Qualcomm Inc DEF 14A, filed Jan 18, 2024

Qualcomm Inc (QCOM)

DEF 14A 2024-01-18 For: 2024-03-05

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Added on June 12, 2026

About this DEF 14A

Qualcomm Inc filed this DEF 14A on January 18, 2024.

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	LETTER FROM OUR CEO
	NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
	TABLE OF CONTENTS					i
	PROXY STATEMENT OVERVIEW					1
	2024 Annual Meeting of Stockholders					1
	How to Vote					1
	Voting Matters and Board Recommendations					1
	Overview of the Board Nominees					2
	Board Diversity, Director Independence and Tenure					3
	Board Diversity Matrix					3
	Board Experience & Qualifications					4
	Executive Compensation Highlights					5
	PROXY STATEMENT					7
	Meeting Information					7
	Registered Owners and Beneficial Owners					7
	Virtual Meeting					7
	Voting Rights and Outstanding Shares					8
	Notice of Internet Availability of Proxy Materials					8
	Voting Methods					8
	How Your Shares Will Be Voted					9
	Voting Results					9
	Broker Non-Votes and Abstentions					9
	Determination of Quorum					10
	Revocability of Proxies					10
	Proxy Solicitation					10
	Stockholder Proposals					10
	Householding					10
	CORPORATE GOVERNANCE					12
	Code of Ethics and Corporate Governance Principles and Practices					12
	Board Leadership Structure					12
	Board Meetings, Committees and Attendance					13
	Board’s Role in Risk Oversight					15
	Director Nominations					15
	Director Service on Other Boards					16
	Board Evaluations					17
	Majority Voting					17
	Stock Ownership Guidelines					17
	Communications with Directors					18
	Annual Meeting Attendance					18
	Director Independence					18
	Employee, Officer and Director Hedging and Pledging					18
	Environmental, Social and Governance (ESG)					18
	Human Capital					19
	Management’s Ongoing Stockholder Engagement					21
	PROPOSAL 1: ELECTION OF DIRECTORS					22
	Election of Directors					22
	Nominees for Election					23
	Required Vote and Board Recommendation					29
	PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS					30
	Fees for Professional Services					30
	Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Public Accountants					30
	Representation from PricewaterhouseCoopers LLP at the Annual Meeting					31
	Required Vote and Board Recommendation					31
	PROPOSAL 3: APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS					32
	Compensation Program Best Practices					32
	Effect of this Resolution					32
	Required Vote and Board Recommendation					32

	PROPOSAL 4: APPROVAL OF THE AMENDED AND RESTATED QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN, INCLUDING AN INCREASE IN THE SHARE RESERVE BY 15,000,000 SHARES					34
	Factors Regarding Our Equity Usage and Needs					34
	Key Features of the Restated 2023 LTIP					34
	Historical Award Information					35
	Summary of the Restated 2023 LTIP					36
	Equity Compensation Plan Information					44
	Required Vote and Board Recommendation					44
	PROPOSAL 5: APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO REFLECT NEW DELAWARE LAW PROVISIONS REGARDING EXCULPATION OF OFFICERS					45
	Required Vote and Board Recommendation					45
	PROPOSAL 6: APPROVAL OF AN AMENDMENT TO OUR BYLAWS TO REQUIRE CLAIMS UNDER THE SECURITIES ACT TO BE BROUGHT IN FEDERAL COURT					46
	Required Vote and Board Recommendation					47
	STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					48
	Compensation Committee Interlocks and Insider Participation					49
	CERTAIN RELATIONSHIPS AND RELATED-PERSON TRANSACTIONS					50
	HR AND COMPENSATION COMMITTEE LETTER TO STOCKHOLDERS					51
	EXECUTIVE COMPENSATION AND RELATED INFORMATION					52
	Compensation Discussion and Analysis					52
	Our NEOs for Fiscal 2023					52
	Fiscal 2023 Performance					53
	Say-on-Pay Vote and Stockholder Outreach					54
	Program Overview					54
	Other Compensation Components					61
	Process and Rationale for Executive Compensation Decisions					63
	HR AND COMPENSATION COMMITTEE REPORT					66
	COMPENSATION RISK MANAGEMENT					66
	COMPENSATION TABLES AND NARRATIVE DISCLOSURES					67
	Summary Compensation Table					67
	All Other Compensation					68
	Grants of Plan-Based Awards					69
	Outstanding Equity Awards at Fiscal Year End					70
	Option Exercises and Stock Vested During Fiscal 2023					72
	Nonqualified Deferred Compensation					72
	Potential Post-Employment Payments					73
	CEO Pay Ratio					76
	Pay Versus Performance					76
	DIRECTOR COMPENSATION					80
	AUDIT COMMITTEE REPORT					82
	OTHER MATTERS					83
	APPENDIX A: NON-GAAP FINANCIAL MEASURES					A-1
	APPENDIX B: AMENDED AND RESTATED QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN					B-1


	Over the Internet at www.proxyvote.com			By telephone at 1-800-690-6903			By mailing your completed proxy card or voting instruction form in the envelope provided			By scanning the QR code with your mobile device

Proposal	Board Recommendation	Page Reference
PROPOSAL 1: Election of Directors	FOR each Nominee	22
PROPOSAL 2: Ratification of the selection of PricewaterhouseCoopers LLP as our independent public accountants for our fiscal year ending September 29, 2024	FOR	30
PROPOSAL 3: Approval, on an advisory basis, of the compensation of our named executive officers	FOR	32
PROPOSAL 4: Approval of the Amended and Restated QUALCOMM Incorporated 2023 Long-Term Incentive Plan, including an increase in the share reserve by 15,000,000 shares	FOR	34
PROPOSAL 5: Approval of an amendment to our Certificate of Incorporation to reflect new Delaware law provisions regarding exculpation of officers	FOR	45
PROPOSAL 6: Approval of an amendment to our Bylaws to require claims under the Securities Act to be brought in federal court	FOR	46

Board Diversity Matrix (As of December 15, 2023)
Total Number of Directors	12
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	4	8	—	—
Part II: Demographic Background
African American or Black	—	1	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	1	1	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	3	7	—	—
Two or More Races or Ethnicities	—	1	—	—
LGBTQ+	1
Did Not Disclose Demographic Background	—

				Sincerely,
				Cristiano R. Amon President and Chief Executive Officer

	Category			Description
	Executive Leadership			Experience in a senior leadership role at a public company or other large organization
	Public Company Board Service			Experience on the board of directors of at least one other public company
	Technology Industry			Experience in a company or companies in the information technology industry, including semiconductors and semiconductor equipment, software and information technology services, and technology hardware and equipment
	Accounting \| Finance			Experience in financial accounting, financial reporting, corporate finance, auditing, internal controls and procedures, capital markets and/or capital allocation in a public company or other large organization
	Public Policy \| Political Affairs			Experience as a member of government and/or through extensive interactions with government, policymakers or government agencies
	International Business			Experience in a business with significant international operations and in a role with responsibility in international markets
	Information Security			Experience in cybersecurity, information technology security and/or data security
	Climate \| Environmental			Experience or education in climate or environmental policy, corporate sustainability and/or other areas related to climate or the environment, including the assessment and management of climate-related risks

Proposal		Vote	Page Reference
PROPOSAL 1	Election of Directors	FOR each Nominee	22
PROPOSAL 2	Ratification of the selection of PricewaterhouseCoopers LLP as our independent public accountants for our fiscal year ending September 29, 2024	FOR	30
PROPOSAL 3	Approval, on an advisory basis, of the compensation of our named executive officers	FOR	32
PROPOSAL 4	Approval of the Amended and Restated QUALCOMM Incorporated 2023 Long-Term Incentive Plan, including an increase in the share reserve by 15,000,000 shares	FOR	34
PROPOSAL 5	Approval of an amendment to our Certificate of Incorporation to reflect new Delaware law provisions regarding exculpation of officers	FOR	45
PROPOSAL 6	Approval of an amendment to our Bylaws to require claims under the Securities Act to be brought in federal court	FOR	46

The Audit Committee			Meetings in fiscal 2023: 9
Primary Responsibilities The Audit Committee meets at least quarterly with our management and independent public accountants to review the results of the annual integrated audit and quarterly reviews of our consolidated financial statements, and to discuss our financial statements, annual and quarterly reports and earnings releases. The Audit Committee selects, engages, oversees and evaluates the qualifications, performance and independence of our independent public accountants (who report directly to the Audit Committee); reviews the plans and results of internal audits; reviews evaluations by management and the independent public accountants of our internal control over financial reporting and the quality of our financial reporting; reviews the Company’s disclosure controls and procedures over environmental, social and governance (ESG) disclosures and any assurance being provided by the independent auditor with respect to such reporting and disclosure; and oversees our internal audit and our risk and compliance functions, as well as our information technology (IT) security/cybersecurity programs and procedures, among other functions.
Independence All of the members of the Audit Committee are independent directors within the meaning of Rule 5605 of the NASDAQ Stock Market LLC (NASDAQ Rule 5605) and Rule 10A-3(b)(1)(ii) of the Exchange Act. All members of the Audit Committee are audit committee financial experts as defined by the SEC.

Jeffrey W. Henderson (Chair)	Mark Fields	Jamie Miller	Anthony J. Vinciquerra

The HR and Compensation Committee		Meetings in fiscal 2023: 5
Primary Responsibilities The HR and Compensation Committee designs the compensation plans and determines compensation levels for our Chief Executive Officer, other executive officers and directors; administers and approves stock offerings under our employee stock purchase and long-term incentive plans; reviews our employee compensation and talent management policies and practices; administers our incentive compensation repayment policy; reviews our policies, programs and initiatives focusing on workforce diversity, equity and inclusion; monitors the effectiveness of strategic initiatives designed to attract, engage, motivate and retain employees (human capital management); and reviews executive officer development and succession planning, among other functions.
Independence All of the members of the HR and Compensation Committee are independent directors within the meaning of NASDAQ Rule 5605 and are non-employee directors as defined in Rule 16b-3 of the Exchange Act.

Irene B. Rosenfeld (Chair)	Gregory N. Johnson	Kornelis (Neil) Smit

The Governance Committee		Meetings in fiscal 2023: 5
Primary Responsibilities The Governance Committee reviews, approves and oversees various corporate governance-related documents, policies and procedures, including our ESG policies, programs and initiatives (excluding matters specifically assigned to other committees pursuant to their charters). The Governance Committee oversees our political contributions and expenditures to ensure consistency with our business objectives and public policy priorities, including reviewing our Political Contributions and Expenditures Policy annually and reviewing reports on our political contributions and expenditures, as well as on our policies and programs concerning corporate citizenship and social responsibility (including charitable giving), no less than annually. The Governance Committee also reviews our stock ownership guidelines and compliance with those guidelines, and our business resilience and IT service resilience programs (including emergency operations, disaster recovery and security). In addition, the Governance Committee evaluates and recommends nominees, including stockholder nominees, for membership on the Board and its committees, among other functions.
Independence All of the members of the Governance Committee are independent directors within the meaning of NASDAQ Rule 5605.

Ann M. Livermore (Chair)	Sylvia Acevedo	Jean-Pascal Tricoire

	Fiscal 2023			Fiscal 2022
Audit fees (1)		$	10,580,000		$	10,271,000
Audit-related fees (2)			1,434,000			2,143,000
Tax fees (3)			193,000			218,000
All other fees (4)			21,000			21,000
Total		$	12,228,000		$	12,653,000

	Number of Shares (as of December 15, 2023)
Outstanding Award Type	Under LTIP (1)			Under all Equity Plans (2)
Stock Options (3)			131,690			131,690
Weighted-average exercise price		$	26.56		$	26.56
Weighted-average remaining term (years)			6.33			6.33
Restricted Stock Units (4)			41,549,072			41,549,072
Performance Stock Units (5)			1,468,722			1,468,722
Deferred Stock Units			150,171			150,171
Total shares subject to outstanding awards			43,299,656			43,299,656
Number of shares remaining available for grant (6)			57,517,750			57,654,204

Key Equity Metrics	Fiscal 2021		Fiscal 2022		Fiscal 2023
Percentage of equity awards granted to NEOs (1)		2.5%		0.4%		2.4%
Equity burn rate (2)		1.5%		1.8%		2.3%
Dilution (3)		9.2%		6.7%		11.2%
Overhang (4)		2.9%		2.9%		3.3%

	Restricted Stock Units/Deferred Stock Units/Performance Stock Units/ Restricted Stock Awards/Other Stock Awards
Name and Position (1)	Number of Units/Awards/Shares Subject to Past Awards		Number of Units/Awards/Shares Vested as of December 15, 2023 (3)		Number of Units/Awards/Shares Unvested as of December 15, 2023 (3)
Cristiano R. Amon President and Chief Executive Officer		—		—		208,083
Akash Palkhiwala Chief Financial Officer		—		—		72,831
James H. Thompson Chief Technology Officer		—		—		104,043
Alexander H. Rogers President, Qualcomm Technology Licensing & Global Affairs		—		—		62,428
Ann Chaplin General Counsel & Corporate Secretary		—		—		54,624
All current executive officers as a group (7 persons)		386		30,830		546,227
All current directors, who are not executive officers, as a group (11 persons) (2)		—		26,313		—
Each nominee for election as a director:
Sylvia Acevedo		—		2,247		—
Cristiano R. Amon		—				208,083
Mark Fields		—		2,247		—
Jeffery W. Henderson		—		2,247		—
Gregory N. Johnson		—		2,247		—

Plan Category	Number of Shares to be Issued Upon Exercise / Vesting of Outstanding Awards		Weighted Average Exercise Price of Outstanding Options (1)			Number of Shares Remaining Available for Future Issuance
Equity compensation plans approved by stockholders (2)		38 (4)		$	25.26		106 (5)
Equity compensation plans not approved by stockholders (3)		—			—		—
Total		38		$	25.26		106

	Cristiano R. Amon			Current position: President and Chief Executive Officer (CEO), since June 2021 Prior Qualcomm leadership positions include: • President and CEO-elect, January 2021 to June 2021 • President, January 2018 to January 2021 • Executive Vice President, Qualcomm Technologies, Inc. (QTI) and President, Qualcomm CDMA Technologies (QCT), November 2015 to January 2018 • Executive Vice President, QTI and Co-President QCT, October 2012 to November 2015 • Senior Vice President and Co-President QCT, June 2012 to October 2012 • Senior Vice President, QCT Product Management, October 2007 to June 2012 26 years of service with Qualcomm
	Akash Palkhiwala			Current position: Chief Financial Officer (CFO), since November 2019 Prior Qualcomm leadership positions include: • Senior Vice President and Interim CFO, August 2019 to November 2019 • Senior Vice President, QCT Finance, QTI, December 2015 to August 2019 • Senior Vice President and Treasurer, October 2014 to December 2015 22 years of service with Qualcomm
	James H. Thompson			Current position: Chief Technology Officer, QTI, since March 2017 Prior Qualcomm leadership positions include: • Executive Vice President, Engineering, QTI, October 2012 to March 2017 • Senior Vice President, Engineering, July 1998 to October 2012 32 years of service with Qualcomm
	Alexander H. Rogers			Current position: President, Qualcomm Technology Licensing (QTL) & Global Affairs, since June 2021 Prior Qualcomm leadership positions include: • Executive Vice President and President, QTL, October 2016 to June 2021 • Senior Vice President and President, QTL, September 2016 to October 2016 • Senior Vice President, Deputy General Counsel and General Manager, QTL, March 2016 to September 2016 • Senior Vice President and Deputy General Counsel, October 2015 to March 2016 • Senior Vice President, Legal Counsel, April 2007 to October 2015 23 years of service with Qualcomm

NEO	2023			2022			% Change
Cristiano Amon		$	1,350,000		$	1,150,000		17%
Akash Palkhiwala		$	750,000		$	750,000		—%
James H. Thompson		$	900,000		$	900,000		—%
Alexander H. Rogers		$	800,000		$	800,000		—%
Ann Chaplin		$	700,000		$	700,000		—%

	Award Level	Achievement of Financial Objective (2)	Funding of Financial Objective
Financial	Maximum	120%		200%
	Target	100%		100%
	Threshold	80%		0%
Non-Financial	Modifies Funding of Financial Objective: Non-Financial significantly above expectations: Multiplier of 1.1 Non-Financial meets expectations: Multiplier of 1.0 Non-Financial significantly below expectations: Multiplier of 0.9

Name	ACIP Target as Percent of Salary		ACIP Target			Payout % Per Plan Formula		Payout % Approved by HR and Compensation Committee		Earned $ Amount Approved by HR and Compensation Committee
Cristiano R. Amon		200%		$	2,700,000		20%		20%		$	540,000
Akash Palkhiwala		150%		$	1,125,000		20%		20%		$	225,000
James H. Thompson		150%		$	1,350,000		20%		20%		$	270,000
Alexander H. Rogers		140%		$	1,120,000		20%		20%		$	224,000
Ann Chaplin		100%		$	700,000		20%		20%		$	140,000

Award Level	Qualcomm’s RTSR Percentile Rank Among the NASDAQ-100	Multiple of Target RTSR PSUs Earned (1)
Maximum	90th percentile and above	2x
Target	55th percentile	1x
Threshold	25th percentile	0.25x
Below Threshold	Below 25th percentile	No shares earned

	Award Level			Multiple of Target EPS PSUs Earned (1)
	Maximum			2x
	Target			1x
	Threshold			0.33x
	Below Threshold			No shares earned

Name	RTSR PSUs			EPS PSUs			RSUs			Total All Awards
Cristiano R. Amon		$	6,333,106		$	6,333,058		$	8,444,077		$	21,110,241
Akash Palkhiwala		$	2,217,031		$	2,217,057		$	2,956,118		$	7,390,206
James H. Thompson		$	2,850,090		$	2,850,080		$	3,800,106		$	9,500,276
Alexander H. Rogers		$	1,899,044		$	1,899,067		$	2,532,089		$	6,330,200
Ann Chaplin		$	1,344,057		$	1,344,093		$	1,792,042		$	4,480,192

	RTSR	Adjusted EPS
Target Performance	55th Percentile		$	6.25
Actual Performance	25th Percentile		$	9.76
Payout Percentage	25%			200%

Awarded Shares (2)	RTSR		Adjusted EPS		Total
Cristiano R. Amon		5,575		54,266		59,840
Akash Palkhiwala		2,370		23,064		25,433
James H. Thompson		5,017		48,838		53,855
Alexander H. Rogers		2,788		27,134		29,921

Component	Form and Purpose	Comment
Executive Physicals	• Provide a comprehensive physical exam designed to focus on wellness, prevention and early detection of potential health risks.	This benefit is available to our Vice President and above employee population.
Nonqualified Deferred Compensation Plan (NQDC Plan) Company Match	• Company match on employees’ deferred contributions up to a maximum amount based on a predefined formula. • Provide a competitive, nonqualified, tax-efficient defined contribution retirement program for employees deemed to be “highly compensated.”	See the discussion titled “Nonqualified Deferred Compensation” under the section “Compensation Tables and Narrative Disclosures” for a description of the Company match program. The benefit of participation is available to our Senior Director and above employee population, with the match benefit available to our Vice President and above population.
Financial Planning Reimbursement	• Reimbursement of actual expenses, up to a pre-determined maximum amount based on job level, incurred for financial, estate and tax planning. • Attract and retain executive-level employees.	We reimburse up to $12,500 annually for our CEO and up to $8,000 annually for our other executive officers. A reimbursement for financial planning is also available to our Vice President and above employee population.
Additional Life Insurance	• Additional coverage, above the amount provided to all employees, up to a pre-determined maximum amount based on job level. • Attract and retain executive-level employees.	The additional coverage is $1,000,000 for our CEO and $750,000 for our other executive officers. Additional life insurance coverage is also provided to our Vice President and above population.
Use of Corporate Aircraft for Personal Travel	• Facilitate flexible travel arrangements and provide security.	This benefit is only available to our executive officers. The aggregate incremental cost to the Company of our CEO’s personal use of our corporate aircraft, as reported in our proxy statement, shall not exceed $500,000 in any fiscal year.
Security Personnel for our CEO	• Provide security for certain travel locations.	This benefit is only available to our CEO. We believe the risk-based security measures we have implemented for our CEO, which arose out of a FY22 security assessment, are reasonable and appropriate.
Severance Benefits	• Provide severance payments and benefits upon a qualifying termination of employment • Provide transition income replacement that will allow the executive to not be distracted from business priorities. • Attract and retain executive-level employees.	We believe the levels of severance provided by our Executive Officer Severance Plan (Severance Plan) are consistent with market practices. Our plan does not provide for any gross-ups for excise taxes imposed as a result of severance payments. This plan is described in more detail below.

