QUALCOMM INC/DE QCOM

48% shingled-prose overlap between the two filings.

2025: 48,487 chars · 2026: 48,823 chars

• Committee Report:90% overlap (1,958 → 1,981 chars)
• Pay Ratio (Item 402(u)):61% overlap (2,100 → 2,101 chars)
• Say-on-Pay proposal:65% overlap (3,130 → 3,205 chars)

• changedThis Compensation Discussion and Analysis (CD&A) describes that program and the compensation awarded to, earned by or paid to our named executive officers (NEOs) for fiscal 2025, 2024,along with the underlying rationale of our HR and Compensation Committee in making its compensation decisions.
• changedOUR NEOs FOR FISCAL 2025 2024
• changedAmon ​ ​ Current position: President and Chief Executive Officer (CEO), since June 2021 Prior Qualcomm leadership positions include: • blacklining:none;President and CEO-elect, January 2021 to June 2021 ​ • blacklining:none;President, January 2018 to January 2021 ​ • blacklining:none;Executive Vice President, Qualcomm Technologies, Inc. (QTI) and President, Qualcomm CDMA Technologies (QCT), November 2015 to January 2018 ​ • blacklining:none;Executive Vice President, QTI and Co-President QCT, October 2012 to November 2015 ​ • blacklining:none;Senior Vice President and Co-President QCT, June 2012 to October 2012 ​ • blacklining:none;Senior Vice President, QCT Product Management, October 2007 to June 2012 ​ 28 27years of service with Qualcomm ​ ​ Akash Palkhiwala ​ ​ Current position: Executive Vice President, Chief Financial Officer (CFO), since November 2019, and Chief Operating Officer, Officer(COO),since January 2024 Prior Qualcomm leadership positions include: • blacklining:none;Senior Vice President and Interim CFO, August 2019 to November 2019 ​ • blacklining:none;Senior Vice President, QCT Finance, QTI, December 2015 to August 2019 ​ • blacklining:none;Senior Vice President and Treasurer, October 2014 to December 2015 ​ 24 23years of service with Qualcomm ​ ​ Alexander JamesH.
• changedRogers ​ ​ Current position: Executive Vice President and President, Qualcomm Technology Licensing (QTL) and Global Affairs, since June 2021 Prior Qualcomm leadership positions include: • blacklining:none;Executive Vice President and President, QTL, October 2016 to June 2021 ​ • blacklining:none;Senior Vice President and President, QTL, September 2016 to October 2016 ​ • blacklining:none;Senior Vice President, Deputy General Counsel and General Manager, QTL, March 2016 to September 2016 ​ • blacklining:none;Senior Vice President and Deputy General Counsel, October 2015 to March 2016 ​ • blacklining:none;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: • blacklining:none;Chief Technology Officer — Elect, December 2024 to February 2025 ​ • blacklining:none;Deputy Chief Technology Officer, April 2023 to December 2024 ​ • blacklining:none;Senior Vice President, Engineering, July 2006 to April 2023 ​ 32 24years of service with Qualcomm ​
• changed​ 54 ​ ​ ​ ​ 2026 2025PROXY STATEMENT ​
• newCOMPENSATION DISCUSSION AND ANALYSIS
• changed​ Ann Chaplin ​ ​ Current position: Executive Vice President, General Counsel and Corporate Secretary, since November 2021 Prior leadership positions include: • blacklining:none;Various legal leadership positions at General Motors Company, December 2015 to October 2021 (last serving as Corporate Secretary & Deputy General Counsel) ​ • blacklining:none;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 Threeyears of service with Qualcomm ​ ​ James H.
• newThompson ​ ​ Former Chief Technology Officer, QTI, from March 2017 to February 2025 ​ ​ ​ ​ ​ ​ ​
• newFISCAL 2025 PERFORMANCE
• changedWe are pleased with our execution and financial performance in fiscal 2025, 2024,delivering GAAP and Non-GAAP revenues of $44.3 $39.0billion and $44.1 $38.9billion, respectively.
• newWe also delivered GAAP and Non-GAAP diluted earnings per share (EPS) of $5.011 and $12.03, respectively.
• changedIn addition, our business generated record operating cash flow of $14.0 $12.2billion during the year.
• changedIn fiscal 2025, 2024,we achieved several important business initiatives, including those noted below:
• newblacklining:none;We introduced our Snapdragon® 8 Elite Gen 5 Mobile Platform2 for next-generation flagship AI smartphones, equipped with our custom-built 3rd generation Qualcomm OryonTM CPU — the fastest mobile CPU ever.
• newWith the Snapdragon 8 Elite Gen 5, we continue to set the pace of innovation in mobile processors.
• newblacklining:none;We unveiled our newest platforms for premium laptops — the Snapdragon X2 Elite and X2 Elite Extreme.
• newOur industry-leading processors continue to outperform competitors in both speed and power efficiency.
• newblacklining:none;We saw Personal AI growing at a remarkable pace as leading OEMs announced new devices powered by Snapdragon: Meta introduced the Ray-Ban Meta 2nd Gen glasses, Oakley Meta Vanguard performance glasses, and the Meta Ray-Ban Display and neural band, and Samsung debuted Galaxy XR, a truly multimodal AI headset.
• newblacklining:none;We completed several strategic acquisitions that enhance our offerings for developers, expanding our leadership in AI capabilities to power AI-enabled products and services across IoT.
• newblacklining:none;We reached an agreement to acquire Alphawave IP Group plc, a global leader in high-speed wired connectivity and compute technologies for data centers, AI, data networking and data storage.
• newThe acquisition closed during the first quarter of fiscal 2026.
• newblacklining:none;We achieved a significant milestone in Automotive with the launch of Snapdragon RideTM Pilot, our first full-system solution for L2+ automated driving, developed in close collaboration with BMW.
• newblacklining:none;We announced our entry into the data center business.
• newWe are pleased to have HUMAIN as our first customer for our next-generation AI inference-optimized solutions for data centers: the Qualcomm® AI200 and AI250 chip-based accelerator cards and racks.
• new​ 1 blacklining:none;Fiscal 2025 GAAP results included a $5.7 billion non-cash charge to income tax expense to establish a valuation allowance as we no longer expect to realize substantially all of our existing federal deferred tax assets as a result of the tax reform legislation included in the One Big Beautiful Bill Act enacted on July 4, 2025.
• changed​ 2 1blacklining:none; Snapdragon and Qualcomm branded products are products of Qualcomm Technologies, Inc. and/or its subsidiaries.
• changed​ 2026 2025PROXY STATEMENT ​ ​ ​ ​ 55 ​
• newTABLE OF CONTENTS​​​​
• changedWe are appreciative of the stockholder support for our Say-on-Pay result in 2025, 2024,with 89% 92%of votes cast in favor of our Say-on-Pay proposal at last year’s annual meeting.
• changedDuring fiscal 2025, 2024,our Chair of the Board and our Chair of the HR and Compensation Committee continued the open dialogue, reaching out to stockholders representing approximately 40% of the Company’s outstanding shares and directly engaging with many of our largest stockholders.
• changedblacklining:none;Our executive compensation program, including the use of a non-financial performance measure measuresto determine payout; and
• newblacklining:none;Corporate responsibility and sustainability issues, including our GHG emissions reductions targets, and human capital management, among other areas.
• changedFigure 1 is an overview of the primary components of our fiscal 2025 2024executive compensation program.
• changedFigure 1: Fiscal 2025 2024Executive Compensation Program Overview
• changed​ ​ ​ ​ ​ ​ ​ Objective ​ ​ Component ​ ​ Form ​ ​ Attracts, Retains and Motivates Talent and Aligns with Stockholders Interests ​ ​ Supports the Execution of Strategy ​ ​ Balances Short- and Long-Term ​ ​ Salary ​ ​ Cash ​ ​ Competitive amounts that attract and retain executive officers who develop and execute our business strategy ​ ​ ​ ​ ​ ​ ​ ​ Annual Cash Incentive Plan (ACIP) ​ ​ Cash ​ ​ Aligns a portion of cash compensation with achieving the Company’s annual objectives Payouts based on performance targets aligned with annual metrics ​ ​ Financial Performance • blacklining:none;Adjusted Operating Income Revenues(weighted 60%) 40%)​ • blacklining:none;Adjusted Revenues OperatingIncome(weighted 40%) 60%)​ Non-Financial Performance • blacklining:none;Human capital advancements (modifies the Financial Performance result by a multiplier of 0.9 to 1.1) ​ ​ ​ Current fiscal year ​ ​ Performance Stock Units (PSUs) ​ ​ Equity ​ ​ Aligns the majority of equity awards with achieving long-term performance targets Payouts based on performance targets aligned with long-term stock price performance and financial metrics ​ ​ 50% of the award is based on relative total stockholder return (RTSR) compared to the NASDAQ-100 and 50% is based on three-year average Adjusted three-yearEPS ​ ​ Three-year performance period; three-year cliff vest ​ ​ Restricted Stock Units (RSUs) ​ ​ Equity ​ ​ Provides long-term retention value while further aligning our executive officers’ interests with those of our stockholders ​ ​ Vesting based on continued service and value is tied to stock price ​ ​ Annual vesting in equal installments over three years ​
• changed​ 56 ​ ​ ​ ​ 2026 2025PROXY STATEMENT ​
• newblacklining:none; Internally Fair.
