QUALCOMM INC (QCOM)
Sector: Information Technology
2026 Annual Meeting Analysis
QUALCOMM INC · Meeting: March 17, 2026
Directors FOR
2
Directors AGAINST
9
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Against Analysis
Ms. Acevedo has served since 2020, fully overlapping the period in which QCOM's stock gained only 23% while the company's own disclosed compensation peers gained a median of 78% — a gap of 55 percentage points, which exceeds the policy's 50-point trigger for companies with positive but peer-lagging returns; the 5-year record provides no relief as the underperformance is similarly severe over that window.
Mr. Amon has served as a director since 2021 and as CEO throughout the relevant performance period; QCOM's 3-year total return of 23% trails the company's own peer group median of 78% by 55 percentage points, exceeding the policy's 50-point trigger for companies with strong-positive absolute returns; the 5-year record shows an equally large gap and provides no mitigating relief, and as the executive director most directly accountable for strategy, the TSR trigger applies independently of the Say on Pay vote.
Mr. Fields has served since 2018 and his full tenure overlaps the underperformance window; QCOM's 3-year stock return of 23% lags the company-disclosed peer median of 78% by 55 percentage points, exceeding the policy threshold, and the 5-year picture is no better, so the trigger stands without mitigation.
Mr. Henderson has served since 2016 and his tenure fully encompasses the underperformance period; QCOM trailed its own peer group by 55 percentage points over three years and by a similarly wide margin over five years, so neither the 3-year trigger nor the 5-year mitigant favors a FOR vote.
Ms. Livermore has served since 2016, fully overlapping the period of significant peer-relative underperformance; the 55-percentage-point 3-year gap and an equally large 5-year gap both exceed policy thresholds, and no mitigating circumstance applies.
Mr. McLaughlin has served as a director since 2015 and as Chair of the Board throughout the relevant period; as the board's senior independent leader he bears particular accountability for the fact that QCOM's stock trailed its own peer group median by 55 percentage points over three years and by a similar margin over five years, both exceeding policy thresholds.
Ms. Miller has served since 2020, fully overlapping the underperformance window; QCOM's 55-percentage-point 3-year lag versus its own peer median exceeds the policy trigger, and the 5-year record provides no relief.
Ms. Rosenfeld has served since 2018 and chairs the HR and Compensation Committee, meaning she has direct oversight of the pay program during the period of significant underperformance; QCOM trailed its own disclosed peer group by 55 percentage points over three years with no 5-year relief, exceeding policy thresholds.
Mr. Tricoire has served since 2020, fully overlapping the underperformance window; the 55-percentage-point peer-relative gap over three years and a comparable gap over five years both exceed the policy threshold with no mitigating circumstance.
For Analysis
Dr. Kolter joined the board in 2025 and has served for less than 24 months, so he is exempt from the TSR underperformance trigger under policy; his AI safety expertise is directly relevant to Qualcomm's strategic priorities.
Ms. Myers joined the board in 2024 and has served for less than 24 months, placing her within the new-director exemption from the TSR trigger; her finance and technology expertise add relevant capabilities to the audit committee.
The TSR underperformance trigger fires for 9 of the 11 nominees. QCOM delivered a 3-year total return of +23%, which in absolute terms is positive, but trails the company's own disclosed compensation peer group median of +78% by 55 percentage points — well above the policy's 50-point threshold for the strong-positive TSR tier. The 5-year gap of -73.8pp versus peers is equally large, so the 5-year mitigant does not apply. Only two directors — Dr. Kolter (joined 2025) and Ms. Myers (joined 2024) — fall within the 24-month new-director exemption and receive FOR votes. All other nominees receive AGAINST votes.
