UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||
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(336 ) 664-1233
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Fiscal Year 2026 Performance-Based Restricted Stock Awards and Performance Criteria
On May 15, 2025, the Compensation Committee (the “Committee”) of the Board of Directors of Qorvo, Inc. (the “Company”) approved awards of performance-based restricted stock units (“PBRSUs”) for fiscal year 2026 in accordance with the Qorvo, Inc. 2022 Stock Incentive Plan (the “2022 Plan”) to each of the Company’s current named executive officers. Each PBRSU, in addition to being subject to customary terms and conditions as set forth in the 2022 Plan and PBRSU award agreement, is subject to specified performance and service conditions and represents a performance-based award to receive an amount of the Company’s common stock at a future date. The fair market value for each share of the Company’s common stock underlying the PBRSUs was established by the Committee in accordance with the 2022 Plan at $78.42 per share, which was the closing price of the Company’s common stock as reported on the Nasdaq Global Select Market on May 15, 2025.
Consistent with prior fiscal years, the Committee approved the grant of PBRSUs that will be earned based upon the Company’s achievement of certain key Company initiatives that the Committee believes have a strong potential to impact longer-term stockholder value creation (the “Performance Objective PBRSUs”). Approximately 75% of the target grant date value of the fiscal year 2026 PBRSUs consist of Performance Objective PBRSUs. In addition, approximately 25% of the target grant date value of the fiscal year 2026 PBRSUs consist of awards that will be earned based upon the Company’s achievement of certain gross margin objectives for fiscal years 2026, 2027 and 2028 (the “Gross Margin PBRSUs”).
Performance Objective PBRSUs
Performance Objective PBRSUs will be earned by each officer to the extent the Company achieves at least one of the performance objectives (the “Performance Objectives”) established by the Committee as set forth below. Several of the Performance Objectives contain separate sub-objectives which can be separately met. Each of the Performance Objectives must be satisfied by a specific date (each a “Measurement Date”), ranging from the first quarter of the Company’s current 2026 fiscal year to the first quarter of the Company’s 2027 fiscal year, depending upon the objective.
Each Performance Objective and sub-objective is separately weighted and expressed as a percentage of a target number of shares of the Company’s common stock. An officer may earn up to 200% of the target number of Performance Objective PBRSUs if all Performance Objectives are met in full. The Performance Objectives include goals in the following categories: securing specific customer design wins across multiple product segments; development of artificial intelligence tools to increase productivity; reaching specific design and manufacturing-related goals; meeting designated efficiency and cost saving goals in chosen product segments; demonstrate specific technological achievements and sample potential product with customers; increase customer satisfaction and
accelerate growth of designated technologies to diversify revenues; meeting specified design and delivery target dates; and meeting designated environmental goals.
The shares subject to the Performance Objective PBRSUs will not be earned unless and until the Committee determines the extent, if any, to which the Performance Objectives have been satisfied as of the applicable Measurement Date, and, except as otherwise provided in the relevant PBRSU award agreement, the officer satisfies the applicable service requirement set forth in such agreement. The PBRSUs earned by the officer with respect to a Performance Objective, if any, will vest over a three-year period, with 50% vesting upon certification of the level of achievement by the Committee after the applicable Measurement Date for the applicable Performance Objective and the remaining 50% vesting in equal annual installments over each of the following two years.
Gross Margin PBRSUs
Gross Margin PBRSUs will be earned by each officer to the extent the Company achieves objectives established by the Committee tied to the Company’s non-GAAP gross margin each fiscal year pursuant to three one-year performance periods consisting of fiscal years 2026, 2027 and 2028 (the “Gross Margin Objectives”). The officer may earn up to 200% of the target number of Gross Margin PBRSUs if the Gross Margin Objectives are met in full.
The shares subject to the Gross Margin PBRSUs will not be earned unless and until the Committee determines and certifies the extent, if any, to which the Gross Margin Objectives have been satisfied following completion of each fiscal year (unless the Committee determines otherwise) and, except as otherwise provided in the relevant PBRSU award agreement, the officer satisfies the applicable service requirement set forth in such agreement. The Gross Margin PBRSUs earned by the officer with respect to a fiscal year, if any, will vest on the date of the Committee’s certification.
The target number of shares of the Company’s common stock subject to the Performance Objective PBRSUs and Gross Margin PBRSUs is as follows:
Name | Performance Objective PBRSUs | Gross Margin PBRSUs | ||||||||||||
| (assuming target performance) | (assuming target performance) | |||||||||||||
Robert A. Bruggeworth | 61,974 | 20,658 | ||||||||||||
| President and Chief Executive Officer | ||||||||||||||
| Grant A. Brown | 17,215 | 5,738 | ||||||||||||
| Senior Vice President and Chief Financial Officer | ||||||||||||||
| Philip J. Chesley | 11,477 | 3,826 | ||||||||||||
| Senior Vice President and President of High Performance Analog | ||||||||||||||
| Steven E. Creviston | 13,198 | 4,399 | ||||||||||||
| Senior Vice President and President of Connectivity & Sensors | ||||||||||||||
| Paul J. Fego | 16,067 | 5,356 | ||||||||||||
| Senior Vice President of Global Operations | ||||||||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Qorvo, Inc. | ||||||||
By: | /s/ Grant A. Brown | |||||||
Grant A. Brown | ||||||||
Senior Vice President and Chief Financial Officer | ||||||||
| Date: May 21, 2025 | ||||||||