DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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of the Securities Exchange Act of 1934

Filed by the Registrant

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☒		Definitive Proxy Statement

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❑		Soliciting Material Pursuant to §240.14a-12

Qorvo, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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LOGO

June 26, 2026

Dear Qorvo Stockholders:

You are invited to attend Qorvo’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”). This year’s Annual Meeting will be held on August 11, 2026, at 8:00 a.m. Central Daylight Time at the Renaissance Dallas at Plano Legacy West Hotel, 6007 Legacy Drive, Plano, TX 75024. During the Annual Meeting, we will consider each item of business described in the Notice of Annual Meeting of Stockholders and the accompanying proxy statement.

On or about June 26, 2026, we began mailing to certain stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including our 2026 Annual Report, via the Internet. The Notice of Internet Availability of Proxy Materials also contains instructions on how to receive a paper copy of the proxy materials. Those stockholders who did not receive the Notice of Internet Availability of Proxy Materials will instead receive a paper copy of the Notice of Annual Meeting of Stockholders, Proxy Statement, Form of Proxy and 2026 Annual Report. Copies of these materials are available at www.proxyvote.com.

The Notice of Annual Meeting of Stockholders and the accompanying proxy statement contains important information and you should read them carefully. Whether or not you plan to attend and participate in the Annual Meeting, we ask that you vote as soon as possible to ensure that your voice is heard. You may vote by proxy via the Internet or telephone, or, if you received paper copies of the proxy materials via mail, you can also vote by mail by following the instructions on the proxy card or voting instruction form or the information forwarded by your broker, bank or other nominee. For detailed information regarding voting instructions, please refer to the accompanying proxy statement.

We thank you for being a Qorvo stockholder. If you have any questions or require assistance with voting your proxy card or voting instruction form, please contact our proxy solicitation firm, Innisfree M&A Incorporated:

Innisfree M&A Incorporated

500 Fifth Avenue, 21st Floor

New York, NY 10110

Stockholders may call toll-free at (877) 687-1871

Brokers, banks and other nominees may call collect at (212) 750-5833

PLEASE VOTE AS SOON AS POSSIBLE. YOUR SUPPORT IS IMPORTANT TO US.

Sincerely,

LOGO

Jason K. Givens

Secretary

LOGO

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

Dear Qorvo Stockholders:

We hereby give notice that the 2026 Annual Meeting of Stockholders of Qorvo, Inc. (“Qorvo”) will be held on August 11, 2026, at 8:00 a.m. Central Daylight Time at the Renaissance Dallas at Plano Legacy West Hotel, 6007 Legacy Drive, Plano, TX 75024, for the following purposes:

(1)

To elect the following 10 director nominees, also named in the accompanying proxy statement, to serve a one-year term and until her/his successor has been duly elected and qualified, or her/his earlier resignation or removal: Robert A. Bruggeworth, Judy Bruner, Richard L. Clemmer, Peter A. Feld, John R. Harding, Christopher R. Koopmans, Alan S. Lowe, Roderick D. Nelson, Dr. Walden C. Rhines and Susan L. Spradley.

(2)

To approve, on a non-binding advisory basis, the compensation of our Named Executive Officers (as disclosed in the proxy statement).

(3)

To ratify the appointment of Ernst & Young LLP as Qorvo’s independent registered public accounting firm for the fiscal year ending April 3, 2027.

(4)

If properly presented at the meeting, to consider and conduct an advisory (non-binding) vote on a stockholder proposal, as described in the accompanying proxy statement.

(5)

To transact such other business that may properly come before the meeting by or at the direction of our Board of Directors.

The accompanying proxy statement provides detailed information about the matters to be considered at the Annual Meeting. Regardless of whether you plan to attend the Annual Meeting, we hope you will read the accompanying proxy statement and vote as soon as possible so that your voice is heard. On or about June 26, 2026, we began mailing to stockholders the Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including our 2026 Annual Report on Form 10-K for the year ended March 28, 2026 and the attached proxy statement and form of proxy card, or voting instruction form to stockholders of record as of the close of business on June 16, 2026.

We urge you to vote TODAY by following the instructions on the proxy card or voting instruction form to vote on the Internet, by telephone or by completing, signing and returning the proxy card or voting instruction form in the enclosed, postage pre-paid envelope. Returning a proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting. If you are the beneficial but not record owner of your shares (that is, you hold your shares in “street name” through an intermediary such as a brokerage firm, bank or other nominee), you will receive instructions from your broker, bank or other nominee as to how to vote your shares.

THE BOARD RECOMMENDS VOTING “FOR” ALL OF THE BOARD’S NOMINEES ON PROPOSAL 1, “FOR” PROPOSALS 2 and 3 AND “AGAINST” PROPOSAL 4 USING THE ENCLOSED PROXY CARD OR VOTING INSTRUCTION FORM.

Only stockholders of record at the close of business on the record date, June 16, 2026, are entitled to notice of and to vote at the Annual Meeting or any adjournment thereof.

By Order of the Board of Directors,

LOGO

Jason K. Givens

Secretary

June 26, 2026

Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to be held on August 11, 2026:

The Notice of Annual Meeting of Stockholders, Proxy Statement, Form of Proxy and Annual Report on Form 10-K are available free of charge at www.proxyvote.com.

LOGO 2026 Proxy Statement

TABLE OF CONTENTS


2026 PROXY STATEMENT SUMMARY			1
PROPOSAL 1 – ELECTION OF DIRECTORS			5
Nominees for Election of Directors			5
Director Qualifications, Skills and Experience			11
CORPORATE GOVERNANCE			12
Corporate Governance Guidelines			12
Independent Directors			12
Board Leadership Structure			12
Management Succession Planning			13
Code of Ethics			13
Committees and Meetings			13
Meeting Attendance			14
Audit Committee			14
Compensation Committee			15
Governance and Nominating Committee			16
Executive Sessions			16
Risk Oversight			16
Risk Oversight in Compensation Programs			17
Enterprise Responsibility			17
Whistleblower Policy			18
Securities Trading Policy and Prohibition on Hedging and Pledging			18
Procedures for Director Nominations			18
Stockholder Communications with Directors			20
Compensation Committee Interlocks and Insider Participation			20
EXECUTIVE OFFICERS			21
PROPOSAL 2 – APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			23
EXECUTIVE COMPENSATION			24
Compensation Discussion and Analysis			24
Executive Summary			24
Executive Compensation Program			26
Compensation Decision-Making Processes			29
Compensation Elements			31
Other Compensation Policies and Practices			37
Change in Control Agreements			37
Compensation Committee Report			39
Compensation of Executive Officers			40
Summary Compensation Table			40
2026 Grants of Plan-Based Awards Table			41
Equity Compensation Plans			42
Outstanding Equity Awards at Fiscal Year-End			43


2026 Option Exercises and Stock Vested Table			44
Potential Payments upon Termination or Change-In-Control			44
Equity Awards			44
401(k) Savings Plan; Deferred Compensation Plan			44
Employee Stock Purchase Plan			44
Employment Agreement with Mr. Bruggeworth			45
Change in Control Agreements			46
Potential Payments Upon a Qualifying Termination in Connection with a Change in Control			47
Other Potential Payments Upon Resignation, Termination for Cause, Termination without Cause, Retirement or Constructive Termination			48
CEO Pay Ratio Disclosure			50
PAY VERSUS PERFORMANCE			51
COMPENSATION OF DIRECTORS			55
Director Compensation Philosophy			55
Schedule of Director Fees for Fiscal Year Ended March 28, 2026			56
Equity Compensation			56
Other Compensation			57
EQUITY COMPENSATION PLAN INFORMATION			57
PROPOSAL 3 – RATIFICATION OF APPOINTMENT OF QORVO’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			58
Independent Registered Public Accounting Firm Fee Information			58
Pre-Approval Policies and Procedures			59
Report of the Audit Committee			59
PROPOSAL 4 – STOCKHOLDER PROPOSAL REGARDING RIGHT TO ACT BY WRITTEN CONSENT			60
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			62
RELATED PERSON TRANSACTIONS			64
Related Person Transactions Policy			64
PROPOSALS FOR THE 2027 ANNUAL MEETING			65
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING			66

Website addresses and hyperlinks are included for reference only. The information contained on or available through websites referred to and/or linked to in this proxy statement (other than the Company’s website to the extent specifically referred to herein as required by SEC rules) is not part of this proxy solicitation and is not incorporated by reference into this proxy statement or any other proxy materials.

LOGO 2026 Proxy Statement

Proxy Statement

For the 2026 Annual Meeting of Stockholders

August 11, 2026

LOGO

7628 Thorndike Road

Greensboro, North Carolina 27409-9421

2026 Proxy Statement Summary

This summary highlights information contained elsewhere in this proxy statement for Qorvo, Inc., which we sometimes refer to as the “Company” or “Qorvo.” This summary does not contain all the information that you should consider, and you should read the entire proxy statement carefully before voting.

Annual Meeting of Stockholders


●	Time and Date	8:00 a.m. Central Daylight Time, August 11, 2026

●	Location	The Renaissance Dallas at Plano Legacy West Hotel, 6007 Legacy Drive, Plano, TX 75024

●	Record Date	June 16, 2026

●	Voting Your Shares	Stockholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals.

●	Attending the Meeting	Stockholders attending the meeting in person will need to present valid photo identification and, if you are not a registered holder, proof of ownership of Qorvo common stock. See pages 66-67 for further instructions.

How to Vote

Although stockholders may vote in person at the Annual Meeting, we strongly encourage all stockholders to vote their shares prior to the meeting using one of the voting methods below:

Mail

You may indicate your vote by completing and signing the enclosed proxy card or the voting instruction form you received and mailing it in the enclosed postage-paid reply envelope.

Telephone

You may submit a proxy by

telephone until 11:59 p.m. Eastern

Time on August 10, 2026 by calling

toll-free 1-800-690-6903

and following the instructions on the proxy card or voting instruction form.

Internet

You may submit a proxy electronically

until 11:59 p.m. Eastern Time on

August 10, 2026 by going to

www.proxyvote.com and following the

instructions on the website. You will

need the control number that appears

on your proxy card or voting instruction form.

LOGO 2026 Proxy Statement 1

2026 Proxy Statement Summary

Meeting Agenda


Proposal		Board Recommendation	Page

1 .	To elect the following 10 director nominees, also named in this proxy statement to serve a one-year term and until her/his successor has been duly elected and qualified, or her/his earlier resignation or removal: Robert A. Bruggeworth, Judy Bruner, Richard L. Clemmer, Peter A. Feld, John R. Harding, Christopher R. Koopmans, Alan S. Lowe, Roderick D. Nelson, Dr. Walden C. Rhines and Susan L. Spradley.	✓ Vote FOR all director nominees recommended by the Board of Directors and named in this proxy statement	5

2 .	To approve, on a non-binding advisory basis, the compensation of our Named Executive Officers.	✓ Vote FOR	23

3 .	To ratify the appointment of Ernst & Young LLP as Qorvo’s independent registered public accounting firm for fiscal year ending April 3, 2027.	✓ Vote FOR	58

4 .	If properly presented at the meeting, to consider and conduct an advisory (non-binding) vote on a stockholder proposal, as described in this proxy statement.	× Vote AGAINST	60

Board Director Nominees

The following table provides summary information about each director nominee.

Name

Age

Director

Since

Principal Occupation

Independent

GNC

Robert A. Bruggeworth

2013

President and CEO of Qorvo

Judy Bruner

2021

Former Executive Vice President, Administration and Chief Financial Officer, SanDisk Corporation

✓

Richard L. Clemmer

2025

Founding Partner of Socratic Partners and former CEO of NXP Semiconductors

✓

Peter A. Feld

2025

Managing Member, Portfolio Manager and Head of Research, Starboard Value LP

✓

John R. Harding

2015

General Partner of Harding Partners, LP

✓

Christopher R. Koopmans

2025

Chief Operating Officer of Marvell Technology

✓

Alan S. Lowe

2024

Former President and CEO, Lumentum

✓

Roderick D. Nelson

2015

Founder and Principal of Nelson Technology Partners, Inc.

✓

Dr. Walden C. Rhines

2015

Former CEO of Cornami, Inc. and Mentor Graphics Inc.

✓

Susan L. Spradley

2017

Partner, TAP Growth Group

✓

AC — Audit Committee

CC — Compensation Committee

GNC — Governance and Nominating Committee

C — Committee Chair

Merger Agreement with Skyworks Solutions, Inc.

On October 27, 2025, Qorvo, Inc. entered into an agreement and plan of merger (the “Skyworks Merger Agreement”) with Skyworks Solutions, Inc. (“Skyworks”), pursuant to which each share of Qorvo common stock will be converted into the right to receive 0.960 shares of Skyworks common stock and $32.50 in cash (the “Skyworks Merger”). The consummation of the Skyworks Merger is subject to receipt of required regulatory approvals and other customary closing conditions. On February 11, 2026, our stockholders voted to approve the Skyworks Merger and related proposals. No action is expected to be taken by our stockholders at our 2026 Annual Meeting regarding the Skyworks Merger.

2 LOGO 2026 Proxy Statement

2026 Proxy Statement Summary

Fiscal 2026 Financial Performance Highlights

●

Gross margin for fiscal 2026 increased to 45.9%, compared to 41.3% in fiscal 2025, driven by our strategy within the Advanced Cellular Group (“ACG”) segment to reduce exposure to lower margin, mass-market Android smartphones, as well as the strategic optimization of business mix within and across operating segments.

●

Operating income increased to $411.4 million in fiscal 2026, compared to $95.5 million in fiscal 2025, driven by higher gross margin and lower goodwill and intangible asset impairment charges.

●

Net income per diluted share increased to $3.62 for fiscal 2026, compared to net income per diluted share of $0.58 for fiscal 2025.

●

Operating activities in fiscal 2026 generated cash of $808.6 million, compared to $622.2 million in fiscal 2025.

●

We repurchased 6.6 million shares of our common stock for $536.7 million in fiscal 2026, compared to repurchases of 4.0 million shares of our common stock for $358.8 million in fiscal 2025.

Fiscal 2026 Compensation Decisions

For fiscal 2026, we made the following compensation decisions with respect to our Named Executive Officers:

●

Base salaries for our Named Executive Officers increased modestly reflecting the Compensation Committee’s consideration of competitive market data as well as the individual performance and roles and responsibilities of each Named Executive Officer.

●

Based on our financial performance in the first half and second half of fiscal 2026, the Named Executive Officers received short-term cash incentive awards at 110.1% and 86.0%, respectively, of their fiscal 2026 target percentage based on their base salary paid during the applicable six-month performance period.

●

We continued to grant performance based restricted stock units (“PBRSUs”) in fiscal 2026 that are earned based on the achievement of certain non-GAAP gross margin targets (which were first introduced in fiscal 2025) to more closely align the compensation received by our Named Executive Officers to company performance and shareholder value creation.

●

Our Named Executive Officers earned (i) Objectives-based PBRSUs (as defined below) at 134% of the targeted number of units, (ii) Gross margin PBRSUs (as defined below) at 145% and 166.7% of their respective 2026 fiscal year targets set by the Compensation Committee in fiscal years 2025 and 2026, respectively, and (iii) service-based RSUs (“Service-based RSUs”) in amounts consistent with our equity-based compensation practices.

Compensation Decisions for Fiscal 2027

For fiscal 2027, the Compensation Committee made changes to our PBRSU program in response to the results of the advisory say-on-pay vote at our 2025 annual meeting of stockholders, in which 59% of shareholders supported our executive compensation programs, and based on feedback gathered through subsequent outreach to shareholders representing nearly 70% of our outstanding shares. In response to the feedback received, the Committee approved new performance metrics for PBRSU grants awarded in fiscal 2027. The Committee removed the Objectives-based PBRSU component from the program and, instead, approved 2027 PBRSU grants based entirely on financial performance metrics, including (i) non-GAAP operating income (weighted 50% of the total target award value), (ii) non-GAAP gross margin (weighted 25% of the total target award value) and (iii) revenue (weighted 25% of the total target award value).

The Compensation Committee believes that the incorporation of these key corporate financial objectives will strengthen our commitment to our pay for performance philosophy and more closely align certain key components of our executive compensation program with longer-term stockholder value creation through achievement of financial results. See the section entitled “2025 Say-on-Pay Voting Results and Shareholder Feedback” in our Compensation Discussion & Analysis for additional detail regarding our shareholder engagement efforts in fiscal 2026 and the terms of the 2027 PBRSUs.

We believe our executive compensation program provides a balanced and stable foundation to reward our Named Executive Officers for achieving our corporate objectives. Our compensation philosophy emphasizes team effort, which we believe fosters rapid adjustment and adaptation to fast-changing market conditions and helps not only to achieve our short-term and long-term goals, but also to align the interests of our management team with those of Qorvo and our stockholders.

LOGO 2026 Proxy Statement 3

2026 Proxy Statement Summary

Corporate Governance Practices Reflect Board and Management Accountability

●

100% of our non-executive directors are independent (and 90% of all our current directors are independent)

●

Our Chair of the Board is an independent director, as are the Chairs of each Board Committee

●

Majority voting for director elections in uncontested elections

●

Annual elections for all directors

●

Require CEO stock ownership equal to 5x salary

●

Robust stock ownership requirements for directors equal to 5x their annual retainer

●

Annual Board and Committee self-evaluations

●

Annual CEO evaluation process led by the Chair of the Governance and Nominating Committee

●

Individual director peer evaluations conducted on a biennial basis

●

Our independent directors regularly meet in executive sessions without management, with the Chair of the Governance and Nominating Committee or the Lead Independent Director presiding

●

Eligible stockholders may nominate their own director nominees to be included in the Company’s proxy materials

●

Our bylaws permit stockholders collectively owning 25% or more of our common stock to call a special meeting of stockholders

Compensation Practices Reflect Responsible Governance

●

Aligns Company performance with compensation of our Named Executive Officers

●

Prohibitions on backdating and repricing of equity awards, including options, without stockholder approval

●

We do not provide excessive perquisites to our executive officers, such as personal club memberships or automobile allowances

●

We impose “clawback” restrictions in our senior officer equity awards (beyond those required by applicable law) and have also adopted a compensation recoupment policy in accordance with SEC rules and Nasdaq listing standards

●

We prohibit the hedging or pledging of Qorvo securities

●

We provide change-in-control agreements with “double trigger” acceleration of equity awards, requiring a qualifying termination of employment following a change in control

Cautionary Note Regarding Forward-Looking Statements

This proxy statement includes “forward-looking statements” within the meaning of the federal securities laws. These forward-looking statements include, but are not limited to, statements about our plans, objectives, representations and contentions, the proposed transaction with Skyworks, including any statements regarding the expected timetable for completing the proposed transaction with Skyworks, the ability to complete the proposed transaction with Skyworks and the expected benefits of the proposed transaction with Skyworks, and are not historical facts and typically are identified by terms such as “may,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “forecast,” “predict,” “potential,” “continue” and similar words, although some forward-looking statements are expressed differently. Although forward-looking statements in this proxy statement reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known and understood by us. Consequently, forward-looking statements involve inherent risks and uncertainties, and actual financial results and outcomes may differ materially and adversely from the results and outcomes discussed in or anticipated by the forward-looking statements. We caution you not to place undue reliance upon any such forward-looking statements. Material factors that could cause actual results to differ materially from our expectations are summarized and disclosed in Qorvo’s most recent Annual Report on Form 10-K and in other reports and statements filed with the SEC.

4 LOGO 2026 Proxy Statement

Proposal 1 – Election of Directors

PROPOSAL 1 – ELECTION OF DIRECTORS

Board of Director Nominees for Election

We are asking you to elect each of the 10 director nominees listed below to serve on our Board of Directors for a one-year term expiring at the annual meeting of stockholders in 2027, or until his or her earlier resignation or removal. The Board size is currently fixed at 10 directors.

Each nominee is a director of Qorvo, has consented to being named in this proxy statement and has agreed to serve if elected. Although we expect that each of the Company nominees will be available for election, if any vacancy in the slate of Company nominees occurs because a nominee is unable to serve or for good cause will not serve as a director, we expect that shares of common stock represented by proxies will be voted for the election of a substitute nominee or nominees recommended by the Governance and Nominating Committee and approved by the Board of Directors in the place of the unavailable nominee. The names of the Company’s 10 nominees for election to the Board, their principal occupations and qualifications are set forth below.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH

OF THE DIRECTOR NOMINEES LISTED BELOW.

Robert A. Bruggeworth

Age: 65

Director Since: 2013

Public Company Directorships:

●

MSA Safety Incorporated

Professional Experience:

Mr. Bruggeworth has served as our President and Chief Executive Officer and as a director since Qorvo’s incorporation in December 2013. Prior to becoming a director of Qorvo, he was RFMD’s President and Chief Executive Officer and a director from January 2003 until January 2015, having previously served in several senior management positions at RFMD beginning in September 1999. From July 1983 to April 1999, Mr. Bruggeworth held several manufacturing and engineering positions at AMP Inc. (now TE Connectivity plc), a supplier of electrical and electronic connection devices, most recently as Divisional Vice President of Global Computer and Consumer Electronics based in Hong Kong. Mr. Bruggeworth is Chairman of the board of directors for MSA Safety Inc. and has served on its board since May 2007. MSA Safety is a publicly traded global leader in the development, manufacture and supply of safety products that protect people and facility infrastructures. From November 2022 to October 2024, Mr. Bruggeworth served on the board of directors of Seagate Technology Holdings plc, a publicly traded provider of storage solutions. Mr. Bruggeworth served as the Chair of the Semiconductor Industry Association in 2021 and served as its Vice Chair in 2020.

Key Skills and Qualifications:

As our President and Chief Executive Officer, Mr. Bruggeworth understands our business and the challenges and issues that we face and brings to the Board strong leadership skills, substantial global business experience and significant experience with respect to strategic planning, business development and mergers and acquisitions. Mr. Bruggeworth also has over 30 years of experience with respect to manufacturing, marketing and material sourcing for semiconductors and other electronic products.

LOGO 2026 Proxy Statement 5

Proposal 1 – Election of Directors

Judy Bruner

Age: 67

Director Since: 2021

Committees:

●

Audit (Chair)

●

Governance and Nominating

Public Company Directorships:

●

Applied Materials, Inc.

●

Rapid7, Inc.

Professional Experience:

Ms. Bruner has served on the Board of Directors since May 2021 and as Chair of the Audit Committee since November 2023. She served as the Executive Vice President, Administration and Chief Financial Officer of SanDisk Corp, a supplier of flash storage products, from June 2004 until its acquisition by Western Digital in May 2016. Ms. Bruner was Senior Vice President and Chief Financial Officer of Palm, Inc., a provider of handheld computing and communications solutions, from September 1999 until June 2004. Prior to that, she held financial management positions at 3Com Corporation, Ridge Computers and Hewlett-Packard Company. Ms. Bruner has served as a member of the boards of directors of Applied Materials, Inc., a publicly traded semiconductor equipment manufacturer, since July 2016, Rapid7, Inc., a publicly traded security data and analytics solutions provider, since October 2016, and Seagate Technology Holdings plc, a publicly traded provider of storage solutions, from January 2018 until October 2025. She previously served on the boards of directors of Brocade Communications Systems, Inc. from January 2009 to November 2017 and Varian Medical Systems, Inc. from August 2016 to April 2021.

Key Skills and Qualifications:

Ms. Bruner brings to the Board and its committees over 35 years of financial management and operational experience in the global high-tech industry and extensive experience with strategy, investor relations, compliance, and enterprise risk management. In addition, her service on other public company boards, including as chair of audit and nominating and corporate governance committees, brings valuable experience to the Board, including with regard to cybersecurity and information technology matters.

Richard L. Clemmer

Age: 74

Director Since: 2025

Committees:

●

Compensation

Public Company Directorships:

●

HP Inc.

●

Seagate Technology Holdings plc

Professional Experience:

Mr. Clemmer has served on the Board of Directors since April 2025. Mr. Clemmer is the founding partner of Socratic Partners, a venture capital firm that invests in the semiconductor industry, and has served as a global technology Chief Executive Officer. Most recently, Mr. Clemmer served as the Chief Executive Officer and President of NXP Semiconductors N.V., a semiconductor company, from 2009 to May 2020. Previously, he was a senior advisor to Kohlberg Kravis Roberts & Co., a private equity firm, from 2007 to 2008. He also served as President and Chief Executive Officer of Agere Systems Inc., an integrated circuits components company, from 2005 to 2007. Prior to joining Agere Systems, Mr. Clemmer held a number of executive leadership positions at Texas Instruments, Inc. and Quantum Corporation. Mr. Clemmer has served on the board of directors of HP Inc. since February 2020, and Seagate Technology Holdings plc since August 2022. Mr. Clemmer also serves on multiple private and non-profit boards. Mr. Clemmer previously served on the board of directors of Aptiv PLC, NXP Semiconductors N.V. and NCR Corporation.

Key Skills and Qualifications:

Mr. Clemmer brings to the Board over 50 years of experience in the global high-tech industry, including experience with semiconductor, storage and software companies. He also has extensive leadership experience with a deep understanding of the challenges facing semiconductor companies and how to navigate strategic transactions. Additionally, Mr. Clemmer brings valuable knowledge from his experience as a director for multiple public company boards.

6 LOGO 2026 Proxy Statement

Proposal 1 – Election of Directors

Peter A. Feld

Age: 47

Director Since: 2025

Committees:

●

Audit

Public Company Directorships:

●

BILL Holdings, Inc.

Professional Experience:

Mr. Feld has served on the Board of Directors since August 2025. Mr. Feld is a Managing Member, Portfolio Manager and Head of Research of Starboard Value LP since April 2011. Prior to founding Starboard in 2011, Mr. Feld was a Managing Director and Head of Research at Ramius LLC for funds that comprised the Value and Opportunity investment platform. Prior to joining Ramius in February 2005, Mr. Feld was an analyst in the Technology Investment Banking group at Banc of America Securities LLC. Since October 2025, Mr. Feld has served on the board of directors of BILL Holdings, Inc., a publicly traded provider of cloud-based software. Previously, Mr. Feld served on the boards of directors of Gen Digital Inc., a global leader dedicated to powering Digital Freedom through its family of consumer brands, from September 2018 to May 2025; Green Dot Corporation, a financial technology company, from March 2022 to October 2023; GCP Applied Technologies, Inc., a technology company, from June 2020 until it was acquired by Compagnie de Saint-Gobain S.A. in September 2022; Magellan Health, Inc., a healthcare company, from March 2019 until it was acquired by Centene Corporation in January 2022; AECOM, a multinational infrastructure firm, from November 2019 to June 2020; Marvell Technology Group Ltd., a storage, networking and connectivity semiconductor solutions company, from May 2016 to June 2018; The Brink’s Company, a global leader in security-related services, from January 2016 to November 2017; Insperity, Inc., an industry-leading HR services provider, from March 2015 to June 2017; Darden Restaurants, Inc., a full-service restaurant company, from October 2014 to September 2015; Tessera Technologies, Inc. (n/k/a Xperi Corporation), a leading product and technology licensing company, from June 2013 to April 2014; and Integrated Device Technology, Inc., a company that designed, developed, manufactured and marketed a range of semiconductor solutions for the advanced communications, computing and consumer industries, from June 2012 to February 2014. Mr. Feld received a Bachelor of Arts degree in Economics from Tufts University.

Key Skills and Qualifications:

Mr. Feld brings to the Board extensive knowledge of the capital markets, corporate finance, and public company governance practices as a result of his investment experience, together with his significant public company board experience.

John R. Harding

Age: 71

Director Since: 2015

Committees:

●

Audit

Professional Experience:

Mr. Harding has served on the Board of Directors since January 2015. From 2006 until 2015, he served as a director of RFMD. Since January 2020, Mr. Harding has served as a consultant in the fabless semiconductor design and manufacturing field as the General Partner of Harding Partners, LP. Mr. Harding co-founded eSilicon Corporation, a privately held company that designed and manufactured complex custom chips for a broad portfolio of large and small firms. He served as President and Chief Executive Officer of eSilicon from its inception in May 2000 until it was acquired by Inphi Corporation in January 2020. Before starting eSilicon Corporation, Mr. Harding served as President, Chief Executive Officer and a director of publicly traded Cadence Design Systems, Inc., which acquired his former employer, Cooper & Chyan Technology, Inc. Mr. Harding held a variety of senior management positions at Zycad Corporation, and his career also includes positions with TXL and IBM Corporation. From 2012 to 2016, Mr. Harding served on the board of directors of Advanced Micro Devices, Inc. Mr. Harding has also held leadership roles at Drew University, where he was Vice Chairman of the Board of Trustees, and Indiana University, where he was a member of the Advisory Board for the School of Public and Environmental Affairs. In addition, Mr. Harding served as a member of the Steering Committee at the U.S. Council on Competitiveness and was a former member of the National Academies Committee for Software, Growth and the Future of the U.S. Economy. From 2004 to 2020, Mr. Harding served as a member of the board of directors of the Global Semiconductor Alliance. From August 2022 to September 2024, Mr. Harding served as a director and Chair of the board of Meta Materials Inc., a publicly traded developer of high-performance materials and nanocomposites, and from April 2021 to December 2024, as a director of SandFirst, Inc., an Electronic Design Automation company. Since August 2025, Mr. Harding has served on the advisory board of Alpha Design AI, Inc. He is a frequent international speaker on the topics of innovation, entrepreneurship and semiconductor trends and policies.

Key Skills and Qualifications:

Mr. Harding brings to the Board and its committees a deep understanding of the challenges facing semiconductor companies gained from his experience as Chairman and Chief Executive Officer of eSilicon Corporation. Additionally, Mr. Harding has substantial operational experience, business acumen and expertise in corporate strategy development gained from his global business experience.

LOGO 2026 Proxy Statement 7

Proposal 1 – Election of Directors

Christopher R. Koopmans

Age: 49

Director Since: 2025

Committees:

●

Audit

Professional Experience:

Mr. Koopmans has served on the Board of Directors since April 2025. Since July 2025, Mr. Koopmans has served as President and Chief Operating Officer at Marvell Technology, Inc., a publicly traded semiconductor company, where he leads the company’s global business operations, ensuring the successful execution of its strategic goals while shaping its long-term growth strategy. Prior to becoming President and Chief Operating Officer, Mr. Koopmans served in a variety of senior management roles, including as Chief Operations Officer from 2021 to 2024, Executive Vice President of Marketing and Business Operations from 2019 to 2021, and Executive Vice President of Business Operations from 2018 to 2019. Prior to joining Marvell in 2016, Mr. Koopmans served as Vice President and General Manager of Service Provider Platforms at Citrix Systems. Mr. Koopmans joined Citrix with the acquisition of Bytemobile in 2012, a company he co-founded and for which he served as Chief Operating Officer. Mr. Koopmans earned a Bachelor of Science degree in Computer Engineering with Highest Honors from the University of Illinois and spent time as a Ph.D. Student in Electrical and Computer Engineering at the University of Illinois under a National Science Foundation Graduate Research Fellowship. He currently serves on the board of visitors at the Grainger College of Engineering at the University of Illinois.

Key Skills and Qualifications:

Mr. Koopmans brings to the Board substantial experience in the semiconductor and wireless communications industries, including broad operating experience in strategic planning, sales and marketing. He also brings strong leadership skills with executive experience across multiple companies, and substantial experience in mergers and acquisitions.

Alan S. Lowe

Age: 64

Director Since: 2024

Committees:

●

Compensation

Public Company Directorships:

●

Modine Manufacturing Company

Professional Experience:

Mr. Lowe was appointed to the Board of Directors in November 2024. He served as President and Chief Executive Officer of Lumentum Holdings Inc. from July 2015 until February 2025. Prior to Lumentum’s separation from Viavi Solutions Inc. in 2015, Mr. Lowe was employed by Viavi. Mr. Lowe joined Viavi in September 2007 as Senior Vice President of the lasers business and became Executive Vice President and President of Viavi’s communications and commercial optical products business in October 2008. Prior to joining Viavi, Mr. Lowe was Senior Vice President, customer solutions group at Asyst Technologies, Inc., a leader in automating semiconductor and flat panel display fabs. From 2000 to 2003, he was President and Chief Executive Officer of Read-Rite Corporation, a manufacturer of thin-film recording heads for disk and tape drives. From 1989 to 2000, Mr. Lowe served in roles of increasing responsibility at Read-Rite, including President and Chief Operating Officer, and Senior Vice President of customer business units. Since 2025, Mr. Lowe has served on the board of Modine Manufacturing Company, a publicly traded company that designs, engineers and manufactures thermal solutions.

Key Skills and Qualifications:

Mr. Lowe brings to the Board and its committees extensive management expertise in the telecommunications industry, demonstrated by his experience as President and Chief Executive Officer of Lumentum Holdings Inc. His tenure at Viavi and Asyst Technologies also provided him with technical expertise into the automation of semiconductor and flat panel display fabs.

8 LOGO 2026 Proxy Statement

Proposal 1 – Election of Directors

Roderick D. Nelson

Age: 66

Director Since: 2015

Committees:

●

Audit

●

Governance and Nominating (Chair)

Professional Experience:

Mr. Nelson has served on the Board of Directors since January 2015. From 2012 until 2015, he served as a director of TriQuint, one of Qorvo’s predecessor entities. An expert in wireless technology, in 2022 Mr. Nelson founded and is principal of Nelson Technology Partners, Inc., providing strategic and operational advice to communications companies. Since 2009, he has been the co-founder and principal of Tritech Sales and Services, LLC, a strategic product, business development and sales function consulting firm. In 2017, he co-founded Geoverse, LLC, a company which designs, deploys and manages in-building cellular LTE systems, and served as its Chief Executive Officer from June 2018 through April 2022. Mr. Nelson served as the Chief Technology Officer for Globetouch, Inc., a privately held global provider of 3G and LTE mobile broadband services for connected devices and IoT applications, from January 2015 to August 2017. He served as Executive Vice President and Chief Technology Officer of AT&T Wireless Services where, over a twenty-year career, he led the Technology Development Group responsible for the development and deployment of the first 3G networks in the United States. During his career, Mr. Nelson has worked closely with both national and international regulators and standards bodies on the creation of wireless specifications and standards. Mr. Nelson holds numerous patents covering broad and fundamental aspects of wireless communications.

Key Skills and Qualifications:

Mr. Nelson brings to the Board and its committees substantial experience in the wireless communications industry, including his extensive knowledge regarding the requirements of downstream customers, as well as accounting and financial expertise and global business experience. He also has significant technical expertise, such as his standards development experience, 4G and 5G network deployment experience, and a deep understanding of the regulatory environment applicable to our business.

Dr. Walden C. Rhines

Age: 79

Director Since: 2015

Committees:

●

Compensation (Chair)

●

Governance and Nominating

Public Company Directorships:

●

Silvaco Group Inc.

Professional Experience:

Dr. Rhines has served as Chair of the Board and Lead Independent Director at the Company since November 2023 and has served on our Board of Directors since January 2015. From 1995 until 2015, he served as a director of TriQuint, one of Qorvo’s predecessor entities. Dr. Rhines serves as a director of Cornami, Inc., a semiconductor processor company focused on fully homomorphic encryption, and served as its President and Chief Executive Officer from March 2020 through May 2025. Dr. Rhines has served as chairman of the board of Caspia, an electronic design automation software company engaged in Cybersecurity and as a director of Pallidus Inc., a company developing Silicon Carbide. Since August 2025, he has served as Chief Executive Officer and director of Silvaco Group, Inc., a public company engaged in electronic design automation. Since October 2019, he has served as Chief Executive Officer of Rhines Consultants, a consulting firm in the semiconductor, integrated circuit design and manufacturing fields. Dr. Rhines was also CEO Emeritus of Mentor (a Siemens Business) an electronic design automation company, until October 2020, having previously served as President and Chief Executive Officer of Mentor from its acquisition by Siemens Industry, Inc. in March 2017 until October 2018. He previously served as Chief Executive Officer of Mentor Graphics Corporation from 1993 and Chairman of its board of directors from 2000 until the acquisition of Mentor Graphics by Siemens in 2017. Prior to joining Mentor Graphics, he spent 21 years at Texas Instruments, a semiconductor manufacturer, with his most recent position as the Executive Vice President of its Semiconductor Group with responsibility for its worldwide semiconductor business. He also served as a director of Cirrus Logic, Inc., a semiconductor company, from 1995 to 2009, as a director of Electronic System Design Alliance, a trade association for electronic design companies, from 1994 to 2019, and as a director of Semiconductor Research Corporation, a technology research consortium from 2002 until 2020. Dr. Rhines also served as a director of PTK Acquisition Corp., a special purpose acquisition company. He also serves as an advisor to Chip Agents, an AI driven design automation company.

Key Skills and Qualifications:

Dr. Rhines brings to the Board and its committees over 50 years of experience in the semiconductor industry, including substantial operating experience and management expertise as a CEO of a publicly traded technology company. He also brings strong leadership skills, a significant understanding of international markets and substantial experience in strategic planning and business development and mergers and acquisitions.

LOGO 2026 Proxy Statement 9

Proposal 1 – Election of Directors

Susan L. Spradley

Age: 65

Director Since: 2017

Committees:

●

Compensation

●

Governance and Nominating

Professional Experience:

Ms. Spradley has served on the Board of Directors since January 2017. She has served as a partner in TAP Growth Group, a senior executive consulting firm, since April 1, 2023. From January 2018 to September 2022, Ms. Spradley was the Chief Executive Officer of Motion Intelligence, a privately held software-as-a-service company. She was principal of Spradley Consulting LLC, a consulting firm that she founded, from February 2017 until January 2020, and a partner in TAP Growth Group, from August 2017 to June 2019. From January 2013 until January 2017, she served in various roles at Viavi Solutions Inc. (formerly JDS Uniphase), most recently as Executive Vice President and General Manager-Network and Service Enablement. Prior to joining Viavi Solutions Inc., Ms. Spradley served as executive director at US-Ignite from April 2011 to December 2012. Prior to that, Ms. Spradley was President of the North America region at Nokia Siemens Networks from 2007 to 2011, responsible for regional profit and loss, sales and service. From 1997 to 2005, she held executive positions at Nortel Networks Corporation. Ms. Spradley served on the board of directors of Avaya Holdings Corp., a publicly traded communications applications provider from December 2017 until her resignation in May 2023. Ms. Spradley also served as board member of NetScout Systems, Inc., a publicly traded real-time operational intelligence and performance analytics company, from April 2018 until August 2023. She previously served on the board of directors of publicly traded EXFO Inc. from October 2011 through November 2012. Ms. Spradley is a board member of the nonprofit organization Catalyst Campus, focused on advancing start up technology for the U.S. Government.

Key Skills and Qualifications:

Ms. Spradley brings to the Board and its committees more than 25 years of experience in the wireless telecommunications industry, including broad operating experience in sales, product portfolio management, and research and development for multiple global communications-related companies. She also has extensive public company executive leadership and risk management experience. Ms. Spradley has a CERT certificate in Cybersecurity through NACD and a certificate in AI Ethics & Board Oversight from Diligent.

10 LOGO 2026 Proxy Statement

Proposal 1 – Election of Directors

Qualifications, Skills and Experience

LOGO

LOGO 2026 Proxy Statement 11

Corporate Governance

CORPORATE GOVERNANCE

The Board of Directors regularly reviews Qorvo’s corporate governance program, taking into consideration good governance practices, recent developments and applicable laws and regulations. Stockholders may visit our website at https://ir.qorvo.com/corporate-governance to view the following corporate governance documents, which are not incorporated into this proxy statement by reference:

●

Corporate Governance Guidelines

●

Code of Business Conduct and Ethics

●

Whistleblower Policy

●

Charters for each Committee of the Company’s Board of Directors

Stockholders may also request a copy of any of these documents by contacting our Investor Relations Department at:

7628 Thorndike Road, Greensboro, North Carolina 27409-9421.

Corporate Governance Guidelines

Qorvo’s Corporate Governance Guidelines provide a framework for the Board’s corporate governance duties and responsibilities, taking into consideration good corporate governance practices, recent developments and applicable laws and regulations. Our Corporate Governance Guidelines address a number of matters applicable to directors, including, but not limited to, director qualification standards, director independence requirements, stock ownership guidelines, Board responsibilities, Board committees, CEO and management succession and the role of the Lead Independent Director.

Independent Directors

In accordance with the listing standards of The Nasdaq Stock Market LLC, or Nasdaq, and our Corporate Governance Guidelines, the Board of Directors must be comprised of a majority of independent directors. The Board has determined that Mr. Clemmer, Mr. Feld, Mr. Harding, Mr. Koopmans, Mr. Lowe, Mr. Nelson, Dr. Rhines, Ms. Bruner and Ms. Spradley each satisfy the definition of “independent director” under the Nasdaq listing standards. The Board, in concert with its Governance and Nominating Committee, performed a review to determine the independence of its members and made the determination as to each of these independent directors that no transactions, relationships or arrangements exist that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director of Qorvo. In making these determinations, the Board reviewed the information provided by the directors and Qorvo regarding each director’s business and personal activities as they may relate to Qorvo and its management. In addition, each member of the Audit Committee, the Compensation Committee and the Governance and Nominating Committee has been determined by the Board to be “independent” in accordance with Nasdaq listing standards and SEC rules.

Board Leadership Structure

As described in the Corporate Governance Guidelines, the Board believes that absent certain circumstances, the roles of Chair of the Board and Chief Executive Officer should be separated and that the independent directors should be led by a Lead Independent Director. The Board believes this separation of roles promotes communication between the Board, the Chief Executive Officer and other senior management and enhances the Board’s oversight of management. If the Chair is an independent director, he or she will also serve as the Lead Independent Director. Dr. Walden C. Rhines, an independent director, currently serves as the Chair of the Board and our Lead Independent Director.

We believe our leadership structure provides increased accountability of our Chief Executive Officer to the Board and encourages balanced decision-making. We also separate the Chair and Chief Executive Officer roles in recognition of the differences in the roles. While the Chief Executive Officer is responsible for day-to-day leadership of Qorvo and the setting of strategic direction, the Chair of the Board provides guidance to the Chief Executive Officer and coordinates and manages the operation of the Board and its committees.

The duties of the Chair of the Board include presiding at meetings of the Board, establishing, with the Chief Executive Officer, the agenda for each Board meeting and exercising such other powers and performing other duties as may from time to time be assigned to him by the Board. The Chair also participates in our annual evaluation process, including the annual CEO evaluation, which is designed to support constructive commentary on the performance of our CEO.

12 LOGO 2026 Proxy Statement

Corporate Governance

Under our Corporate Governance Guidelines, the Lead Independent Director has a clearly defined role and significant governance duties. Our Lead Independent Director is responsible for coordinating the activities of the independent directors, and his or her responsibilities include, but are not limited to: (a) determining appropriate schedules for Board and committee meetings; (b) seeking input from other directors on the preparation of meeting agendas; (c) coordinating, developing the agenda for and presiding at executive sessions of the independent directors; (d) when necessary, acting as a liaison between the independent directors and the Chair of the Board and/or Chief Executive Officer; and (e) having the authority to retain such counsel or consultants as he or she deems necessary to perform the responsibilities of that position. The Board believes our current leadership structure with an independent Chair of the Board is appropriate for Qorvo and provides many advantages for the effective operation of the Board.

Substantial Board Refreshment

We have seen substantial refreshment in our Board of Directors over the past two years. During fiscal 2026, three new independent directors joined our Board: Messrs. Clemmer, Feld and Koopmans, while Mr. David H.Y. Ho stepped down as a director. During fiscal 2025, we added Mr. Lowe to our Board, while our former Chair, Mr. Ralph G. Quinsey, retired from the Board. The Governance and Nominating Committee, with assistance from a third-party search firm, regularly engages in an active director identification program focused on recruiting new directors who possess the independence, background, experience and expertise needed to provide oversight and support for Qorvo’s continuing efforts to increase stockholder value.

Management Succession Planning

Our Board of Directors oversees succession planning for our CEO and other members of senior management. The Board is responsible for reviewing and concurring on a CEO succession plan, which is prepared on at least an annual basis. The succession plan is designed to provide for continuity in executive leadership and includes information on CEO succession in the event of an emergency and succession plans for other members of senior management. The plan includes analysis regarding skills, experience, performance, and readiness of potential succession candidates across the executive leadership team. Succession planning is also discussed in executive sessions of the Board evaluating potential successors to the CEO and the executive leadership team. In addition, pursuant to its charter, the Compensation Committee reviews our succession plan and executive development with respect to the Company’s senior management.

Code of Ethics

Our Code of Business Conduct and Ethics provides guidance on maintaining our commitment to high ethical standards and applies to all employees, officers, directors, agents, independent contractors and other personnel of Qorvo and our subsidiaries. Any waivers or substantive amendments of the Code of Business Conduct and Ethics applicable to our directors and certain of our executive officers will be disclosed on our website at https://ir.qorvo.com/corporate-governance, which is not incorporated by reference into this proxy statement.

Committees and Meetings

The Board maintains three standing committees: the Audit Committee, the Compensation Committee and the Governance and Nominating Committee. Each committee operates under its own written charter, which sets forth the requirements and responsibilities of each committee.

The Committees must be comprised of no fewer than three members, each of whom must satisfy membership requirements imposed by the applicable committee charter and, where applicable, Nasdaq listing standards and SEC rules and regulations. Each of the members of the Audit Committee, the Compensation Committee and the Governance and Nominating Committee has been determined by the Board to be independent under applicable Nasdaq listing standards and, in the case of the Audit Committee and the Compensation Committee, under the independence requirements established by the SEC.

LOGO 2026 Proxy Statement 13

Corporate Governance

A brief description of the current membership and the responsibilities of each of these committees follows:


	Audit Committee	Compensation Committee	Governance & Nominating Committee

Robert A. Bruggeworth

Judy Bruner	C		✓

Richard L. Clemmer		✓

Peter Feld	✓

John R. Harding	✓

Christopher R. Koopmans	✓

Alan Lowe		✓

Roderick D. Nelson	✓		C

Dr. Walden C. Rhines		C	✓

Susan L. Spradley		✓	✓

C = Committee Chair

Meeting Attendance

Under our Corporate Governance Guidelines, all directors are expected to make every effort to attend meetings of the Board, assigned committees and annual meetings of stockholders. All of our directors, except for one, who were then in office attended the 2025 annual meeting of stockholders. During the fiscal year ended March 28, 2026, all of our directors then in office attended at least 75% of the aggregate of the Board meetings and assigned committee meetings that were held. During fiscal 2026, including regularly scheduled and special meetings, the Board held 24 meetings, the Audit Committee held 7 meetings, the Compensation Committee held 7meetings, and the Governance and Nominating Committee held 6 meetings.

Audit Committee

The Audit Committee is appointed by the Board to assist the Board in its duty to oversee our accounting, financial reporting and internal control functions and the audit of our financial statements. The Committee’s responsibilities include, but are not limited to:

●

the appointment, compensation, retention, oversight and termination (if necessary) of our independent registered public accounting firm, which reports directly to the Audit Committee;

●

establishing policies and procedures for the review and pre-approval by the Committee of, and approving or pre-approving, all auditing services and permissible non-audit services to be performed by the independent registered public accounting firm;

●

periodically reviewing matters regarding accounting principles and financial statement presentations, including any significant changes in our selection or application of accounting principles;

●

approving the report of the Audit Committee required by SEC rules to be included in our proxy statement;

●

oversee and discuss with management the Company’s policies, procedures, programs and controls pertaining to risk assessment and risk management, including the Company’s major financial, enterprise security, artificial intelligence, cybersecurity, information security, data privacy, and data protection risk exposures, and the steps management has taken to monitor and control such exposures;

●

overseeing matters relating to finance, capital expenditures, investment, asset management, and tax position and strategy;

●

reviewing and recommending action, if necessary, in connection with any matters pertaining to the integrity of our executive officers, including conflicts of interest and adherence to standards of business conduct as set forth by the Company;

●

overseeing the appointment, removal or reassignment, and performance of our internal auditor;

●

reviewing and approving, the audit plans, budget, resources and organizational structure of the internal audit function; and

●

establishing and overseeing procedures for the receipt, evaluation and treatment of complaints or concerns received by Qorvo regarding accounting, internal controls, financial reporting, audit and legal or regulatory matters.

14 LOGO 2026 Proxy Statement

Corporate Governance

The current members of the Audit Committee are Ms. Bruner (Chair) and Messrs. Feld, Harding, Koopmans and Nelson, none of whom is an employee of Qorvo and each of whom is independent under existing Nasdaq listing standards and SEC requirements. The Board has examined the SEC’s definition of “audit committee financial expert” and determined that Ms. Bruner and Mr. Harding each satisfy this definition.

Compensation Committee

The Compensation Committee is appointed by the Board to exercise the Board’s authority concerning compensation of our officers and employees and administration of our incentive compensation plans. In fulfilling its duties, the Compensation Committee’s authority includes, but is not limited to:

●

evaluating and setting the compensation of our officers, including our Chief Executive Officer, in accordance with our compensation philosophy;

●

preparing the Compensation Committee report that SEC rules require to be included in our Annual Report on Form 10-K or proxy statement;

●

evaluating and making recommendations to the Board concerning compensation of non-employee directors;

●

periodically reviewing, and modifying if necessary, our philosophy concerning executive compensation and the components of executive compensation;

●

reviewing and discussing with management our Compensation Discussion and Analysis disclosure and formally recommending to the Board that it be included in our Annual Report on Form 10-K or our proxy statement;

●

making the determination required under SEC rules regarding risks associated with our compensation policies and practices;

●

overseeing our compliance with SEC rules and regulations regarding stockholder approval of certain executive compensation matters, including advisory votes on named executive officer compensation and the frequency of such votes;

●

retaining (or obtaining the advice of) a compensation consultant, independent legal counsel or other advisers to assist the Compensation Committee with the discharge of its duties under the charter, after taking into consideration factors and criteria required by applicable law;

●

reviewing and discussing with management our key human capital management strategies and programs;

●

periodically reviewing the Company’s succession plan and development with respect to senior management leaders;

●

periodically reviewing and monitoring pay equity practices at the Company;

●

reviewing, approving and administering the Company’s compensation recoupment or clawback policies; and

●

discharging certain other responsibilities generally relating to the administration of our incentive and employee benefit plans.

The Compensation Committee regularly consults with members of our executive management team regarding our executive compensation program. Periodically the Compensation Committee, through its Chair, communicates with stockholders to gain feedback regarding the Company’s executive compensation program.

Our executive compensation program is discussed below in our “Compensation Discussion and Analysis.” The Compensation Committee may condition its approval of any compensation matter on ratification by the Board if Board action is required by applicable law or otherwise deemed appropriate.

The Board or the Compensation Committee has the discretion to delegate certain areas of authority that are reserved to the Board or the Compensation Committee, respectively, under our equity compensation plans. The Board and the Compensation Committee have delegated to the Chief Executive Officer the authority to grant equity awards: (a) generally to new and existing Company employees for new hire, promotion, retention, special engineering and other purposes and (b) to independent contractors, consultants and advisors, provided that in each case such persons are not officers or directors subject to Section 16 under the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, or persons who report directly to the Chief Executive Officer. Additionally, these delegations are subject to predetermined limits per individual and in the aggregate, as established by the Board or the Compensation Committee, and are subject to all terms and conditions of the applicable plan and award agreements. The Chief Executive Officer is required to report all equity awards granted under these delegations to the Compensation Committee at its next regularly scheduled meeting following such grants.

The current members of the Compensation Committee are Dr. Rhines (Chair), Mr. Clemmer, Mr. Lowe and Ms. Spradley, none of whom is an employee of Qorvo and each of whom is independent under existing Nasdaq listing standards and SEC requirements.

LOGO 2026 Proxy Statement 15

Corporate Governance

Governance and Nominating Committee

The Governance and Nominating Committee’s responsibilities include, but are not limited to:

●

assisting the Board in identifying individuals qualified to become Board and committee members and evaluate, approve and recommend director nominees for Board consideration;

●

developing and recommending to the Board the policies and guidelines relating to, and generally overseeing matters of, corporate governance and conflicts of interest;

●

leading the Board in its annual review of the performance of the Board and its committees;

●

reviewing, discussing with management, and periodically reporting to the Board regarding the Company’s policies, initiatives and disclosures with respect to social and environmental matters; and

●

carrying out the duties and responsibilities delegated by the Board relating to any matters required by the federal securities laws.

The members of the Governance and Nominating Committee are appointed by the Board of Directors and currently include Mses. Bruner and Spradley, Mr. Nelson (Chair), and Dr. Rhines, none of whom is an employee of Qorvo and each of whom is independent under existing Nasdaq listing standards.

Executive Sessions

Pursuant to our Corporate Governance Guidelines, independent directors are expected to meet in executive session at all regularly scheduled meetings of the Board with no members of management present. The Chair of the Governance and Nominating Committee or the Lead Independent Director presides at each executive session unless the independent directors determine otherwise. During fiscal 2026, the independent directors met in executive session at all regularly scheduled Board meetings, during which time Dr. Rhines led these sessions.

Risk Oversight

The Board of Directors and its committees, with leadership from the Lead Independent Director, have general oversight responsibility for corporate risk management, including oversight of management’s implementation and application of risk management policies, practices and procedures. The Board directly oversees strategic risks such as those relating to competitive dynamics, market trends, global operations and developments and changes in macroeconomic conditions. While the Board is responsible for risk oversight, management is ultimately responsible for assessing and managing material risk exposures. Our senior management reports to the Board or one of its committees on key enterprise risk topics, including, but not limited to, cybersecurity and information security, quality assurance, global trade matters, financial risks, environmental matters and disaster recovery and governance related matters. Our directors receive these reports at regularly scheduled Board and committee meetings, through telephone briefings and other communications from management when potentially significant risks develop or important issues arise. Directors use these communications with management to develop a shared understanding of the potential severity of key risks and management’s strategies for addressing these risks. In addition, the Board evaluates our strategic goals and objectives to determine how they may be affected by particular risk exposures. The Board also relies upon the expertise of outside counsel and other professional advisers to evaluate and manage current and potential future risks that may impact the Company.

The committees of the Board also exercise oversight in certain areas of risk management related to their respective charters.

●

Audit Committee: The Audit Committee discusses certain risks and exposures with our independent registered public accounting firm and receives reports from our accounting and internal audit management personnel regarding such risks or exposures and how management has attempted to mitigate Qorvo’s risk. The Audit Committee’s primary focus is financial risk, including our internal control over financial reporting. The Company’s internal controls and procedures are supported, in part, by an internal audit program and reviews of public disclosure documents by the Company’s disclosure committee. In addition to financial risk, specific areas of focus by the Audit Committee include risks associated with material litigation, regulatory matters, taxes, foreign exchange, liquidity, investments, enterprise security, information security and global operations. The Audit Committee also reviews the qualifications, independence, and performance of our independent auditors on an annual basis. In addition, the Audit Committee reviews the performance of the internal audit team relative to the annual audit plan and other engagement matters. As part of its oversight role, the Audit Committee reviews global insurance coverage, oversees Qorvo’s investment policy and works with management to develop policies and practices to mitigate risks in its areas of focus, including finance and accounting, fraud and anti-corruption, including adherence to standards of business conduct. The Audit Committee also oversees and discusses with management the Company’s policies, controls and procedures pertaining to risk assessment and risk management, including the Company’s major financial, enterprise security,

16 LOGO 2026 Proxy Statement

Corporate Governance

artificial intelligence, cybersecurity, information security, data privacy and data protection risk exposures. As part of its oversight of information technology, the Audit Committee receives regular reports, on at least a quarterly basis, from Qorvo’s Chief Information Officer and Chief Information Security Officer, relating to enhancing the protection of our networks and assets, mitigating global cybersecurity risks, and discussing the capability and scalability of IT assets, including related IT projects. In addition, the Audit Committee meets with Company management and provides oversight on matters relating to finance, capital expenditures, investment, asset management, and tax position and strategy.

●

Compensation Committee: The Compensation Committee makes a specific determination regarding risks associated with our compensation plans, policies and practices as described below under “Risk Oversight in Compensation Programs.” The Compensation Committee also evaluates risks associated with equity “overhang” and regulatory and other legal risks regarding our equity and cash incentive and retirement plans. This includes receiving information from Qorvo’s Retirement Plan Committee on matters related to our 401(k) and non-qualified deferred compensation plans. The Company has adopted a compensation recoupment policy, or clawback policy, as required by SEC and Nasdaq rules, that is administered by the Compensation Committee. The Compensation Committee also oversees risks relating to human capital management that may impact our ability to attract, develop, retain and motivate our employees.

●

Governance and Nominating Committee: The Governance and Nominating Committee has risk oversight over corporate governance matters. This includes adoption and administration of our Code of Business Conduct and Ethics, conducting full Board and individual director assessments, addressing governance-related matters raised by our stockholders and serving as the Board’s primary independent decision-making authority for assessing and resolving matters, such as potential conflicts of interest, that fall within the broader category of corporate governance. The Governance and Nominating Committee also provides oversight to management and reporting to the Board of Directors on certain environmental and sustainability matters.

Each of the above committees reports to the full Board with respect to the risk categories it oversees. These ongoing reports enable the Board, and other committees, to monitor our exposure and evaluate the mitigation of risks Qorvo faces.

Risk Oversight in Compensation Programs

The Compensation Committee reviews our incentive compensation structure annually, including from a risk management perspective, and does not believe that any risks arising from our compensation structure and practices are reasonably likely to have a material adverse effect on our Company. In fiscal 2026, the risk assessment process included a review of compensation program plans, policies and practices, focusing on programs with variable compensation provisions and identifying the risks related to the programs. The Compensation Committee determined that our compensation program elements, including base salary, short-term and long-term compensation, encourage an appropriate level of risk on an ongoing basis to properly balance risks associated with our compensation policies and practices and performance of our business, but do not encourage or incentivize excessive risk-taking. We also impose “clawback” restrictions in our senior officer equity awards to discourage imprudent risk-taking (beyond those required by applicable law) and have also adopted a clawback policy in compliance with SEC rules and Nasdaq listing standards. The Compensation Committee monitors our compensation programs on an ongoing basis to properly balance risks associated with our compensation policies and practices.

Enterprise Responsibility

Workforce Engagement

We are committed to recruiting, hiring, retaining, promoting and engaging our global workforce to best serve our customers. We are focused on creating an environment that leverages the perspectives and contributions of each employee and provides opportunities for our employees’ professional and personal development. We have established relationships with professional associations and industry groups to proactively attract talent, and we partner with universities to recruit undergraduate and graduate students for our internship program and entry-level positions. We also invest in employee development programs to provide employees with the training and education they need to help achieve their career goals, build relevant skills and lead their organizations.

We believe our competitive compensation and benefit programs, along with career growth and development opportunities offered by us, promote longer employee tenure and reduce turnover. We monitor employee turnover rates as our success depends upon retaining and investing in our highly skilled manufacturing and technical staff. Our global attrition rate has consistently been below the technology industry average.

LOGO 2026 Proxy Statement 17

Corporate Governance

Employee Health and Safety

We are a member of the Responsible Business Alliance (“RBA”), an industry coalition dedicated to driving sustainable value for workers in global supply chains, among other things. As an RBA member, we are aligned with the RBA Code of Conduct, which establishes standards with respect to safe working conditions, respectful treatment of employees, and environmentally and ethically responsible business operations. Elements of the RBA Code of Conduct have been reflected in our other employee policies and procedures.

Qorvo prioritizes safe working conditions. We are committed to an injury free workplace and provide dedicated workplace training and leadership support to reduce or eliminate health and safety risks.

Operating Sustainably

We are committed to growing our business in a sustainable and responsible manner. We are focused on reducing our emissions through projects that include infrastructure redesign and process improvements across multiple locations. We also focused our efforts on initiatives related to waste reduction and water conservation.

For more details please refer to the material available at

http://www.qorvo.com/about-us/sustainability.

The website information is provided for convenience only, and the content on the website is not incorporated by reference into this proxy statement.

Whistleblower Policy

The Audit Committee has adopted a policy establishing procedures governing the reporting of accounting or legal complaints. The complaints governed by the policy may include suspected misconduct related to accounting, internal accounting controls or auditing matters, or suspected violations of law or other Company policies. Our policy includes procedures for confidential, anonymous reports of concerns regarding the foregoing matters. Employees may also report their concerns to their supervisor or, in cases where it might be inappropriate or uncomfortable for an employee to discuss a concern with his or her supervisor, or if the supervisor does not address the issue to the employee’s satisfaction, employees may report their concerns by contacting our Compliance Officer at 7628 Thorndike Road, Greensboro, North Carolina 27409-9421, or by

e-mail

or telephone. Alternatively, employees may discuss their concerns with our Chief Human

Resources

Officer or any other Company officer.

Third parties may report concerns by

contacting

our Compliance Officer. If the Compliance Officer is the subject of the concern or the employee or third party otherwise believes that the Compliance Officer has not given or will not give proper attention to his or her concerns, the employee or third party may report his or her concerns directly to the Chair of the Audit Committee. An employee or third party also may forward concerns on a confidential and/or anonymous basis to the Compliance Officer by calling Qorvo’s toll-free Ethics and Compliance hotline, which is operated by a third-party agency to enable confidentiality, or by delivering a written statement setting forth his or her concerns to the Chair of the Audit Committee.

Securities Trading Policy and Prohibition on Hedging and Pledging

The Company has adopted a securities trading policy with procedures governing the purchase, sale, and/or other disposition of Company securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company. Our securities trading policy prohibits any hedging of our securities by our directors and employees. This includes engaging in any type of short sale or purchasing any financial instrument (including prepaid variable forward contracts, equity swaps, collars and exchange traded funds) or engaging in any transaction that, in either case, hedges or offsets, or is designed to hedge or offset, any decrease in the market value of our common stock. Additionally, directors and employees may not pledge Company securities as collateral for a loan; however, this prohibition does not apply to any broker-assisted “cashless” exercise or settlement of awards granted under a Company equity incentive plan.

Procedures for Director Nominations

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SEC Form DEF 14A filed by Qorvo Inc.