CIRRUS LOGIC INC (CRUS)
Sector: Information Technology
2026 Annual Meeting Analysis
CIRRUS LOGIC INC · Meeting: July 31, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Davern has served since 2015, brings deep financial and technology leadership experience including former CFO/CEO of National Instruments, chairs the Audit Committee, and the company's 3-year TSR of +130.8% outperforms the peer median by +47.7pp — well below the 65pp trigger threshold for a strong-positive TSR scenario — so no underperformance flag fires.
Forsyth has served as CEO and director since 2021; as an executive director he is subject to the same TSR trigger as all others, but CRUS's 3-year TSR of +130.8% outperforms the peer group median by +47.7pp, which does not breach the 65pp threshold, so no underperformance trigger fires, and no other policy flags apply.
Hussain has served since 2021, brings extensive semiconductor industry and executive leadership experience from Marvell and Cavium, holds no excessive outside board seats, attended at least 75% of meetings, and the company's TSR does not breach the peer-group underperformance threshold.
Le has served since 2023 (approximately 3 years), brings deep semiconductor engineering expertise from 35 years at Texas Instruments, holds no excessive outside board seats, attended at least 75% of meetings, and the company's TSR does not breach the peer-group underperformance threshold; her relatively recent tenure also provides mitigating context.
Lego has served since 2020, is a CPA and former venture capital partner with deep audit and semiconductor board experience, chairs the Compensation Committee, holds no excessive outside board seats, attended at least 75% of meetings, and the company's TSR does not breach the peer-group underperformance threshold.
Mosley has served since 2024 (under 24 months), which exempts him from the TSR trigger under policy; he brings strong semiconductor CEO experience as head of Seagate, holds one outside board seat (Seagate, as a sitting CEO, is his primary board plus CRUS = 2 total, which is at the limit but does not exceed it), and no other policy flags apply.
Tupman has served since 2015 as independent Board Chair, brings deep hardware engineering and consumer electronics expertise from Apple, holds no excessive outside board seats (his Pixelworks service ended May 2025), attended at least 75% of meetings, and the company's TSR does not breach the peer-group underperformance threshold.
All seven director nominees pass policy screens: CRUS's 3-year price return of +130.8% outperforms the company-disclosed compensation peer group median of +83.1% by +47.7pp, which does not breach the 65pp underperformance threshold applicable when absolute 3-year TSR exceeds +20%. No directors are overboarded, all attended at least 75% of meetings, the board discloses a skills matrix, audit committee members have appropriate financial expertise, and no familial relationships with management are present.
Say on Pay
✓ FORCEO
John M. Forsyth
Total Comp
$9,852,387
Prior Support
94%%
CEO total compensation of approximately $9.85 million is positioned below the 25th percentile of the company's own peer group for target total cash, which means the pay level is conservative relative to market benchmarks — no above-benchmark threshold is triggered. The compensation program is heavily variable and performance-linked: cash bonuses are tied to operating profit margin and revenue growth (resulting in 112% and 123% pay-out percentages reflecting genuine outperformance), and equity awards include performance-based Market Stock Units tied to 3-year relative stock price performance, which paid out at 113%. With 94% shareholder support at the prior annual meeting, a robust clawback policy in place, and no pay-for-performance misalignment given CRUS's strong 3-year TSR of +130.8%, all policy screens pass.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$1,733,000
Non-Audit Fees
$36,104
Non-audit fees (tax advisory: $36,104) represent only about 2% of audit fees ($1,733,000), well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire per policy. Ernst & Young is a Big 4 firm appropriate for a $9B market-cap company, and no material financial restatements are noted.
Overall Assessment
The CRUS 2026 annual meeting ballot contains four proposals: election of seven directors, auditor ratification, Say on Pay, and an equity plan amendment. All three standard proposals receive FOR determinations — the director slate is clean with no TSR, overboarding, or attendance flags, the auditor fee structure shows minimal non-audit fees, and CEO compensation is conservatively positioned below the 25th percentile with a well-designed performance-linked pay structure supported by 94% prior-year shareholder approval.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing