QUALCOMM INCDE

For the period ended Mar 18, 2025. Filed Jan 23, 2025.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Mar 18, 2025 · Filed Jan 23, 2025

QCOM$165.41+5.5%Stored close · as of Nov 6, 2026

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Contents

Pay Versus Performance

CEO PAY RATIO

We are providing the following information regarding the relationship of the annual total compensation of our CEO compared to the annual total compensation of our median employee.

For fiscal 2024, our last completed fiscal year:

the annual total compensation of our CEO, as shown in the Summary Compensation Table, was $25,931,574;

the annual total compensation of our median employee, calculated as described below, was $99,451; and

the resulting ratio was 261 : 1.

Our pay ratio estimate has been calculated in a manner consistent with Item 402(u) of Regulation S-K using data and assumptions summarized below.

To identify our median employee, we first determined our employee population (excluding our CEO) as of the last day of our fiscal year, September 29, 2024 (the Determination Date). We had approximately 49,000 employees, representing all full-time, part-time and temporary workers as of the Determination Date. The number does not include any independent contractors or “leased” workers.

We then measured our employee population’s target total direct compensation in fiscal 2024 for our consistently applied compensation measure based on information from our Human Resources management systems. This compensation measurement was calculated by totaling, for each employee, his or her annual base salary as of the Determination Date, target annual bonus in fiscal 2024 and target value of annual equity awards granted in fiscal 2024. As permitted by applicable SEC rules, due to the original median employee having anomalous compensation characteristics that impact the pay ratio, we substituted another employee within a 1% variance of the median who has substantially similar compensation to the original median employee based on the total direct compensation measurement. Once we identified our median employee, we then determined the annual total compensation of this employee.

We believe the above is a reasonable estimate of the relationship between the pay of our CEO and the pay of our median employee in fiscal 2024.

PAY VERSUS PERFORMANCE

The following tables and charts provide additional compensation information regarding our NEOs, prepared in accordance with the SEC’s pay versus performance disclosure regulations (Item 402(v) of Regulation S-K), for fiscal years 2024, 2023, 2022 and 2021. The values reported include amounts that are reported in our Summary Compensation Table (SCT) above on page 65 and “compensation actually paid” (CAP), which is a metric required by the aforementioned regulations, calculated as described below. The HR and Compensation Committee did not utilize CAP as a basis for making its compensation decisions for any of the fiscal years included in the tables and charts below. For information regarding the basis for the compensation decisions made by our HR and Compensation Committee for fiscal 2024, see the “Compensation Discussion and Analysis” section beginning on page 51.

Pay Versus Performance Table

· · · · SCT Total for PEO Cristiano R. Amon ($) (1) · · · CAP to PEO Cristiano R. Amon ($) (1)(2) · · · SCT Total for PEO Steve Mollenkopf ($) (1) · · · CAP to PEO Steve Mollenkopf ($) (1) · · · Average SCT Total for Non-PEO NEOs ($) (1) · · · Average CAP to Non-PEO NEOs ($) (1)(3) · · · Value of Initial Fixed $100 Investment Based on: (4) · · · Net Income (in millions) ($) · · · Adjusted EPS ($) (5) ·
· Year · · · Company TSR ($) · · · Peer Group TSR ($) ·
	2024	25,931,574	48,354,500	—	—	10,295,997	17,886,334	162	185	10,142	9.99
	2023	23,490,335	8,639,231	—	—	8,084,666	4,468,742	100	135	7,232	8.32
	2022	4,754,113	5,226,561	—	—	4,437,023	5,199,555	110	103	12,936	12.41
	2021	20,638,924	39,044,789	7,380,553	40,849,833	8,136,215	14,285,453	119	138	9,043	8.33

Mr. Amon was our Principal Executive Officer (PEO) for a portion of fiscal 2021 and all of fiscal 2022 through fiscal 2024. Mr. Mollenkopf was our PEO for a portion of fiscal 2021. Mr. Mollenkopf retired as CEO of the Company, and Mr. Amon was appointed as CEO of the Company, effective June 30, 2021. The other named executive officers (NEOs) represent the following individuals: for fiscal 2024 and fiscal 2023 — Akash Palkhiwala, James H. Thompson, Alexander H. Rogers and Ann Chaplin; for fiscal 2022 — Akash Palkhiwala, Ann Chaplin, James J. Cathey and James H. Thompson; for fiscal 2021 — Akash Palkhiwala, James H. Thompson, Alexander H. Rogers and Heather Ace.

	2025 PROXY STATEMENT					75

To calculate Compensation Actually Paid (CAP) to Mr. Amon for fiscal 2024, the following amounts were deducted from and added to the Summary Compensation Table (SCT) total compensation:

Cristiano R. Amon SCT Total to CAP Reconciliation:

· Year · · · SCT Total ($) · · · Stock Awards Deducted from SCT Total ($) (i) · · · Additions to SCT Total ($) (ii) · · · Compensation Actually Paid ($) ·
	2024					25,931,574						(20,000,084)						42,423,010						48,354,500

To calculate Average CAP to the Non-PEO NEOs for fiscal 2024, the following amounts were deducted from and added to the SCT total compensation:

Average Non-PEO NEOs SCT Total to CAP Reconciliation:

· Year · · · SCT Total ($) · · · Stock Awards Deducted from SCT Total ($) (i) · · · Additions to SCT Total ($) (ii) · · · Compensation Actually Paid ($) ·
	2024					10,295,997						(7,812,791)						15,403,128						17,886,334

These deductions are the amounts listed in the “Stock Awards” columns of the SCT and represent the grant date fair value of equity-based awards granted in the applicable year.

ii.

Reflects the value of equity calculated in accordance with the SEC methodology for determining CAP for the applicable year, as detailed in the supplemental tables below. The change in fair value of awards shown in the tables below includes the value of dividend equivalents accrued on such awards.

Cristiano R. Amon Equity Component of CAP:

· Year · · · Year End Fair Value of Equity Awards Granted in the Year and Unvested at Year End ($) · · · Change in Fair Value of Awards Granted in Prior Years and Unvested at Year End ($) · · · Fair Value as of Vesting Date of Awards Granted and Vested in the Year ($) · · · Change in Fair Value of Awards Granted in Prior Years that Vested During the Year ($) · · · Equity Value Included in CAP ($) ·
	2024					27,145,540						13,736,767						—						1,540,703						42,423,010

Average Non-PEO NEOs Equity Component of CAP:

· Year · · · Year End Fair Value of Equity Awards Granted in the Year and Unvested at Year End ($) · · · Change in Fair Value of Awards Granted in Prior Years and Unvested at Year End ($) · · · Fair Value as of Vesting Date of Awards Granted and Vested in the Year ($) · · · Change in Fair Value of Awards Granted in Prior Years that Vested During the Year ($) · · · Equity Value Included in CAP ($) ·
	2024					10,489,970						4,609,851						—						303,307						15,403,128

In accordance with SEC rules, Company and Peer Group total shareholder return (TSR) is determined based on the value of a fixed $100 investment beginning with the market close on the last trading day before our fiscal 2021, through and including the end of the respective listed fiscal year. Peer Group TSR represents represents TSR of the Nasdaq-100 Index, which is the industry peer group used by the Company for purposes of Item 201(e)(1)(ii) of Regulation S-K.

Adjusted EPS is the financial measure that was determined to be the most important financial performance measure linking compensation actually paid to our NEOs to company performance for fiscal 2024 and therefore was selected as the fiscal 2024 “Company-Selected Measure” as defined in Item 402(v) of Regulation S-K. The specific adjustments to GAAP EPS to arrive at Adjusted EPS are predetermined and approved by our HR and Compensation Committee in connection with each year’s annual grant of PSUs. The amounts in the table above represent Adjusted EPS as defined for the EPS PSUs granted in fiscal 2024, and the adjustments to reconcile Adjusted EPS to GAAP EPS for fiscal 2024 are described in Appendix A.

List of Most Important Measures

In accordance with SEC rules, the following table lists the four financial performance measures that, in the Company’s assessment, represent the most important financial performance measures used to link compensation actually paid to our NEOs to Company performance for fiscal 2024, as further described in our CD&A.

	Most Important Performance Measures
	Relative Total Stockholder Return (RTSR) (i)
	Adjusted Earnings Per Share (Adjusted EPS) (i)
	Adjusted Operating Income (ii)
	Adjusted Revenues (ii)

RTSR and Adjusted EPS are the performance metrics used for our PSUs, which comprise 60% of the long-term incentive compensation of our NEOs, including the CEO.

ii.

Adjusted Operating Income and Adjusted Revenues are the financial measures used to assess performance in determining the funding for our ACIP.

	76					2025 PROXY STATEMENT

Relationship Between CAP and Performance Measures

In accordance with SEC rules, the graphs below illustrate how CAP to our NEOs aligns with Qualcomm’s financial performance as measured by our TSR, our peer group TSR, our net income, and our Company Selected Measure, Adjusted EPS.

CAP vs. Qualcomm TSR and Nasdaq-100 Index TSR

CAP vs. Net Income and Adjusted EPS

	2025 PROXY STATEMENT					77

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