QORVO INC (QRVO)
Sector: Information Technology
2026 Annual Meeting Analysis
QORVO INC · Meeting: August 11, 2026
Directors FOR
4
Directors AGAINST
6
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Bruggeworth has served as a director since 2013 and as CEO; Qorvo's 3-year stock return of -7.1% falls 99.8 percentage points below the company-disclosed peer group median of +92.7%, far exceeding the 20-percentage-point trigger threshold that applies when absolute 3-year returns are negative, and the 5-year return of -49.9% is 162.7 percentage points below the peer median, confirming this is sustained rather than transient underperformance, so no 5-year mitigant applies.
Bruner joined the board in May 2021, giving her more than 24 months of tenure and meaningful overlap with the full 3-year underperformance period; Qorvo's 3-year return of -7.1% is 99.8 percentage points below the peer median, well above the 20-percentage-point trigger, and the 5-year relative underperformance of 162.7 percentage points confirms the poor track record is not a recent blip, so no mitigant applies.
Harding has served since January 2015, giving him full overlap with the 3-year underperformance period; Qorvo's 3-year stock return of -7.1% is 99.8 percentage points below the company-disclosed peer group median, far exceeding the 20-percentage-point trigger for negative absolute TSR, and the 5-year underperformance of 162.7 percentage points confirms this is a sustained issue with no mitigant available.
Nelson has served since January 2015 and has full overlap with the 3-year underperformance period; Qorvo's 3-year stock return of -7.1% is 99.8 percentage points below the company-disclosed peer group median, far exceeding the 20-percentage-point trigger, and the 5-year underperformance of 162.7 percentage points shows this is sustained rather than temporary, eliminating any mitigant.
Rhines has served since January 2015 and currently serves as Board Chair and Lead Independent Director, giving him the greatest accountability for the board's oversight during the underperformance period; Qorvo's 3-year stock return of -7.1% trails the peer group median by 99.8 percentage points, far above the 20-percentage-point trigger threshold, and the 5-year gap of 162.7 percentage points confirms sustained destruction of shareholder value relative to peers.
Spradley has served since January 2017, giving her full overlap with the 3-year underperformance period; Qorvo's 3-year stock return of -7.1% is 99.8 percentage points below the company-disclosed peer group median, well above the 20-percentage-point trigger for negative absolute TSR, and the 5-year underperformance of 162.7 percentage points confirms that this is a sustained pattern with no mitigating 5-year track record.
For Analysis
Clemmer joined the board in April 2025, less than 24 months before the August 2026 meeting, so he is exempt from the TSR underperformance trigger under the policy's new-director rule; he brings over 50 years of semiconductor industry experience including as CEO of NXP Semiconductors, which is relevant and valuable for Qorvo's situation.
Feld joined the board in August 2025, well within the 24-month new-director exemption window, so the TSR trigger does not apply; he brings extensive capital markets and governance expertise as a managing member of Starboard Value and has significant public company board experience across the technology sector.
Koopmans joined the board in April 2025, within the 24-month new-director exemption period, so the TSR trigger does not apply; he brings relevant semiconductor industry expertise as President and COO of Marvell Technology and is a constructive addition to the board.
Lowe was appointed in November 2024, within the 24-month exemption window, so he is not subject to the TSR underperformance trigger; he brings relevant experience as former CEO of Lumentum Holdings in the photonics and semiconductor space.
Of the 10 director nominees, 6 longer-tenured directors (Bruggeworth, Bruner, Harding, Nelson, Rhines, and Spradley) receive AGAINST votes because Qorvo's 3-year stock return of -7.1% trails the company-disclosed peer group median by nearly 100 percentage points — far exceeding the 20-percentage-point trigger threshold — and the 5-year gap of 162.7 percentage points confirms this is sustained underperformance rather than a temporary trough; the 4 directors appointed within the past 24 months (Clemmer, Feld, Koopmans, and Lowe) are exempt from the trigger and receive FOR votes.
Say on Pay
✗ AGAINSTCEO
Robert A. Bruggeworth
Total Comp
$13,106,962
Prior Support
59%%
Qorvo received only 59% shareholder support on its 2025 say-on-pay vote, triggering the policy's below-70% threshold that requires a No vote unless meaningful changes have been made; while the company engaged shareholders and made real program changes for fiscal 2027 (replacing qualitative objectives-based performance stock awards with purely financial metrics), the fiscal 2026 pay reported in this proxy — CEO total compensation of approximately $13.1 million with above-target payouts on performance awards — was earned under the same program structure that generated the low support, so the changes are prospective rather than remedial for this vote. Additionally, Qorvo's stock has delivered a 3-year return of -7.1% against a peer group median of +92.7%, a gap of nearly 100 percentage points, meaning above-target variable pay was earned while shareholders experienced significant underperformance relative to peers, which fails the pay-for-performance alignment check.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
8 yrs
Audit Fees
$2,980,000
Non-Audit Fees
$101,000
Ernst & Young has served as Qorvo's auditor since fiscal 2019, giving it approximately 8 years of tenure, well below the 25-year threshold that would raise independence concerns; non-audit fees (tax advisory) total $101,000 against audit fees of $2,980,000, a ratio of about 3.4%, far below the 50% threshold; EY is a Big 4 firm appropriate for Qorvo's size and complexity; no material restatements were identified.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Stockholder Proposal Regarding Right to Act by Written Consent
John Chevedden is a well-known individual governance activist with a long track record of submitting mainstream shareholder rights proposals, and the request for a written consent right is a standard governance improvement that gives shareholders a way to act on urgent matters without waiting for an annual meeting. The company's existing special meeting right requires 25% of shares to call a meeting — a relatively high threshold that limits shareholder ability to act quickly — and written consent would complement this by allowing a majority of shareholders to initiate action on time-sensitive issues. The board's opposition arguments (risk of minority abuse, lack of notice) are overstated given that written consent legally requires majority support from all outstanding shares, meaning in practice it needs roughly 70–80% of reachable shareholders to succeed, making minority capture effectively impossible.
Overall Assessment
This ballot presents a mixed picture: six of Qorvo's ten director nominees receive AGAINST votes due to the company's severe and sustained stock underperformance — trailing its own peer group by nearly 100 percentage points over three years — while three newer directors are appropriately exempted from that trigger; the Say on Pay vote also receives a AGAINST determination driven by both the prior year's 59% support level and the ongoing misalignment between above-target executive pay and shareholder returns, though the auditor ratification and the written consent stockholder proposal both receive FOR votes.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing