Mark Jensen
WOLFSPEEDAbout Mark Jensen
Mark E. Jensen (age 75) has served as an independent director of Wolfspeed, Inc. since May 2025. He is a former Deloitte U.S. Managing Partner for Audit & Enterprise Risk Services (Technology Industry) and the Venture Capital Services Group, prior roles include CFO of Redleaf Group and Managing Partner of Arthur Andersen’s Silicon Valley Office leading the Global Technology Industry Practice. He currently serves on the boards of Lattice Semiconductor (Nasdaq: LSCC) and Chrome Holding Co. (formerly 23andMe Holding Co.) (OTC: MEHCQ) . The Board has determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | U.S. Managing Partner – Audit & Enterprise Risk Services (Technology); U.S. Managing Partner – Venture Capital Services Group | Through retirement in 2012 | Led audit/risk and VC practices serving tech clients |
| Arthur Andersen LLP | Managing Partner, Silicon Valley Office; Leader, Global Technology Industry Practice | Prior to Redleaf | Led Silicon Valley office; global tech practice leadership |
| Redleaf Group | Chief Financial Officer | Prior to Deloitte | Finance leadership in venture-backed environment |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lattice Semiconductor (LSCC) | Director | Current | Public company board member; finance and governance expertise |
| Chrome Holding Co. (formerly 23andMe Holding Co.) (MEHCQ) | Director | Current | Public company board member |
| Exabeam, Unwired Planet, Control4, ForeScout | Prior Director | Prior | Prior public/private boards in tech/security sectors |
Board Governance
- Independence: The Board determined Jensen is an “independent director” under NYSE rules .
- Committee assignments:
- Audit Committee member since May 8, 2025; designated as an “audit committee financial expert” under SEC rules .
- Governance & Nominations Committee Chair since September 2025 (independent chair; committee oversees director selection, board evaluations, and ESG oversight) .
- Attendance and engagement: The Board held 28 meetings in fiscal 2025; each incumbent director (including Jensen once appointed) attended ≥75% of Board and applicable committee meetings; independent directors hold regular executive sessions .
- Board composition and leadership: Seven members; six independent; Board Chair is independent (Anthony Abate) .
Fixed Compensation
| Component | Cash Amount | Frequency | Notes |
|---|---|---|---|
| Board member retainer | $16,250 | Quarterly | Schedule adopted May 1, 2025 |
| Audit Committee member | $3,750 | Quarterly | Paid in addition to Board retainer |
| Governance & Nominations Committee Chair | $3,750 | Quarterly | Chair retains membership retainer plus chair premium |
| Audit Committee Chair (if applicable) | $7,500 | Quarterly | Not applicable to Jensen; listed for structure |
| Compensation Committee Chair (if applicable) | $5,000 | Quarterly | Not applicable to Jensen; listed for structure |
| Governance Committee member (if applicable) | $1,250 | Quarterly | Member retainer |
| Meeting fees for special committees | $1,000 member / $2,000 chair | Per meeting | For additional committees formed in future |
| New director cash in lieu of RSUs (FY2025) | $50,000 | Quarterly | Board suspended new-director RSUs due to restructuring; Jensen received this cash |
| FY2025 total fees (Jensen) | $55,600 | FY2025 actual | Includes the $50,000 quarterly cash in lieu of equity |
Performance Compensation
| Element | Grant/Value | Vesting | Metrics |
|---|---|---|---|
| Annual RSU grant (continuing directors, Dec 5, 2024) | 18,834 RSUs; grant date fair value $175,156 | Vest in full on first anniversary | Time-based only (no performance metrics) |
| New director equity (FY2025) | Suspended for Jensen/Walsh | N/A | N/A |
| Program intent (FY2026) | Board intends to implement new equity component | TBD | TBD |
Emphasis: In FY2025, Wolfspeed suspended RSU grants for new directors due to restructuring, substituting quarterly cash. This temporarily reduces equity alignment for Jensen versus typical director pay mixes .
