Qualcomm Inc DEF 14A, filed Jan 22, 2026

Qualcomm Inc (QCOM)

DEF 14A 2026-01-22 For: 2026-03-17

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Added on June 12, 2026

About this DEF 14A

Qualcomm Inc filed this DEF 14A on January 22, 2026.

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	LETTER FROM OUR CEO
	NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
	TABLE OF CONTENTS					i
	PROXY STATEMENT OVERVIEW					1
	2026 Annual Meeting of Stockholders					1
	How to Vote					1
	Voting Matters and Board Recommendations					1
	Overview of the Board Nominees					2
	Board Composition, Experience & Qualifications					3
	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					11
	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
	Compensation Committee Interlocks and Insider Participation					18
	Insider Trading Policy and Employee, Officer and Director Hedging and Pledging					18
	Corporate Responsibility and Sustainability					19
	Management’s Ongoing Stockholder Engagement					19
	PROPOSAL 1: ELECTION OF DIRECTORS					20
	Election of Directors					20
	Nominees for Election					21
	Required Vote and Board Recommendation					27
	PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS					28
	Fees for Professional Services					28
	Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Public Accountants					28
	Representation from PricewaterhouseCoopers LLP at the Annual Meeting					29
	Required Vote and Board Recommendation					29
	PROPOSAL 3: APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS					30
	Compensation Program Best Practices					30
	Effect of this Resolution					30
	Required Vote and Board Recommendation					30
	PROPOSAL 4: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION					32

	Required Vote and Board Recommendation					32
	PROPOSAL 5: APPROVAL OF THE AMENDED AND RESTATED QUALCOMM INCORPORATED 2023 LONG-TERM INCENTIVE PLAN, INCLUDING AN INCREASE IN THE SHARE RESERVE BY 24,000,000 SHARES					33
	Factors Regarding Our Equity Usage and Needs					33
	Key Features of the Restated 2023 LTIP					33
	Historical Award Information					34
	Summary of the Restated 2023 LTIP					35
	Equity Compensation Plan Information					43
	Required Vote and Board Recommendation					43
	PROPOSAL 6: STOCKHOLDER PROPOSAL — SHAREHOLDER ABILITY TO CALL FOR A SPECIAL SHAREHOLDER MEETING					44
	Stockholder Proposal					44
	The Company’s Statement in Opposition to Proposal 6					44
	Required Vote and Board Recommendation					45
	PROPOSAL 7: STOCKHOLDER PROPOSAL — REPORT ON RISK OF CHINA EXPOSURE					46
	Stockholder Proposal					46
	The Company’s Statement in Opposition to Proposal 7					47
	Required Vote and Board Recommendation					49
	STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					50
	CERTAIN RELATIONSHIPS AND RELATED-PERSON TRANSACTIONS					52
	HR AND COMPENSATION COMMITTEE LETTER TO STOCKHOLDERS					53
	COMPENSATION DISCUSSION AND ANALYSIS					54
	Our NEOs for Fiscal 2025					54
	Fiscal 2025 Performance					55
	Say-on-Pay Vote and Stockholder Outreach					56
	Program Overview					56
	Other Compensation Components					62
	Process and Rationale for Executive Compensation Decisions					64
	HR AND COMPENSATION COMMITTEE REPORT					67
	COMPENSATION RISK MANAGEMENT					67
	COMPENSATION TABLES AND NARRATIVE DISCLOSURES					68
	Summary Compensation Table					68
	All Other Compensation					69
	Grants of Plan-Based Awards					70
	Outstanding Equity Awards at Fiscal Year End					71
	Option Exercises and Stock Vested During Fiscal 2025					73
	Nonqualified Deferred Compensation					74
	Potential Post-Employment Payments					74
	CEO Pay Ratio					78
	Pay Versus Performance					78
	DIRECTOR COMPENSATION					81
	AUDIT COMMITTEE REPORT					84
	OTHER MATTERS					85
	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	20
PROPOSAL 2: Ratification of the selection of PricewaterhouseCoopers LLP as our independent public accountants for our fiscal year ending September 27, 2026	FOR	28
PROPOSAL 3: Approval, on an advisory basis, of the compensation of our named executive officers	FOR	30
PROPOSAL 4: Approval, on an advisory basis, of the frequency of future advisory votes on our executive compensation	1 YEAR	32
PROPOSAL 5: Approval of the Amended and Restated QUALCOMM Incorporated 2023 Long-Term Incentive Plan, including an increase in the share reserve by 24,000,000 shares	FOR	33
PROPOSAL 6: Stockholder proposal entitled “Shareholder Ability to Call for a Special Shareholder Meeting”	AGAINST	44
PROPOSAL 7: Stockholder proposal entitled “Report on Risk of China Exposure”	AGAINST	46

	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
	Sustainability			Experience or education in sustainability matters

				Sincerely,
				Cristiano R. Amon President and Chief Executive Officer

				• Except for our CEO, all of our directors are “independent” within the meaning of applicable Nasdaq rules. Our Chair of the Board is an independent director. • Consistent with Qualcomm’s long-standing values, our Board represents a diverse group of individuals with extensive experience. • Our Board values the insights brought through a broad range of perspectives, and diversity in professional experience, competencies and backgrounds. • We were pleased to add three new Directors to our Board in fiscal 2025: Marie Myers, Christopher D. Young and Jeremy (Zico) Kolter. • These additions have contributed extensive financial, operational, strategic and technological expertise, as well as fresh perspectives, to our boardroom. • Our Board also benefits from the significant continued contributions of our longer-serving directors, who have a deep understanding of our company and strategy, including risks and opportunities.

Proposal		Vote	Page Reference
PROPOSAL 1	Election of Directors	FOR each Nominee	20
PROPOSAL 2	Ratification of the selection of PricewaterhouseCoopers LLP as our independent public accountants for our fiscal year ending September 27, 2026	FOR	28
PROPOSAL 3	Approval, on an advisory basis, of the compensation of our named executive officers	FOR	30
PROPOSAL 4	Approval, on an advisory basis, of the frequency of future advisory votes on our executive compensation	1 YEAR	32
PROPOSAL 5	Approval of the Amended and Restated QUALCOMM Incorporated 2023 Long-Term Incentive Plan, including an increase in the share reserve by 24,000,000 shares	FOR	33
PROPOSAL 6	Stockholder proposal entitled “Shareholder Ability to Call for a Special Shareholder Meeting”	AGAINST	44
PROPOSAL 7	Stockholder proposal entitled “Report on Risk of China Exposure”	AGAINST	46

The Audit Committee			Meetings in fiscal 2025: 8
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 or quarterly reviews of our consolidated financial statements, and to discuss our financial statements, annual or 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 sustainability-related disclosures in SEC reports 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	Marie Myers

The HR and Compensation Committee			Meetings in fiscal 2025: 4
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 stock ownership guidelines for executive officers and directors; and monitors the effectiveness of strategic initiatives designed to attract, engage, motivate and retain employees (human capital management), 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)	Kornelis (Neil) Smit	Jean-Pascal Tricoire	Christopher D. Young

The Governance Committee		Meetings in fiscal 2025: 4
Primary Responsibilities The Governance Committee evaluates and recommends nominees, including stockholder nominees, for membership on the Board and its committees. In addition, the Governance Committee reviews, approves and oversees various corporate governance-related documents, policies and procedures, including our sustainability policies, programs and initiatives (excluding matters specifically assigned to other committees pursuant to their charters); 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; reviews our policies and programs concerning corporate citizenship and social responsibility (including charitable giving); reviews our operational resilience (business resilience and IT service resilience) programs; reviews and approves any changes to our Insider Trading Policy; and reviews compliance with our stock ownership guidelines, 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	Jeremy (Zico) Kolter

	Fiscal 2025			Fiscal 2024
Audit fees (1)		$	11,337,000		$	11,175,000
Audit-related fees (2)			1,417,000			1,295,000
Tax fees (3)			285,000			318,000
All other fees (4)			5,000			5,000
Total		$	13,044,000		$	12,793,000

	Number of Shares (as of December 15, 2025)
Outstanding Award Type	Under LTIP (1)			Under all Equity Plans (2)
Stock Options (3)			54,194			54,194
Weighted-average exercise price		$	38.43		$	38.43
Weighted-average remaining term (years)			4.57			4.57
Restricted Stock Units			40,201,851			40,201,851
Performance Stock Units (4)			2,164,091			2,164,091
Deferred Stock Units			141,667			141,667
Total shares subject to outstanding awards			42,561,803			42,561,803
Number of shares remaining available for grant (5)			39,222,624			39,358,966

Key Equity Metrics	Fiscal 2023		Fiscal 2024		Fiscal 2025
Percentage of equity awards granted to NEOs (1)		2.4%		2.4%		2.7%
Equity burn rate (2)		2.3%		1.9%		2.1%
Dilution (3)		11.2%		9.5%		9.3%
Overhang (4)		3.3%		2.7%		2.8%

	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, 2025		Number of Units/Awards/Shares Unvested as of December 15, 2025 (3)
Cristiano R. Amon President and Chief Executive Officer		53,674		—		618,161
Akash Palkhiwala Executive Vice President, Chief Financial Officer and Chief Operating Officer		27,352		—		96,831
Alexander H. Rogers Executive Vice President and President, Qualcomm Technology Licensing and Global Affairs		16,349		—		184,886
Baaziz Achour Executive Vice President, Chief Technology Officer		10,596		—		155,674
Ann Chaplin Executive Vice President, General Counsel and Corporate Secretary		15,863		—		173,886
James H. Thompson Former Chief Technology Officer		25,937		—		172,876
All current executive officers as a group (6 persons)		137,314		—		1,380,768
All current directors, who are not executive officers, as a group (12 persons) (2)		—		67,021		—
Each nominee for election as a director:
Sylvia Acevedo		—		6,123		—
Cristiano R. Amon		53,674		—		618,161
Mark Fields		—		6,123		—
Jeffery W. Henderson		—		6,123		—
Jeremy (Zico) Kolter		—		1,055		—

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)		31 (4)		$	40.96		81 (5)
Equity compensation plans not approved by stockholders (3)		—			—		—
Total		31		$	40.96		81


	Irene B. Rosenfeld (Chair)			Kornelis (Neil) Smit			Jean-Pascal Tricore			Christopher D. Young

	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 28 years of service with Qualcomm
	Akash Palkhiwala			Current position: Executive Vice President, Chief Financial Officer (CFO), since November 2019, and Chief Operating Officer, since January 2024 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 24 years of service with Qualcomm
	Alexander H. Rogers			Current position: Executive Vice President and President, Qualcomm Technology Licensing (QTL) and 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 25 years of service with Qualcomm
	Baaziz Achour			Current position: Executive Vice President, Chief Technology Officer, QTI, since February 2025 Prior Qualcomm leadership positions include: • Chief Technology Officer — Elect, December 2024 to February 2025 • Deputy Chief Technology Officer, April 2023 to December 2024 • Senior Vice President, Engineering, July 2006 to April 2023 32 years of service with Qualcomm

	Ann Chaplin			Current position: Executive Vice President, General Counsel and Corporate Secretary, since November 2021 Prior leadership positions include: • Various legal leadership positions at General Motors Company, December 2015 to October 2021 (last serving as Corporate Secretary & Deputy General Counsel) • Attorney at the law firm of Fish & Richardson P.C., February 2001 to December 2015 (last serving as Litigation Practice Group Leader/Litigation Equity Principal) Four years of service with Qualcomm
	James H. Thompson			Former Chief Technology Officer, QTI, from March 2017 to February 2025

NEO	2025			2024			% Change
Cristiano Amon		$	1,350,000		$	1,350,000		—%
Akash Palkhiwala		$	900,000		$	900,000		—%
Alexander H. Rogers		$	800,000		$	800,000		—%
Baaziz Achour		$	800,000			N/A (1)		N/A
Ann Chaplin		$	750,000		$	700,000		7%
James H. Thompson		$	900,000		$	900,000		—%

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		118%		118%		$	3,186,000
Akash Palkhiwala		150%		$	1,350,000		118%		118%		$	1,593,000
Alexander H. Rogers		150%		$	1,200,000		118%		118%		$	1,416,000
Baaziz Achour		150%		$	1,200,000		118%		118%		$	1,416,000
Ann Chaplin		125%		$	937,500		118%		118%		$	1,106,000

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		$	6,900,000		$	6,900,000		$	9,200,000		$	23,000,000
Akash Palkhiwala		$	3,000,000		$	3,000,000		$	4,000,000		$	10,000,000
Alexander H. Rogers		$	2,100,000		$	2,100,000		$	2,800,000		$	7,000,000
Baaziz Achour		$	2,100,000		$	2,100,000		$	2,800,000		$	7,000,000
Ann Chaplin		$	2,025,000		$	2,025,000		$	2,700,000		$	6,750,000
James H. Thompson		$	3,000,000		$	3,000,000		$	4,000,000		$	10,000,000

	RTSR	Adjusted EPS
Target Performance	55th Percentile		$	11.35
Actual Performance	44th Percentile		$	9.98
Payout Percentage	73%	60%

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 generally only available to our CEO, but may be provided to other executive officers on an exception basis if deemed to be in the Company’s best interest.
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 third-party security assessment, as updated from time to time, 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. The Severance 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 Pretax and Roth 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 at certain ages, the Company’s match would be $7,150 for 2025.
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 IRS-recognized 501(c)(3) charitable organizations that meet our eligibility requirements. 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 (except in the case of our CEO, who receives up to 24 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. The CIC Severance Plan is described in more detail below. We provide change in control benefits to non-executive officers under our Non-Executive Officer Change in Control Severance Plan.

Market Capitalization
Company	$ Millions
NVIDIA		$	2,223,842
Broadcom		$	614,223
Visa		$	560,663
Oracle		$	345,241
salesforce.com		$	292,145
AMD		$	291,697
Netflix		$	262,828
Adobe		$	226,061
Accenture		$	217,924
Cisco		$	202,095
T-Mobile US		$	193,721
Qualcomm		$	189,083
Intel		$	188,026
Intuit		$	181,986
IBM		$	175,062
Applied Materials		$	171,356
Texas Instruments		$	158,541
Micron Technology		$	130,548
Lam Research		$	127,376
Analog Devices		$	98,086
PayPal		$	71,796
NXP Semiconductors		$	63,543
75th Percentile		$	291,697
Median		$	193,721
25th Percentile		$	158,541
QCOM Percentile Rank			46%

Revenues
Company	$ Millions
T-Mobile US		$	78,558
Accenture		$	64,574
IBM		$	61,860
NVIDIA		$	60,922
Cisco		$	57,233
Intel		$	54,228
Oracle		$	52,510
Broadcom		$	38,865
Qualcomm		$	36,292
salesforce.com		$	34,857
Netflix		$	33,723
Visa		$	33,351
PayPal		$	29,771
Applied Materials		$	26,485
AMD		$	22,680
Adobe		$	19,936
Micron Technology		$	18,312
Texas Instruments		$	17,519
Intuit		$	15,094
Lam Research		$	14,317
NXP Semiconductors		$	13,276
Analog Devices		$	11,569
75th Percentile		$	54,228
Median		$	33,351
25th Percentile		$	18,312
QCOM Percentile Rank			62%

Name and Principal Position	Year		Salary ($) (3)		Stock Awards ($) (4)		Non-Equity Incentive Plan Compensation ($) (5)		All Other Compensation ($) (6)		Total ($)
Cristiano R. Amon President and Chief Executive Officer		2025		1,350,000		24,162,043		3,186,000		1,003,054		29,701,097
		2024		1,350,000		20,000,084		3,753,000		828,490		25,931,574
		2023		1,346,154		21,110,241		540,000		493,940		23,490,335
Akash Palkhiwala Executive Vice President, Chief Financial Officer and Chief Operating Officer		2025		900,000		10,505,694		1,593,000		136,426		13,135,120
		2024		848,151		10,000,421		1,877,000		106,194		12,831,766
		2023		750,214		7,390,206		225,000		151,539		8,516,959
Alexander H. Rogers Executive Vice President and President, Qualcomm Technology Licensing and Global Affairs		2025		800,010		7,353,972		1,416,000		133,252		9,703,234
		2024		800,010		6,000,327		1,557,000		80,046		8,437,383
		2023		800,010		6,330,200		224,000		145,453		7,499,663
Baaziz Achour Executive Vice President, Chief Technology Officer		2025		777,408		7,158,631		1,416,000		113,711		9,465,750
		2024
		2023
Ann Chaplin Executive Vice President, General Counsel and Corporate Secretary		2025		748,077		7,091,157		1,106,000		58,698		9,003,932
		2024		700,000		5,250,210		973,000		42,750		6,965,960
		2023		700,000		4,480,192		140,000		207,970		5,528,162
James H. Thompson Former Chief Technology Officer		2025		478,643		10,505,694		—		123,778		11,108,115
		2024		900,058		10,000,205		1,877,000		171,614		12,948,877
		2023		900,058		9,500,276		270,000		123,544		10,793,878

Name	Perquisites and Other Personal Benefits ($) (1)		Nonqualified Deferred Compensation Plan ($) (2)		Charitable Match ($) (3)		401k Match ($) (4)		Life Insurance Premiums ($) (5)		All Other Compensation Total ($)
Cristiano R. Amon		655,476		204,120		125,000		6,775		11,683		1,003,054
Akash Palkhiwala		17,317		110,619		—		6,306		2,184		136,426
Alexander H. Rogers		—		94,280		—		6,775		32,197		133,252
Baaziz Achour		—		68,513		20,500		6,775		17,923		113,711
Ann Chaplin		—		28,462		15,600		6,775		7,861		58,698
James H. Thompson		—		111,082		—		5,129		7,567		123,778

				Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards (3)						All other Stock Awards: Number of shares of stock or units (#) (3)		Grant Date Fair Value of Stock Awards ($) (4)
Name	Type of Award	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)				Grant Date Fair Value of Stock Awards ($) (4)
Cristiano R. Amon	ACIP				607,500		2,700,000		5,400,000
	RTSR PSUs		10/8/24								10,267		41,069		82,138				8,222,014
	EPS PSUs		10/8/24								13,553		41,069		82,138				6,831,417
	RSUs		10/8/24														54,759		9,108,612
Akash Palkhiwala	ACIP				303,750		1,350,000		2,700,000
	RTSR PSUs		10/8/24								4,464		17,857		35,714				3,574,971
	EPS PSUs		10/8/24								5,893		17,857		35,714				2,970,333
	RSUs		10/8/24														23,809		3,960,389
Alexander H. Rogers	ACIP				270,000		1,200,000		2,400,000
	RTSR PSUs		10/8/24								3,125		12,500		25,000				2,502,500
	EPS PSUs		10/8/24								4,125		12,500		25,000				2,079,250
	RSUs		10/8/24														16,666		2,772,222
Baaziz Achour	ACIP				270,000		1,200,000		2,400,000
	RTSR PSUs		10/8/24								1,786		7,143		14,286				1,430,029
	EPS PSUs		10/8/24								2,357		7,143		14,286				1,188,167
	RSUs		10/8/24														9,524		1,584,222
	RTSR PSUs		12/10/24								1,401		5,603		11,206				910,656
	EPS PSUs		12/10/24								1,849		5,603		11,206				876,645
	RSUs		12/10/24														7,471		1,168,913
Ann Chaplin	ACIP				210,938		937,500		1,875,000
	RTSR PSUs		10/8/24								3,013		12,053		24,106				2,413,011
	EPS PSUs		10/8/24								3,977		12,053		24,106				2,004,896
	RSUs		10/8/24														16,071		2,673,250
James H. Thompson	ACIP				303,750		1,350,000		2,700,000
	RTSR PSUs		10/8/24								4,464		17,857		35,714				3,574,971
	EPS PSUs		10/8/24								5,893		17,857		35,714				2,970,333
	RSUs		10/8/24														23,809		3,960,389

			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		12/05/22		24,262 (4)		4,105,130
		12/05/22		32,765 (5)		5,543,838
		12/05/22		37,082 (5)		6,274,274
		12/13/23		39,794 (6)		6,733,145
		12/13/23						89,568 (11)		15,154,906
		12/13/23						66,293 (11)		11,216,776
		10/08/24		55,968 (7)		9,469,786
		10/08/24						83,952 (12)		14,204,678
		10/08/24						41,976 (13)		7,102,339
Total				189,871		32,126,173		281,789		47,678,699
Akash Palkhiwala		12/05/22		8,494 (4)		1,437,185
		12/05/22		11,470 (5)		1,940,724
		12/05/22		12,981 (5)		2,196,385
		12/13/23		13,928 (6)		2,356,618
		12/13/23						31,349 (11)		5,304,251
		12/13/23						23,204 (11)		3,926,117
		01/22/24		5,421 (8)		917,233
		01/22/24						12,200 (14)		2,064,240
		01/22/24						8,402 (14)		1,421,618
		10/08/24		24,335 (7)		4,117,482
		10/08/24						36,503 (12)		6,176,308
		10/08/24						18,251 (13)		3,088,069
Total				76,629		12,965,627		129,909		21,980,603
Alexander H. Rogers		12/05/22		7,276 (4)		1,231,099
		12/05/22		9,825 (5)		1,662,390
		12/05/22		11,119 (5)		1,881,335
		12/13/23		11,939 (6)		2,020,079
		12/13/23						26,872 (11)		4,565,742
		12/13/23						19,889 (11)		3,365,219
		10/08/24		17,034 (7)		2,882,153
		10/08/24						25,552 (12)		4,323,398
		10/08/24						12,776 (13)		2,161,699
Total				57,193		9,677,056		85,089		14,416,058

	Footnotes to Outstanding Awards Table
	1			Our NEOs did not hold any stock options at September 28, 2025. 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 2025. Amounts include dividend equivalent shares that had not vested at the end of fiscal 2025 as follows: 8,162 shares for Mr. Amon; 3,146 shares for Mr. Palkhiwala; 2,454 shares for Mr. Rogers; 613 shares for Dr. Achour; 1,900 shares for Ms. Chaplin and 3,724 shares for Dr. Thompson.
	3			Amounts in this column represent outstanding PSUs whose measurement periods were not completed as of the end of fiscal 2025. Amounts include dividend equivalent shares that had not vested at the end of fiscal 2025 as follows: 8,136 shares for Mr. Amon; 3,794 shares for Mr. Palkhiwala; 2,453 for Mr. Rogers; 1,561 shares for Dr. Achour; 2,220 shares for Ms. Chaplin and 3,891 shares for Dr. Thompson.

	Stock Awards
Name	Number of Shares Acquired on Vesting (#) (2)		Value Realized on Vesting ($) (3)
Cristiano R. Amon		122,127		20,603,763
Akash Palkhiwala		42,740		7,174,380
Alexander H. Rogers		38,475		6,490,264
Baaziz Achour		13,338		2,201,233
Ann Chaplin		39,361		6,670,194
James H. Thompson		66,356		11,205,588