• changedSee the discussion of our risk-assessment process under the section “Compensation Risk Management” on page 67 64for more details on our compensation-related corporate governance practices.
• changedA summary of these and several other benefits begins on page 62. 59.
• changed2025 2024Executive Compensation Program
• changedIn the first quarter of fiscal 2025, 2024,the HR and Compensation Committee approved the fiscal 2025 2024annual base salaries for our executive officers.
• newAt that time, the HR and Compensation Committee increased Ms. Chaplin’s base salary in fiscal 2025 to reflect her strong performance and leadership as well as to remain competitive to market.
• changedAtthattime,The HR and Compensation Committee did not increase the fiscal 2025 2024annual base salaries for any other of our NEOs as their base salary levels remained competitive to market.
• newIn December 2024, Dr. Achour, then our Deputy Chief Technology Officer, was appointed to serve as our Chief Technology Officer — Elect (with his service as Chief Technology Officer commencing in February 2025), and the HR and Compensation Committee set his annual base salary at $800,000, as determined to be competitive to market for such position.
• changedThe approved endingfiscal 2025 2024and fiscal 2024 2023annual base salaries for our NEOs are illustrated below in Figure 2.
• changed​ NEO ​ ​ 2025 2024​ ​ 2024 2023​ ​ % Change ​ ​ Cristiano Amon ​ ​ ​ $ 1,350,000 ​ ​ ​ ​ $ 1,350,000 ​ ​ ​ ​ ​ —% ​ ​ ​ Akash Palkhiwala ​ ​ ​ $ 900,000 ​ ​ ​ ​ $ 900,000 750,000​ ​ ​ ​ ​ —% 20%​ ​ ​ Alexander JamesH.
• newRogers ​ ​ ​ $ 800,000 ​ ​ ​ ​ $ 800,000 ​ ​ ​ ​ ​ —% ​ ​ ​ Baaziz Achour ​ ​ ​ $ 800,000 ​ ​ ​ ​ ​ N/A (1) ​ ​ ​ ​ ​ N/A ​ ​ ​ Ann Chaplin ​ ​ ​ $ 750,000 ​ ​ ​ ​ $ 700,000 ​ ​ ​ ​ ​ 7% ​ ​ ​ James H.
• changedThompson ​ ​ ​ $ 900,000 ​ ​ ​ ​ $ 900,000 ​ ​ ​ ​ ​ —% ​​ ​ AlexanderH.
• newblacklining:none;Dr. Achour was not an executive officer in fiscal 2024.
• changedFiscal 2025 2024ACIP Structure.
• changedFor fiscal 2025, consistent with recent years, 2024,the HR and Compensation Committee determined that annual cash incentive payouts under the ACIP would have annual operating performance measures (Adjusted Operating Income Revenuesand Adjusted Revenues, OperatingIncome,as defined in Appendix A) with a non-financial performance measure (human capital advancements) modifier.
• newThe financial targets approved for the fiscal 2025 ACIP took into account our Board-approved annual budget, prior year results, business outlook and market consensus, among other factors.
• changedThese targets were areintended to be aggressive yet achievable with diligent effort during the fiscal year.
• changedConsistent with the prior year ACIP weightings, Adjusted Operating Income was Revenueswereweighted at 60%, 40%,Adjusted Revenues were OperatingIncomewasweighted at 40% 60%and the human capital advancements modifier can adjust the payout by a multiple of 0.9 to 1.1.
• changedEach executive officer’s ACIP target is based on a percent-of-base salary and is determined by the HR andCompensationCommitteebasedonpracticesofourpeercompaniesand individualconsiderations.
• changed​ 2026 2025PROXY STATEMENT ​ ​ ​ ​ 57 ​
• newCompensation Committee based on practices of our peer companies and individual considerations.