Component	Form/Purpose	Comment
Health Plans	• Support a healthy and productive workforce. • Attract and retain employees.	Qualcomm’s health plans encourage prevention and provide protection against health care costs. We offer health savings account funding to help employees pay for qualified medical expenses and encourage tax-efficient savings.
401(k) Plan	• Provide a tax-efficient retirement savings opportunity. • Attract and retain employees.	The 401(k) Plan is a tax-qualified deferred compensation plan. We match employee contributions in cash using a tiered structure in order to encourage participation among all employees. If an employee contributes the maximum annual amount permitted under IRS rules, including the maximum catch-up contribution for employees age 50 or older, the Company’s match would be $6,675 for 2023.
Employee Stock Purchase Plan (ESPP)	• Encourage ownership of Qualcomm stock and align employee and stockholder interests. • Attract and retain employees.	The ESPP is a tax-qualified plan generally available to all U.S.-based employees. Offering Periods have a duration of 24 months, with each Offering Period consisting of four consecutive six-month Purchase Periods. Purchases through payroll deductions are limited to $12,500 in fair market value (FMV) of our common stock per six-month purchase period. The purchase price is the lesser of (1) 85% of the FMV of the shares on the first day of the offering period or (2) 85% of the FMV of the shares on the applicable Purchase Date within the Offering Period.
Charitable Contribution Match	• Match cash paid to the charitable organization up to predefined maximum amounts. • Encourage and extend employees’ support of cultural, educational and community non-profit organizations.	We match 100% of employee contributions, up to predefined maximum amounts, to qualified tax-exempt non-profit organizations, excluding organizations that further religious doctrine, exclusionary organizations and/or political non-profit organizations. The maximum annual amount we will match is based on the employee’s job level. We will match up to $125,000 for our CEO and our President (if not also our CEO) and up to $100,000 for our other executive officers.
Relocation Benefits	• Attract and retain employees.	We provide relocation benefits to employees who are required to move for business purposes. We gross up for the impact of tax on such benefits for our Director and above employee population.
Change in Control Severance	• Provide severance payments and benefits upon a qualifying termination of employment following a change in control of the Company. • Provide transition income replacement that will allow the employee to not be distracted from business priorities. • Treat employees fairly following a change in control.	A cash severance package is provided based on job level and years of service, and unvested stock awards would vest. Employees would also receive outplacement support and U.S.-based employees would receive paid health care coverage through COBRA for the length of the severance period, not to exceed 18 months. We believe that the benefits provided under our Executive Officer Change in Control Severance Plan (CIC Severance Plan) are consistent with market practices. In addition, we do not provide for any “single trigger” payments. Our plans do not provide for any gross-ups for excise taxes imposed as a result of severance or other payments deemed made in connection with a change in control. We provide change in control benefits to non-executive officers under our Non-Executive Officer Change in Control Severance Plan.

Revenues
Company	$ Millions
T-Mobile US		$	79,571
Accenture		$	63,144
Intel		$	63,054
Charter		$	54,022
Cisco		$	53,161
Oracle		$	47,958
Qualcomm		$	42,958
Broadcom		$	34,412
Netflix		$	31,616
salesforce.com		$	31,352
Visa		$	30,187
PayPal		$	27,518
NVIDIA		$	26,974
Applied Materials		$	26,253
AMD		$	23,601
Micron Technology		$	23,063
Texas Instruments		$	20,028
Lam Research		$	19,048
Adobe		$	17,999
Intuit		$	13,684
VMware		$	13,350
NXP Semiconductors		$	13,205
Analog Devices		$	12,579
75th Percentile		$	44,572
Median		$	27,246
25th Percentile		$	19,293
QCOM Percentile Rank			74%

Market Cap
Company	$ Millions
NVIDIA		$	684,981
Visa		$	463,666
Broadcom		$	267,473
Oracle		$	250,866
Cisco		$	214,109
salesforce.com		$	199,780
Accenture		$	180,498
Adobe		$	176,769
T-Mobile US		$	176,615
Texas Instruments		$	168,563
AMD		$	157,738
Netflix		$	153,858
Qualcomm		$	142,252
Intel		$	135,156
Intuit		$	125,076
Applied Materials		$	103,806
Analog Devices		$	99,764
PayPal		$	85,916
Lam Research		$	71,532
Micron Technology		$	66,036
Charter		$	54,590
VMware		$	53,496
NXP Semiconductors		$	48,394
75th Percentile		$	194,960
Median		$	155,798
25th Percentile		$	89,378
QCOM Percentile Rank			45%

Name and Principal Position	Year		Salary ($) (2)		Bonus ($) (3)		Stock Awards ($) (4)		Non-Equity Incentive Plan Compensation ($) (5)		All Other Compensation ($) (6)		Total ($)
Cristiano R. Amon President & Chief Executive Officer		2023		1,346,154		—		21,110,241		540,000		493,940		23,490,335
		2022		1,150,000		—		—		2,737,000		867,113		4,754,113
		2021		1,032,902		—		16,000,168		3,092,000		513,854		20,638,924
Akash Palkhiwala Chief Financial Officer		2023		750,214		—		7,390,206		225,000		151,539		8,516,959
		2022		750,214		—		—		1,339,000		186,556		2,275,770
		2021		750,214		250,000		4,800,193		1,118,000		104,059		7,022,466
James H. Thompson Chief Technology Officer		2023		900,058		—		9,500,276		270,000		123,544		10,793,878
		2022		900,058		—		—		1,607,000		149,775		2,656,833
		2021		900,058		—		9,000,184		2,012,000		262,270		12,174,512
Alexander H. Rogers President, Qualcomm Technology Licensing & Global Affairs		2023		800,010		—		6,330,200		224,000		145,453		7,499,663
		2022		800,010		—		—		1,333,000		153,777		2,286,787
		2021		800,010		—		5,000,207		1,669,000		176,456		7,645,673
Ann Chaplin General Counsel and Corporate Secretary		2023		700,000		—		4,480,192		140,000		207,970		5,528,162
		2022		619,231		1,250,000		5,500,250		833,000		157,255		8,359,736
		2021

Name	Perquisites and Other Personal Benefits ($) (1)		Nonqualified Deferred Compensation Plan ($) (2)		Charitable Match ($) (3)		401k Match ($) (4)		Life Insurance Premiums ($) (5)		Tax Gross- Ups ($) (6)		All Other Compensation Total ($)
Cristiano R. Amon		323,456		155,403		—		6,675		8,406		—		493,940
Akash Palkhiwala		—		83,569		56,000		5,868		6,102		—		151,539
James H. Thompson		—		100,282		—		6,675		16,587		—		123,544
Alexander H. Rogers		21,148		85,320		—		6,675		32,310		—		145,453
Ann Chaplin		112,035		26,923		17,500		6,675		7,470		37,367		207,970

				Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards						All other Stock Awards: Number of shares of stock or units (#)		Grant Date Fair Value of Stock Awards ($) (3)
Name	Type of Award	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)				Grant Date Fair Value of Stock Awards ($) (3)
Cristiano R. Amon	ACIP				27,000		2,700,000		5,400,000
	RTSR PSUs		12/5/22								11,945		47,779		95,558				6,333,106
	EPS PSUs		12/5/22								16,950		51,363		102,726				6,333,058
	RSUs		12/5/22														68,484		8,444,077
Akash Palkhiwala	ACIP				11,250		1,125,000		2,250,000
	RTSR PSUs		12/5/22								4,182		16,726		33,452				2,217,031
	EPS PSUs		12/5/22								5,934		17,981		35,962				2,217,057
	RSUs		12/5/22														23,975		2,956,118
James H. Thompson	ACIP				13,500		1,350,000		2,700,000
	RTSR PSUs		12/5/22								5,376		21,502		43,004				2,850,090
	EPS PSUs		12/5/22								7,628		23,115		46,230				2,850,080
	RSUs		12/5/22														30,820		3,800,106
Alexander H. Rogers	ACIP				11,200		1,120,000		2,240,000
	RTSR PSUs		12/5/22								3,582		14,327		28,654				1,899,044
	EPS PSUs		12/5/22								5,083		15,402		30,804				1,899,067
	RSUs		12/5/22														20,536		2,532,089
Ann Chaplin	ACIP				7,000		700,000		1,400,000
	RTSR PSUs		12/5/22								2,535		10,140		20,280				1,344,057
	EPS PSUs		12/5/22								3,597		10,901		21,802				1,344,093
	RSUs		12/5/22														14,534		1,792,042

