People
Governance after the reset
Wolfspeed emerged from Chapter 11 on September 29, 2025 with a completely new board, a new CEO, a new CFO, and a new COO — and an insider base that holds 178 shares between them. The governance file therefore has two halves: the legacy regime that drove the company into bankruptcy and wrote itself $10.5M in exit checks, and a clean-sheet board that looks technically strong on paper but has yet to prove anything with capital or with cash from its own pockets. Initial grade: C+, biased to upgrade if the new team puts real money into the stock.
Governance grade: C+.
Skin-in-the-Game (1-10)
Independent Directors
▲ 7 of total
2024 Say-on-Pay Support
The People Running This Company
Wolfspeed is now run by industry operators rather than the founder-era team that filed for Chapter 11. The CEO is a 25-year semiconductor specialist, the new CFO ran finance at an EU semis peer, and the COO is a Wolfspeed lifer who knows the silicon-carbide stack inside out. None of them owns meaningful stock yet.
Robert A. Feurle (CEO). Joined May 1, 2025 from ams-OSRAM, where he ran the Opto Semiconductors division. Before that he spent two decades at Infineon, Micron and Qimonda. The pick reads as a competence-first hire: deep operational experience in power and opto semis is exactly what the Mohawk Valley ramp needs. He took the job with a $150K salary stub for FY2025 plus a $1.0M sign-on bonus paid in two installments — and zero stock at the start.
Gregor van Issum (CFO). Stepped in September 1, 2025 as permanent CFO, replacing interim Kevin Speirits and former CFO Neill Reynolds (who walked with a $100K lump sum after agreeing to a revised exit). The proxy gives no FY2025 comp for van Issum because he was hired post-fiscal-year-end. His background and incentive package will need to show up in the FY2026 proxy before we can judge him.
Thomas H. Werner (former Interim Executive Chair) and Gregg A. Lowe (former CEO). Both gone. Werner billed roughly $2.0M for six months as principal executive officer during the descent into Chapter 11. Lowe took $8.5M, including $1.3M in severance under his 2017 Change-in-Control Agreement, even though the equity awards in his comp table were ultimately cancelled in bankruptcy.
The board cancelled all outstanding RSUs/PSUs at emergence, but cash severance under pre-existing change-in-control agreements still flowed. That is the legacy comp design at work — and it is now retired.
What They Get Paid
FY2025 named-executive comp totals $15.3M across six NEOs, dominated by former management exits. The new CEO took home $650K and the new COO recognised $7K (partial month). Equity for the incoming team was approved by the Bankruptcy Court but not granted within fiscal 2025, so the reported numbers materially understate what Feurle and Emerson will earn in FY2026.
Sense-check. The 138:1 CEO-to-median pay ratio Wolfspeed discloses is inflated by the three-PEO accounting fiction; reading the numbers normally, Lowe's $8.5M against a $78.9K median worker computes closer to 108:1 — still high for a company that printed a $1.6B net loss and ran out of cash, and the kind of outcome a stockholder-aligned design would have prevented. The FY2025 short-term incentive plan paid out at 20% even though the formula only earned 10%; the Compensation Committee made up the difference "for retention purposes," then disclosed it. That uplift is exactly the sort of discretionary override governance investors and proxy advisors flag. The 2024 say-on-pay vote received only 69.9% support — uncomfortably close to the 70% threshold ISS uses to recommend voting against compensation committee members.
Pre-bankruptcy pay was not earned. Three years (FY2023–FY2025) of Compensation Actually Paid for Lowe totalled $3.5M — including a negative $2.2M for FY2025 — against a stock that lost ~99% of its value. The system "worked" only in the sense that the equity collapsed; the cash kept flowing.
Are They Aligned?
This is the most important section. The headline: the new team has essentially no skin in the game, the legacy shareholders were wiped out at emergence, and the new register is dominated by creditor-turned-equity holders who received their stock by virtue of the bankruptcy plan, not by buying.
Ownership map — post-emergence register
Five institutions hold 66.1% of the new common stock between them. The five top holders all filed Schedule 13Gs within days of emergence — a tell that these are post-restructuring positions, not high-conviction long-term buying. The reorganization plan distributed new equity to former secured-debt holders (Apollo-led group plus the convertible note holders); these institutions are the resulting public-float owners.
The insider line is the one to circle. Per the latest proxy (record date October 14, 2025), all current directors and executive officers as a group owned 178 shares — total. Speirits owns 164, Emerson 178, Werner 907 (departing), Lowe 3,632 (departed). The seven new directors and the new CEO held zero common stock on the record date. Equity grants approved by the Bankruptcy Court at emergence are being awarded post-record-date, so this picture will normalise — but right now, the CEO has no exposure to the share price he is paid to move.