• newFor fiscal 2025, the target bonus percentage for Mr. Rogers was increased from 140% to 150% and the target bonus percentage for Ms. Chaplin was increased from 100% to 125%, in each case to better align with market.
• newNo other NEOs received a change in their target bonuses in fiscal 2025, except for Dr. Achour whose target bonus percentage as Chief Technology Officer was established upon his appointment to such position.
• changedThe ACIP payout schedule for fiscal 2025 2024is set forth in Figure 3.
• changedFigure 3: Fiscal 2025 2024ACIP Payout Schedule (1)
• changed​ ​ ​ ​ Award Level ​ ​ Achievement of Financial Objective (2) ​ ​ Funding of Financial Objective ​ ​ Financial ​ ​ Maximum ​ ​ 120% ​ ​ ​ ​ 200% ​ ​ ​ Target ​ ​ 100% ​ ​ ​ ​ 100% ​ ​ ​ Threshold ​ ​ 80% ​ ​ ​ ​ 25% ​ ​ ​ Below Threshold ​ ​ Below 80% ​ ​ ​ ​ 0% ​ ​ ​ Non-Financial ​ ​ Modifies Funding of Financial Objective:Non-Financial significantlyabove expectations: Multiplier of 1.1Non-Financial meets expectations: Multiplier of 1.0Non-Financial significantlybelow expectations: Multiplier of 0.9 ​
• changedThe HR and Compensation Committee has the authority to apply discretion to individual ACIP earned amounts based on feedback from other Board members, feedback from our CEO and other considerations.
• changedA summary of these factors is discussed in the “Process and Rationale for Executive Compensation Decisions” section beginning on page 64. 61.
• newThe HR and Compensation Committee did not exercise such discretion for fiscal 2025.
• changedThe 2025 2024ACIP includes a non-financial performance measure as a modifier.
• changedFor fiscal 2025, 2024,the HR and Compensation Committee’s framework to evaluate performance focused on human capital advancements.
• changedThe framework considers holistic performance across several areas including execution of senior leader development activities, turnover statistics at a Company level and in key areas, as well as trends and progress in the areas of culture culture,moraleand morale. inclusion.
• changedThe HR and Compensation Committee reviewed progress in these areas with management in connection with finalizing rewards for fiscal 2025. 2024.
• changedFiscal 2025 2024ACIP Earnings
• changedFigure 4 shows the objectives and actual performance for Adjusted Operating Income Revenuesand Adjusted Revenues OperatingIncomeand illustrates the following:
• changedblacklining:none;Adjusted Operating Income Revenuesperformance was 104.9% 105.1%of target, Adjusted Revenues OperatingIncomeperformance was 101.6% 109.7%of target and the non-financial modifier for human capital advancements was determined to have a multiple of 1.0.
• changedblacklining:none;As a result, our financial weighted performance was 103.6% ((104.9% 107.9%((105.1%x 60%) 40%)+ (101.6% (109.7%x 40%)) 60%))and our non-financial modifier was a multiple of 1.0, which translated into award funding of 118% 139%based on the predefined formula in the 2025 2024ACIP.
• newblacklining:none;The above-target final payout for the 2025 ACIP reflects higher financial achievement against budgeted financials in fiscal 2025, primarily due to higher than expected handset revenues, which benefited from an increase in demand for premium-tier Snapdragon platforms in Android devices.
• changed​ 58 ​ ​ ​ ​ 2026 2025PROXY STATEMENT ​
• changedFigure 4: Fiscal 2025 2024ACIP Objectives and Performance
• changedFigure 5: Fiscal 2025 2024ACIP Target and Earned Amounts (1)
• changedAmon ​ ​ ​ ​ 200% ​ ​ ​ ​ $ 2,700,000 ​ ​ ​ ​ ​ 118% 139%​ ​ ​ ​ ​ 118% 139%​ ​ ​ ​ $ 3,186,000 3,753,000​ ​ ​ Akash Palkhiwala ​ ​ ​ ​ 150% ​ ​ ​ ​ $ 1,350,000 ​ ​ ​ ​ ​ 118% 139%​ ​ ​ ​ ​ 118% 139%​ ​ ​ ​ $ 1,593,000 1,877,000​ ​ ​ Alexander JamesH.
• newRogers ​ ​ ​ ​ 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 ​ ​
• newblacklining:none;Dr. Thompson retired from the Company during fiscal 2025 and therefore was not eligible for a bonus under the ACIP.

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