QUALCOMM INCDE

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SAY-ON-PAY VOTE AND STOCKHOLDER OUTREACH

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We are appreciative of the stockholder support for our Say-on-Pay result in 2024, with 92% of votes cast in favor of our Say-on-Pay proposal at last year’s annual meeting. This result, we believe, shows the strong alignment of our executive compensation program with stockholder interests. We also appreciate the feedback gained from our stockholder outreach. During fiscal 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. We gained feedback on a variety of topics including:

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Our strategic planning amid geopolitical risks, diversification priorities and enterprise risk management;

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Our executive compensation program, including the use of non-financial performance measures to determine payout; and

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The continued focus on ESG, including Board composition and climate plans.

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PROGRAM OVERVIEW

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Primary Compensation Components

Figure 1 is an overview of the primary components of our fiscal 2024 executive compensation program. In structuring our ACIP and PSU awards, the HR and Compensation Committee continued to use a variety of non-GAAP financial performance measures that support our business strategy. See Appendix A for definitions of the various performance measures.

Figure 1: Fiscal 2024 Executive Compensation Program Overview

Additional objectives of our executive compensation program include:

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Competitive for the Business. The HR and Compensation Committee aims to set executive compensation at competitive levels to attract, motivate, engage and retain executive officers. We consider practices of peer companies as reference points for comparative purposes but do not set specific percentile objectives.

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Internally Fair and Equitable. The HR and Compensation Committee considers business and individual factors to evaluate internal fairness of compensation and monitors the internal compensation relationships among our executive officers. Predetermined formulas are not part of this evaluation.

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High Standards for Governance and Compensation Risk Management. The HR and Compensation Committee has a comprehensive charter that provides for oversight of our executive compensation program and includes annually reviewing all components of executive compensation, conducting a compensation risk assessment and reviewing advancement of human capital initiatives. The risk assessment also covers talent and compensation program risks for our non-executive employees. See the discussion of our risk-assessment process under the section “Compensation Risk Management” on page 64 for more details on our compensation-related corporate governance practices.

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We also have competitive health, welfare and retirement benefits that are generally structured in the same manner for all U.S. employees. A summary of these and several other benefits begins on page 59.

2024 Executive Compensation Program

Base Salaries

In the first quarter of fiscal 2024, the HR and Compensation Committee approved the fiscal 2024 annual base salaries for our executive officers. At that time, the HR and Compensation Committee did not increase the fiscal 2024 annual base salaries for any of our NEOs as their base salary levels remained competitive to market. In January 2024, Mr. Palkhiwala, then our CFO, was appointed to also serve as our COO, and the HR and Compensation Committee increased his annual base salary by $150,000 to reflect his expanded role.

The ending fiscal 2024 and fiscal 2023 annual base salaries for our NEOs are illustrated below in Figure 2.

Figure 2: NEO Base Salaries

Annual Cash Incentive Plan (ACIP)

Fiscal 2024 ACIP Structure. The overriding objective of the ACIP is to reward our executive officers for performance against annual financial objectives, as well as to reward human capital advancements. For fiscal 2024, the HR and Compensation Committee determined that annual cash incentive payouts under the ACIP would have annual operating performance measures (Adjusted Revenues and Adjusted Operating Income, as defined in Appendix A) with a non-financial performance measure (human capital advancements) modifier. The HR and Compensation Committee approved financial targets based on our Board-approved annual budget, which takes into consideration prior year results and business outlook. These targets are intended to be aggressive yet achievable with diligent effort during the fiscal year. Adjusted Revenues were weighted at 40%, Adjusted Operating Income was weighted at 60% and the human capital advancements modifier can adjust the payout by a multiple of 0.9 to 1.1. Payouts of ACIP awards are capped at a maximum of 200% of target levels. The weighting of the financial performance measures for the 2024 ACIP reflects a change from the prior year, where Adjusted Revenues and Adjusted Operating Income were each weighted equally at 50%. This change was designed to ensure a greater organizational focus on profitable growth and operational efficiency.

The overall ACIP funding range is zero to 200% and encompasses both upside reward and downside performance risk typical of peer practices. Each executive officer’s ACIP target is based on a percent-of-base salary and is determined by the HR and Compensation Committee based on practices of our peer companies and individual considerations. No changes were made to the target bonus percentages of our NEOs for fiscal 2024. The ACIP payout schedule for fiscal 2024 is set forth in Figure 3.

Figure 3: Fiscal 2024 ACIP Payout Schedule (1)

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Regardless of the level of achievement of the Financial and Non-Financial Objectives, in no event can the ACIP funding exceed 200% of the ACIP target award amount. If achievement is below 80% of the financial objective, there would be a 0% payout.

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Funding of the ACIP Financial Objectives between award levels interpolates linearly with the achievement of the financial objective.

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The HR and Compensation Committee has the authority to apply discretion to ACIP earned amounts based on feedback from other Board members, feedback from our CEO and other considerations. A summary of these factors is discussed in the “Process and Rationale for Executive Compensation Decisions” section beginning on page 61. Any such discretionary modifications would be incremental to the predefined adjustments to the Company’s GAAP financial results as defined in the ACIP. See Appendix A for a listing of predefined adjustments. No discretionary modifications were made by the HR and Compensation Committee in determining fiscal 2024 ACIP payouts.

Human Capital Advancements Performance

The 2024 ACIP includes a non-financial performance measure as a modifier. This approach complements our strategy to deliver financial results in a sustainable manner and to position the Company for long-term success. For fiscal 2024, the HR and Compensation Committee’s framework to evaluate performance focused on human capital advancements. The 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, morale and inclusion.

The HR and Compensation Committee reviewed progress in these areas with management in connection with finalizing rewards for fiscal 2024. Given the results across the key areas, the HR and Compensation Committee determined that the Company met expectations and approved the non-financial performance modifier equal to 1.0.

Fiscal 2024 ACIP Earnings

Figure 4 shows the objectives and actual performance for Adjusted Revenues and Adjusted Operating Income and illustrates the following:

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Adjusted Revenues performance was 105.1% of target, Adjusted Operating Income performance was 109.7% of target and the non-financial modifier for human capital advancements was determined to have a multiple of 1.0.

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As a result, our financial weighted performance was 107.9% ( (105.1% x 40%) + (109.7% x 60%) ) and our non-financial modifier was a multiple of 1.0, which translated into award funding of 139% based on the predefined formula in the 2024 ACIP.

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The above-target final payout for the 2024 ACIP reflects higher financial achievement against budgeted financials in fiscal 2024, primarily due to handset strength and growth in automotive revenues.

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Figure 4: Fiscal 2024 ACIP Objectives and Performance

Figure 5: Fiscal 2024 ACIP Target and Earned Amounts

Equity Awards

In the first quarter of fiscal 2024, the HR and Compensation Committee granted annual equity awards to our NEOs. In January 2024, the HR and Compensation Committee granted additional equity awards to Mr. Palkhiwala in connection with his appointment as COO, with such awards having the same weighting and vesting terms as the annual awards granted to our NEOs for fiscal 2024. Consistent with recent fiscal years, the HR and Compensation Committee chose RTSR and Adjusted EPS for the fiscal 2024 PSUs (weighted 60% of the total annual award grant values) because it believed these were the best indicators of the achievement of our long-term financial plan and provided balance by measuring both relative and absolute performance on important metrics. In addition, the HR and Compensation committee granted time-based equity awards to our NEOs in the form of RSUs (weighted 40%

of the total annual award grant values). These awards, described in greater detail below, include dividend equivalent rights that accrue in the form of additional shares with vesting and distribution at the same time as the earned and vested underlying awards.

Fiscal 2024 RTSR PSUs. The RTSR PSUs allow recipients to earn a variable number of shares of our common stock based on our TSR performance over a three-year period (fiscal 2024-2026) compared to companies comprising the NASDAQ-100, using the payout schedule set forth in Figure 6. The RTSR PSUs require achievement of performance at the 55 th percentile in order to earn the target number of shares, while the maximum number of shares that can be earned are 2x the target for performance at or above the 90 th percentile. No shares would be earned if performance is below the 25 th percentile. The RTSR PSUs also provide that the total number of shares earned may not exceed the target number of shares if our absolute TSR for the entire three-year performance period is negative, regardless of the level of RTSR achieved.

Figure 6: Fiscal 2024 RTSR PSU Payout Schedule

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The multiple of target RTSR PSUs earned between award levels interpolates linearly with our RTSR percentile rank among the NASDAQ-100.

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Fiscal 2024 EPS PSUs. The EPS PSUs allow recipients to earn a variable number of shares of our common stock based on the achievement of a three-year (fiscal 2024-2026) average Adjusted EPS goal approved by the HR and Compensation Committee. With the support of Pay Governance, the HR and Compensation Committee assessed the difficulty of achieving the Adjusted EPS goal in a variety of ways, including comparing the goal with post fiscal 2023 market consensus for fiscal 2024, fiscal 2025 and fiscal 2026 and historical performance levels of the Company and our compensation peers. The HR and Compensation Committee intended that the Adjusted EPS goal for the fiscal 2024 EPS PSUs would generally present a similar or higher degree of difficulty for achievement in comparison to the Adjusted EPS goals in recent years and reflect the rigor of our goal setting. The fiscal 2024 EPS PSU goal will be disclosed along with actual results following completion of the performance period, similar to the disclosure of both goal and actual results for the fiscal 2021 EPS PSUs on page 58. See Appendix A for the definitions of performance measures to be used in determining the number of EPS PSUs for the performance period. The payout schedule is set forth in Figure 7.

Figure 7: Fiscal 2024 EPS PSU Payout Schedule

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The multiple of target EPS PSUs earned between award levels interpolates linearly with our average Adjusted EPS for the three-year performance period.

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Fiscal 2024 RSUs. RSUs represent the right to receive one share of our common stock for each unit awarded, based on continued employment during the vesting period, which is in equal annual installments over three years. We use RSUs as part of the annual equity awards for our executive officers in order remain competitive with the practices of our peer companies, to support alignment with our stockholders and to further our retention objectives.

Summary of Grant Date Fair Values of Fiscal 2024 Equity Awards. Figure 8 shows the grant date fair values of the equity awards granted to our NEOs in fiscal 2024. The HR and Compensation Committee set fiscal 2024 equity awards at these levels in order to provide competitive compensation opportunities, support our pay-for-performance philosophy and to align the interests of our NEOs with those of our stockholders. Incremental increases to the target grant values were provided to Dr. Thompson, Ms. Chaplin and Mr. Palkhiwala, based on our executive compensation assessment intended to position individual executive long-term incentive opportunities competitively.

The other NEOs’ values were the same as fiscal 2023, except for the decreases related to the removal of the incremental amounts provided for the shift in grant timing between fiscal 2022 and fiscal 2023, as described in our proxy statements for those years.

Figure 8: Grant Date Fair Values of Equity Awarded to NEOs in Fiscal 2024

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Amounts reflect the aggregate of the grant date fair values of annual awards granted to Mr. Palkhiwala in the first quarter of fiscal 2024 and additional equity awards granted to Mr. Palkhiwala in connection with his appointment as COO in January 2024.

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Fiscal 2021 PSUs with Performance Periods Ending in Fiscal 2024. In September 2021 (and November 2021 for Ms. Chaplin upon her hire), the HR and Compensation Committee granted RTSR PSUs and EPS PSUs to our then executive officers, including Messrs. Amon, Palkhiwala and Rogers, Dr. Thompson and Ms. Chaplin, which vested in October 2024 and were earned based on our performance for fiscal 2022-2024. The value of these awards at the time of grant was allocated 50% to RTSR PSUs and 50% to EPS PSUs. After application of a Monte Carlo valuation to determine the number of RTSR shares, the mix of target shares was 48% RTSR PSUs and 52% EPS PSUs.

RTSR PSUs were earned at 120% of target, reflecting our 28% TSR and 62nd percentile TSR performance versus the NASDAQ‑100 for the performance period. EPS PSUs were earned at 78% of target, reflecting Adjusted EPS performance of $10.29. In the aggregate, our NEOs earned 98% of target of the fiscal 2021 RTSR PSUs and EPS PSUs.

RTSR PSUs and EPS PSUs together represent a balance of relative and absolute measures in our long-term incentive awards, and they measure performance differently. The TSR used for determining the final payout for the RTSR PSUs was based on the 20 trading days prior to fiscal 2022 and the last 20 trading days of fiscal 2024, while the payout for the EPS PSUs was based on an average of three years of Adjusted EPS results.

Figure 9: Fiscal 2021 PSUs Earned by NEOs with Performance Periods Ending in Fiscal 2024