Insider activity — grants, not purchases
The December 2025 cluster of Form 4 changes corresponds to post-emergence equity grants and the related tax-withholding share dispositions (the CEO surrendered 29,307 shares to cover withholding on his initial grant — neutral). Zero open-market purchases by any insider have been disclosed since the bankruptcy filing. That is a defensible posture during a closed window, but a public buy by Feurle, Emerson or any new director would do more for the governance grade than a year of clean disclosures.
Dilution and capital allocation
The old common stock was effectively wiped out (~99% loss) at emergence. The Bankruptcy Court approved a new Long-Term Incentive Plan with 3.80M shares available for future grants plus equity sign-on packages for Feurle and Emerson. The ESPP was terminated in April 2025 and the legacy deferral program was cancelled. A new director-deferral program and a new equity component are scheduled to be implemented in fiscal 2026. The relevant capital-allocation governance is now upstream — at the bondholder-and-CHIPS-Act level — not in the equity comp plan.
Related-party behaviour
No related-person transactions were disclosed for fiscal 2025. The proxy explicitly confirms no Compensation-Committee interlocks. PricewaterhouseCoopers has served since FY2014 (audit tenure is long but unremarkable); audit fees were $3.36M for FY2025. Anti-hedging and anti-pledging policies cover all employees and directors. A SEC/NYSE-compliant clawback policy is in place. Two Form 3 filings (for Jensen and Walsh) were late — a minor compliance lapse acknowledged in the filing, no other Section 16 issues reported.
Skin-in-the-game scorecard
Skin-in-the-game today: 2 / 10. Not a structural failure — the design and policies are on the right side of governance best-practice — but the lived reality is that nobody on the bridge owns the boat. Watch for open-market buys from Feurle or new directors over the next two windows; that is the single fastest path to a 6 or 7.
Board Quality
The board was completely reconstituted at emergence on September 29, 2025. Six of seven members are independent (only CEO Feurle is not); the chair, Anthony Abate, is independent. The skill mix is unusually pure: every director has direct semiconductor, power-systems or large-cap audit experience. No legacy holdovers from the Lowe era remain — including the former chair, Thomas Werner.
What the board has. Two sitting/former public semiconductor CEOs (Hou at Semtech; Bokan as 30-year Micron sales chief), a former operating COO at Corning (Musser, 39-year tenure), a retired Deloitte audit-partner running technology-sector audits (Jensen), a CFO with three semiconductor cycles under his belt (Walsh — Allegro, Silicon Labs), and a restructuring-board specialist (Abate). The audit committee chair is Walsh — uncontroversial fit. PwC remains the auditor.
What it lacks. No director has obvious EV-OEM purchasing experience, which matters because Wolfspeed's revenue concentration into automotive Tier-1s is the single biggest commercial risk. There is also no director with deep CHIPS-Act / US-policy experience to navigate the $750M federal grant that anchors the Mohawk Valley financing. Both gaps are addressable through committee work or a future addition.
Late filings. Form 3 filings for Jensen and Walsh were filed late — the only Section 16 compliance lapse disclosed for FY2025. Trivial, but worth flagging because it happened under the new regime's watch, not the old one's.
The Verdict
The strongest positives. A complete board reset with credible semiconductor and audit expertise, an independent chair, anti-hedging and anti-pledging policies, double-trigger CIC, a clawback policy, no related-party transactions, and a stockholder-friendly equity-grant philosophy (PSU on relative TSR, double-trigger vesting). The CEO and COO selected from outside the legacy executive group are credible operators.
The real concerns. Insiders own essentially zero stock. The 2024 say-on-pay vote scraped 69.9% — that is the floor below which proxy advisors recommend voting against compensation-committee members. The compensation committee gave a discretionary 10-point uplift on a 10%-achieved STIP "for retention." Lowe walked off with $8.5M, including $1.3M of cash severance from a 2017 agreement the prior board never tightened, even as he led the firm into Chapter 11. The new board inherits all of that history.
The one thing that would change the grade. If Feurle or two-plus new directors put a meaningful sum into the stock on the open market within the next two trading windows, this becomes a B. If the new board waves through another discretionary top-up — or, worse, signs a transaction with any creditor-affiliated party without arm's-length scrutiny — it becomes a C-.
Net read: the structures are right; the alignment has not been earned yet. Wait for the cash-in-the-stock evidence before underwriting the new team on governance alone.