Form 4: Cirrus Logic EVP Dougherty's Equity Vesting & New Grants

Cirrus Logic's EVP of Global Operations, Justin E. Dougherty, reported vesting of performance and restricted stock units, alongside new equity grants.

Summary

• Justin E. Dougherty, EVP, Global Operations, reported transactions involving Cirrus Logic, Inc. common stock and derivative securities.
• 2,450 shares of common stock vested from performance-based restricted stock units (Market Stock Units or MSUs) on February 6, 2026. This payout was determined by a 113% achievement against pre-established performance metrics (Total Shareholder Return relative to the Philadelphia Semiconductor Index) over a three-year period.
• 3,012 shares of common stock vested from restricted stock units (RSUs) on February 6, 2026.
• A total of 1,378 shares of common stock (597 shares from MSUs and 781 shares from RSUs) were withheld by the company to satisfy tax withholding requirements at a price of $142.78 per share.
• Mr. Dougherty was granted 5,140 new Restricted Stock Units on February 5, 2026, which are scheduled to vest 100% on February 5, 2029.
• He was also granted 4,141 new target Performance Shares (MSUs) on February 5, 2026. The actual number of shares received upon vesting will be contingent on achieving performance metrics (Total Shareholder Return relative to the Russell 3000 index) over a three-year period ending February 5, 2029.
• Following these transactions, Mr. Dougherty directly beneficially owns 8,876 shares of common stock, 13,186 Restricted Stock Units, and 9,163 Performance Shares.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive filing, reflecting routine executive compensation activities, including successful vesting of performance-based awards and ongoing long-term incentive alignment, which are generally favorable for corporate governance and executive motivation.

Positives

• Achievement of above-target performance for previously granted Market Stock Units, resulting in a 113% payout percentage.
• Vesting of a significant number of performance-based and restricted stock units, reflecting past company performance and executive tenure.
• Grant of new long-term equity incentives (RSUs and MSUs) aligns executive interests with future shareholder value creation.

Negatives

• Shares were withheld to cover tax obligations, reducing the net number of shares directly acquired by the executive.

Future Outlook

New Restricted Stock Units are scheduled to vest on February 5, 2029. The payout for the newly granted Performance Shares will be determined based on Total Shareholder Return performance relative to the Russell 3000 index over a three-year period ending February 5, 2029.

Management Comments

• The company's compensation committee approved performance metrics for new MSU grants, aligning executive incentives with total shareholder return relative to the Russell 3000 index.

Industry Context

StockSavvy.ai notes that equity compensation, particularly performance-based units tied to Total Shareholder Return, is a common practice in the semiconductor industry to align executive interests with shareholder value. The use of the Philadelphia Semiconductor Index and Russell 3000 as benchmarks reflects standard industry comparison practices for executive performance.

Comparison to Industry Standards

• The 113% payout on prior MSUs, based on TSR relative to the Philadelphia Semiconductor Index, indicates above-target performance within a key industry benchmark, suggesting strong relative performance for Cirrus Logic during that period compared to peers like Analog Devices or NXP Semiconductors.
• The structure of new RSU and MSU grants, with 3-year vesting periods and performance metrics tied to TSR against the Russell 3000, aligns with typical long-term incentive plans seen in technology companies such as NVIDIA, Broadcom, or Qualcomm, which also utilize similar performance-based equity awards for executives to foster long-term commitment and performance.

Stakeholder Impact

• Shareholders: Executive compensation structure aligns management incentives with shareholder return through performance-based equity, potentially fostering long-term value creation.
• Employees (specifically EVP Dougherty): A significant portion of compensation is tied to company performance and long-term stock appreciation, providing strong incentives for executive performance.

Next Steps

• Vesting of 5,140 Restricted Stock Units on February 5, 2029.
• Determination of payout for 4,141 target Performance Shares based on performance metrics over the period ending February 5, 2029.

Key Dates

Recommendation

This Form 4 filing details routine executive equity compensation, including the vesting of prior awards and the grant of new long-term incentives. While the achievement of above-target performance for vested MSUs is positive, these are pre-scheduled events and do not provide new fundamental information to warrant a change in investment thesis. The filing reinforces management's long-term alignment with shareholder interests but does not present a catalyst for a 'buy' or 'sell' recommendation based solely on this report.

Keywords

Cirrus Logic, CRUS, SEC Form 4, Insider Transaction, Equity Compensation, Restricted Stock Units, Performance Shares, Executive Compensation, Stock Vesting, Justin E. Dougherty