Form 4: Cirrus Logic CEO John Forsyth Reports Stock Transactions Following RSU Vesting

Cirrus Logic CEO John Forsyth reports the vesting of performance-based and regular restricted stock units, along with associated tax withholding, resulting in changes to his beneficial ownership of company stock.

Summary

• On March 2, 2025, Cirrus Logic CEO John Forsyth had performance-based restricted stock units (PBRSUs) and restricted stock units (RSUs) vest.
• The vesting of PBRSUs resulted in the acquisition of 22,944 shares of common stock, based on a 167% payout percentage determined by Cirrus Logic's total shareholder return (TSR) relative to the Philadelphia Semiconductor Index over a three-year period.
• Additionally, 17,046 restricted stock units vested, each equivalent to one share of common stock.
• The company withheld 7,612 and 6,708 shares respectively to satisfy tax withholding requirements related to the vesting of PBRSUs and RSUs.
• Following these transactions, Forsyth directly owns 62,191 shares of common stock after the PBRSU tax witholding and 72,529 shares of common stock after the RSU tax witholding.
• Forsyth also owns 46,961 performance shares and 71,733 restricted stock units.

Sentiment

Score: 5

Explanation: The document is a routine filing related to executive compensation and stock ownership. It doesn't contain any information that would significantly impact investor sentiment positively or negatively.

Industry Context

The vesting of stock options and restricted stock units is a common practice in the technology industry to incentivize and retain key executives. The performance-based vesting tied to TSR aligns executive compensation with shareholder value creation.

Comparison to Industry Standards

• The use of TSR relative to a semiconductor index (Philadelphia Semiconductor Index) is a common benchmark for performance-based equity compensation in the semiconductor industry.
• Companies like Texas Instruments (TXN), Analog Devices (ADI), and Qualcomm (QCOM) also utilize similar metrics in their executive compensation plans.
• The vesting schedules and payout percentages (0-200% in this case) are generally in line with industry standards for performance-based equity awards.

Stakeholder Impact

• The vesting of equity awards aligns management's interests with those of shareholders.
• Tax withholding related to the vesting events may have a minor impact on the company's cash flow.

Key Dates