointment; FY25 director equity suspension (for new directors) reduces immediate ownership alignment; say-on-pay approval in 2024 was moderate (69.9%), suggesting investor scrutiny of compensation practices—relevant for Musser’s role on the Compensation Committee .