Other Directorships & Interlocks
| Company | Sector Overlap with Wolfspeed | Potential Interlock/Conflict Consideration |
|---|---|---|
| Lattice Semiconductor (LSCC) | Semiconductor (programmable logic; fabless) | Industry overlap; no related-party transactions disclosed; independence maintained |
| Chrome Holding Co. (MEHCQ) | Consumer genomics/biotech | Limited direct overlap; no related-party transactions disclosed |
- Policy controls: Audit Committee must pre-approve related person transactions; Compensation Committee reviews compensation-related related person transactions .
- No interlocks: Proxy discloses no compensation committee interlocks for FY2025; Jensen not on Compensation Committee .
Expertise & Qualifications
- Audit committee financial expert designation (SEC Item 407) .
- Deep finance/accounting and corporate governance leadership across technology and semiconductor sectors .
- Experience leading complex practices and boards during restructuring/ESG oversight as Governance & Nominations Chair .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Record Date | Notes |
|---|---|---|---|---|
| Mark E. Jensen | — | <1% | Oct 14, 2025 | Indicates no reported beneficial ownership at record date |
| Ownership guidelines | Directors: 5x annual cash retainers (sum of Board + committee retainers) within five years | N/A | Policy | RSUs count; options/PSUs do not count; Company states all non-employee directors and executive officers are presently compliant |
| Pledging/Hedging | Prohibited for directors and employees | N/A | Policy | Anti-hedging and anti-pledging |
Insider Trades and Section 16 Compliance
| Form | Filing Date | Transaction Date | Reporting Name | Summary/Link |
|---|---|---|---|---|
| Form 3 | 2025-05-27 | 2025-05-09 | JENSEN MARK EDWIN | Initial ownership filing upon appointment; SEC filing index: https://www.sec.gov/Archives/edgar/data/895419/000089541925000086/0000895419-25-000086-index.htm |
| Delinquent Section 16(a) | N/A | N/A | N/A | Company notes a late Form 3 filing for Jensen (and Walsh) during FY2025 |
Director Compensation Mix and Structure
| Metric | FY2025 Jensen | Program Note |
|---|---|---|
| Cash (fees earned) | $55,600 | Quarterly $50,000 cash in lieu of equity during restructuring |
| Equity (RSUs) | None (new director grants suspended) | Board intends to reinstate equity component in FY2026 |
Board Governance
| Item | Status/Detail |
|---|---|
| Committee memberships | Audit Committee member (since May 8, 2025) ; Governance & Nominations Committee Chair (since Sept 2025) |
| Independence | Independent under NYSE rules |
| Attendance | Board met 28 times in FY2025; all incumbents ≥75% attendance; independent executive sessions held regularly |
| Board leadership | Independent Chair (Anthony Abate) |
Governance Assessment
- Positives:
- Independence and audit literacy: Independent director with SEC “audit committee financial expert” designation; enhances oversight of financial reporting and risk .
- Governance leadership: Chairs Governance & Nominations, overseeing director selection, board evaluation, and ESG oversight; suggests strong governance process .
- Policies: Robust related-party transaction approval framework and strict anti-hedging/anti-pledging policies .
- Attendance: Board-level attendance thresholds met; regular independent sessions support board effectiveness .
- Watch items:
- Equity alignment gap: RSU grants for new directors were suspended in FY2025; Jensen received quarterly cash instead of equity, reducing near-term ownership alignment until equity resumes in FY2026 .
- Section 16 compliance: Late Form 3 filing noted; minor process red flag to monitor for timely disclosures .
- Ownership visibility: No reported beneficial ownership at the October 14, 2025 record date; while guidelines allow five years and count RSUs (and Company states present compliance), transparency on actual holdings would strengthen perceived alignment .
Implication: Jensen’s finance/audit depth and governance chair role are constructive for investor confidence during Wolfspeed’s restructuring and strategic execution. Near-term equity alignment is expected to improve if the Board reinstates equity grants in FY2026 as indicated .
SAY-ON-PAY & Shareholder Feedback
| Item | Result/Detail |
|---|---|
| 2024 Say-on-Pay outcome | 69.9% approval; Compensation Committee considered results in subsequent decisions |
Related Party Transactions and Conflicts
- Approval process: Audit Committee (and Compensation Committee for comp-related items) pre-approves related person transactions per SEC Item 404 and listing standards .
- Disclosure: No related person transactions involving directors were disclosed for FY2025; no compensation committee interlocks in FY2025 (Jensen not on Compensation) .