			Stock Awards
Name	Grant Date		Number of Shares or Units of Stock That Have Not Vested (#) (2)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (3)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Cristiano R. Amon		09/23/20		12,887 (4)		1,387,672
		09/23/20		57,994 (5)		6,244,794
		09/23/20		5,957 (5)		641,450
		09/23/21		33,397 (6)		3,596,189
		09/23/21						37,571 (9)		4,045,645
		09/23/21						34,496 (9)		3,714,529
		12/05/22		69,885 (7)		7,525,217
		12/05/22						52,414 (10)		5,643,940
		12/05/22						12,189 (11)		1,312,512
Total				180,120		19,395,322		136,670		14,716,626
Akash Palkhiwala		09/23/20		5,477 (4)		589,763
		09/23/20		24,648 (5)		2,654,097
		09/23/20		2,532 (5)		272,646
		09/23/21		10,019 (6)		1,078,846
		09/23/21						11,272 (9)		1,213,769
		09/23/21						10,349 (9)		1,114,380
		12/05/22		24,466 (7)		2,634,499
		12/05/22						18,349 (10)		1,975,820
		12/05/22						4,267 (11)		459,471
Total				67,142		7,229,851		44,237		4,763,440
James H. Thompson		09/23/20		11,599 (4)		1,248,980
		09/23/20		52,193 (5)		5,620,142
		09/23/20		5,361 (5)		577,272
		09/23/21		18,786 (6)		2,022,876
		09/23/21						21,134 (9)		2,275,709
		09/23/21						19,404 (9)		2,089,423
		12/05/22		31,451 (7)		3,386,644
		12/05/22						23,588 (10)		2,539,956
		12/05/22						5,485 (11)		590,625
Total				119,390		12,855,914		69,611		7,495,713
Alexander H. Rogers		09/23/20		6,444 (4)		693,890
		09/23/20		28,998 (5)		3,122,505
		09/23/20		2,979 (5)		320,779
		09/23/21		10,437 (6)		1,123,856
		09/23/21						11,741 (9)		1,264,271
		09/23/21						10,780 (9)		1,160,790
		12/05/22		20,956 (7)		2,256,542
		12/05/22						15,717 (10)		1,692,407
		12/05/22						3,655 (11)		393,570
Total				69,814		7,517,572		41,893		4,511,038

	Footnotes to Outstanding Awards Table
	1			Our NEOs did not hold any stock options at September 24, 2023. Therefore, the “Option Awards” columns have been omitted from this table.
	2			Amounts in this column represent outstanding RSUs, as well as PSUs whose measurement periods were completed as of the end of fiscal 2023. Amounts include dividend equivalent shares that had not vested at the end of fiscal 2023 as follows:7,875 shares for Mr. Amon; 3,050 shares for Mr. Palkhiwala; 5,939 shares for Dr. Thompson; 3,369 shares for Mr.Rogers and 821 shares for Ms. Chaplin.
	3			Amounts in this column represent outstanding PSUs whose measurement periods were not completed as of the end of fiscal 2023. Amounts include dividend equivalent shares that had not vested at the end of fiscal 2023 as follows: 4,606 shares for Mr. Amon; 1,447 shares for Mr. Palkhiwala; 2,445 shares for Dr. Thompson; 1,422 shares for Mr. Rogers and 1,432 shares for Ms. Chaplin.

	Stock Awards
Name	Number of Shares Acquired on Vesting (#) (2)		Value Realized on Vesting ($) (3)
Cristiano R. Amon		181,332		21,839,142
Akash Palkhiwala		12,184		1,398,062
James H. Thompson		157,711		19,035,223
Alexander H. Rogers		87,618		10,575,225
Ann Chaplin		5,552		651,406