8-KLeadership Changes

QUALCOMM INC/DE 8-K Report, Executive Changes (Dec 18, 2013)

Filed December 18, 2013For Securities:QCOM

Summary

Qualcomm Inc. announced a significant leadership transition effective March 4, 2014. Steven M. Mollenkopf has been appointed Chief Executive Officer-elect and will officially assume the CEO role after the 2014 Annual Meeting of Stockholders. He will continue as President and was also appointed to the Board of Directors. Current CEO, Dr. Paul E. Jacobs, will transition to the role of Executive Chairman, focusing on technology development and long-term strategic opportunities. This change signifies a new chapter for Qualcomm's executive leadership. Accompanying this leadership change, Mr. Mollenkopf's compensation has been adjusted to reflect his new responsibilities. This includes a new base salary, eligibility for a significant annual bonus, and substantial restricted stock unit (RSU) grants totaling $50 million. These RSU grants include both special retention awards and a multi-year grant designed to front-load future equity awards. Investors should note the significant equity component intended to align Mr. Mollenkopf's interests with long-term shareholder value.

Key Highlights

  • 1Steven M. Mollenkopf appointed Chief Executive Officer-elect, transitioning to CEO post-March 4, 2014 Annual Meeting.
  • 2Dr. Paul E. Jacobs will step down as CEO and assume the role of Executive Chairman, focusing on strategy and technology.
  • 3Mr. Mollenkopf appointed to the Board of Directors, effective December 12, 2013.
  • 4Mr. Mollenkopf's compensation includes a $1.1 million base salary and a target bonus of 200% of his base salary.
  • 5Significant equity awards granted to Mr. Mollenkopf: $20 million in special retention RSUs and $30 million in multi-year RSUs.
  • 6The multi-year RSU grant is structured to front-load anticipated CEO equity awards over five years.
  • 7Disclosure regarding the compensation of Mr. Mollenkopf's brother, James D. Mollenkopf, who serves in a Senior Director role.

Frequently Asked Questions

Steven M. Mollenkopf has been appointed as the Chief Executive Officer-elect. He will officially commence his service as Chief Executive Officer following the Company’s 2014 Annual Meeting of Stockholders on March 4, 2014.

Dr. Paul E. Jacobs will step down as CEO and will serve as the Company’s Executive Chairman. In this capacity, he will remain involved in guiding the development of new technology and the Company’s long-term opportunities.

Mr. Mollenkopf will receive a base salary of $1.1 million per year. He is also eligible for an annual bonus of up to 200% of his base salary at target. Additionally, he received two significant restricted stock unit grants totaling $50 million in value.

Mr. Mollenkopf received two types of RSU grants: $20 million in special retention RSUs vesting over three years, and $30 million in multi-year RSUs vesting over five years. The latter grant is designed to front-load anticipated CEO equity awards for the next five years.