Say on Pay
✓ FORCEO
Cristiano R. Amon
Total Comp
$29,701,097
Prior Support
N/A
CEO total compensation of approximately $29.7 million is broadly in line with benchmarks for a large-cap technology company of QCOM's scale and complexity, and the pay structure passes the policy's mix test — the proxy confirms that 90% or more of NEO target total direct compensation is variable and tied to financial or stock performance, with meaningful performance conditions including relative TSR, adjusted EPS, and adjusted revenue/operating income metrics. While QCOM has significantly underperformed its peer group on stock returns over three years, the variable pay components (performance stock awards based on relative TSR and EPS, and annual cash incentives) are designed to tie executive outcomes to company results, and there is no evidence of above-benchmark incentive payouts despite poor performance that would trigger a pay-for-performance misalignment flag. The pay program structure — with a clawback policy, stock ownership requirements of 10x salary for the CEO, double-trigger change-in-control provisions, and caps on incentive payouts — reflects sound compensation governance.
Auditor Ratification
✗ AGAINSTAuditor
PricewaterhouseCoopers LLP
Tenure
40 yrs
Audit Fees
$11,337,000
Non-Audit Fees
$1,707,000
PwC has been Qualcomm's auditor since the company commenced operations in 1985, a relationship of approximately 40 years that far exceeds the policy's 25-year tenure threshold; while the audit committee cites institutional knowledge as a reason for retention and notes lead partner rotation, the proxy does not disclose a multi-year rotation plan or other specific and compelling justification sufficient to overcome the independence concern raised by a four-decade auditor relationship; the non-audit fee ratio (fees for non-core audit services of $1,707,000 versus audit fees of $11,337,000, approximately 15%) does not independently trigger a concern.
Stockholder Proposals
2 proposals submitted by shareholders
Proposal 6
Stockholder Proposal — Shareholder Ability to Call for a Special Shareholder Meeting
John Chevedden is a well-known individual governance activist with a long track record of submitting legitimate governance proposals, and the right to call a special meeting is a mainstream structural governance improvement that strengthens shareholder accountability. The company did adopt a special meeting bylaw in December 2025, which is a meaningful partial response, but the 25% ownership threshold it chose is relatively restrictive — it effectively means that only very large institutional investors or coordinated groups can call a meeting, limiting the practical usefulness of the right for most shareholders. The proposal's 10% threshold is more in line with best-practice governance standards that prioritize meaningful shareholder access, and the company's own data showing only 17% of peers use 10% does not negate the governance case for a lower threshold; lowering the bar would give ordinary shareholders a more realistic ability to engage the board between annual meetings.
Proposal 7
Stockholder Proposal — Report on Risk of China Exposure
The filer is the Oklahoma Tobacco Settlement Endowment Trust acting through Bowyer Research, a firm widely recognized as a conservative ideological advocacy organization that regularly files shareholder proposals on national security and China-related themes across many companies as part of a political agenda rather than a neutral fiduciary concern. Under the policy's symmetry rule, ideological motivation from either direction disqualifies a proposal regardless of how it is framed. A neutral fiduciary investor would not need to engage Bowyer Research to advance a standard risk-disclosure request, as the underlying China risk information is already extensively disclosed — Qualcomm's own 10-K contains 80 references to China, detailed risk factors, revenue breakdowns by country, and ongoing management discussion of geopolitical exposure. Because the filer is ideological rather than fiduciary, the proposal should not be supported.
Overall Assessment
This ballot presents a challenging governance picture at Qualcomm: 9 of 11 director nominees receive AGAINST votes because the company's 3-year stock return of +23% — while positive in absolute terms — trails the company's own disclosed peer group median of +78% by 55 percentage points, exceeding the policy threshold with no 5-year relief; PricewaterhouseCoopers also receives an AGAINST on auditor ratification due to a 40-year tenure relationship with no credible rotation plan disclosed. The Say on Pay vote passes on a FOR because the pay structure is genuinely performance-linked and appropriately designed, the Chevedden special meeting proposal receives a FOR because it advances legitimate shareholder access rights even after the company's partial 25% threshold response, and the China risk report proposal receives an AGAINST because it is filed through Bowyer Research, an ideological conservative advocacy organization rather than a neutral fiduciary filer.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing