QUALCOMM INC/DE

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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 2025, with 89% 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 2025, 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 a non-financial performance measure to determine payout; and

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Corporate responsibility and sustainability issues, including our GHG emissions reductions targets, and human capital management, among other areas.

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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 2025 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 2025 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. 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 67 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 62.

2025 Executive Compensation Program

Base Salaries

In the first quarter of fiscal 2025, the HR and Compensation Committee approved the fiscal 2025 annual base salaries for our executive officers. At 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. The HR and Compensation Committee did not increase the fiscal 2025 annual base salaries for any other of our NEOs as their base salary levels remained competitive to market. In 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.

The approved fiscal 2025 and fiscal 2024 annual base salaries for our NEOs are illustrated below in Figure 2.

Figure 2: NEO Base Salaries

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Dr. Achour was not an executive officer in fiscal 2024.

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Annual Cash Incentive Plan (ACIP)

Fiscal 2025 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 2025, consistent with recent years, the HR and Compensation Committee determined that annual cash incentive payouts under the ACIP would have annual operating performance measures (Adjusted Operating Income and Adjusted Revenues, as defined in Appendix A) with a non-financial performance measure (human capital advancements) modifier. The 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. These targets were intended to be aggressive yet achievable with diligent effort during the fiscal year. Consistent with the prior year ACIP weightings, Adjusted Operating Income was weighted at 60%, Adjusted Revenues were weighted at 40% 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 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. For 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. No 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. The ACIP payout schedule for fiscal 2025 is set forth in Figure 3.

Figure 3: Fiscal 2025 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 individual 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 64. 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. The HR and Compensation Committee did not exercise such discretion for fiscal 2025.

Human Capital Advancements Performance

The 2025 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 2025, 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 and morale.

The HR and Compensation Committee reviewed progress in these areas with management in connection with finalizing rewards for fiscal 2025. 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 2025 ACIP Earnings

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

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Adjusted Operating Income performance was 104.9% of target, Adjusted Revenues performance was 101.6% 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 103.6% ((104.9% x 60%) + (101.6% x 40%)) and our non-financial modifier was a multiple of 1.0, which translated into award funding of 118% based on the predefined formula in the 2025 ACIP.

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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.

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Figure 4: Fiscal 2025 ACIP Objectives and Performance

Figure 5: Fiscal 2025 ACIP Target and Earned Amounts (1)

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Dr. Thompson retired from the Company during fiscal 2025 and therefore was not eligible for a bonus under the ACIP.

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Equity Awards

In the first quarter of fiscal 2025, the HR and Compensation Committee granted annual equity awards to our NEOs. Consistent with recent fiscal years, the HR and Compensation Committee chose RTSR and Adjusted EPS for the fiscal 2025 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 2025 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 2025-2027) 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 2025 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 2025 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 2025-2027) 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 market consensus for fiscal 2025, fiscal 2026 and fiscal 2027 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 2025 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 2025 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 2023 EPS PSUs on page 61. 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 2025 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 2025 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 Target Grant Values of Fiscal 2025 Equity Awards. Figure 8 shows the target grant values of the equity awards granted to our NEOs in fiscal 2025. The HR and Compensation Committee set fiscal 2025 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 Mr. Amon, Mr. Rogers and Ms. Chaplin to remain competitive to market, and to Dr. Achour in connection with his promotion to Chief Technology Officer. The values provided were based on our executive compensation assessment intended to position individual executive long-term incentive opportunities competitively. The other NEOs’ target grant values were the same as for fiscal 2024 as those levels were determined to remain competitive to market.

TABLE OF CONTENTS​​

Figure 8: Target Grant Values of Equity Awarded to NEOs in Fiscal 2025 (1)

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The values disclosed vary from the values reported in the “Stock Awards” column of the Summary Compensation Table which reflects the aggregate grant date fair value, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC Topic 718), of grants of stock awards to each of the NEOs.

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Fiscal 2023 PSUs with Performance Periods Ending in Fiscal 2025. In December 2022, 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 December 2025 and were earned based on our performance for fiscal 2023-2025. 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 73% of target, reflecting our 37% TSR and 44th percentile TSR performance versus the NASDAQ-100 for the performance period. EPS PSUs were earned at 60% of target, reflecting Adjusted EPS performance of $9.98. In the aggregate, our NEOs earned 66% of target of the fiscal 2023 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 2023 and the last 20 trading days of fiscal 2025, while the payout for the EPS PSUs was based on an average of three years of Adjusted EPS results.

Figure 9: Fiscal 2023 PSUs Earned by NEOs with Performance Periods Ending in Fiscal 2025