Form 4: Cirrus Logic EVP Grode Reports Equity Transactions

Cirrus Logic's EVP and CHRO, Denise Grode, reported the vesting of performance-based and restricted stock units, along with new equity grants.

Summary

• Denise Grode, EVP, CHRO of Cirrus Logic, Inc., reported several equity transactions.
• On February 6, 2026, 2,186 shares of common stock vested from Market Stock Units (MSUs) based on a 113% payout percentage.
• Also on February 6, 2026, 2,687 shares of common stock vested from Restricted Stock Units (RSUs).
• A total of 1,235 shares (533 + 702) were withheld by the company at a price of $142.78 per share to cover tax obligations related to the vesting.
• On February 5, 2026, Grode received a new grant of 4,337 Restricted Stock Units, which will vest 100% on February 5, 2029.
• Additionally, on February 5, 2026, Grode received a new grant of 3,494 performance-based Market Stock Units, contingent on total shareholder return relative to the Russell 3000 index over a three-year period ending February 5, 2029.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive filing, reflecting successful vesting of performance-based awards and continued executive incentive alignment through new grants, with no adverse events.

Positives

• Vesting of 2,186 performance-based Market Stock Units (MSUs) at a 113% payout, indicating strong performance against the Philadelphia Semiconductor Index.
• Vesting of 2,687 Restricted Stock Units (RSUs).
• New grants of 4,337 Restricted Stock Units and 3,494 performance-based Market Stock Units, demonstrating continued long-term incentive alignment for the executive.

Negatives

• 1,235 shares were withheld by the company to satisfy tax withholding requirements, reducing the net shares received by the executive.

Future Outlook

The filing indicates future vesting events for newly granted Restricted Stock Units and performance-based Market Stock Units, with the performance period for the latter ending on February 5, 2029, based on Total Shareholder Return relative to the Russell 3000 index.

Industry Context

StockSavvy.ai notes that executive equity compensation, particularly through performance-based units like MSUs tied to TSR, is a common practice in the semiconductor industry. Tying compensation to indices like the Philadelphia Semiconductor Index or Russell 3000 aligns executive incentives with broader market performance and shareholder value creation, a standard approach among peers such as Analog Devices or NXP Semiconductors.

Comparison to Industry Standards

• The use of performance-based restricted stock units (MSUs) tied to Total Shareholder Return (TSR) relative to a peer index (Philadelphia Semiconductor Index, Russell 3000) is a common and well-regarded practice in executive compensation across the technology and semiconductor sectors.
• A 113% payout for MSUs suggests above-target performance relative to the Philadelphia Semiconductor Index, which is a positive indicator of Cirrus Logic's relative performance during the specified period, comparable to strong performers in the sector.
• The three-year vesting schedule for RSUs and MSUs is standard for long-term incentive plans, aligning executive interests with sustained company performance, similar to practices at companies like Texas Instruments or Qualcomm.

Related Party Transactions

• The transactions involve an executive and the company's equity compensation plan, which are standard related-party dealings in this context. No unusual related-party transactions are disclosed.

Stakeholder Impact

• Shareholders: The vesting of performance-based awards indicates that the company met or exceeded certain performance targets, which is generally positive for shareholders. The new grants align executive interests with long-term shareholder value.
• Employees: No direct impact on general employees is indicated, but executive compensation practices can influence overall company culture and morale.

Next Steps

• Future vesting of 4,337 Restricted Stock Units on February 5, 2029.
• Future vesting of 3,494 performance-based Market Stock Units, contingent on performance metrics over a period ending February 5, 2029.

Key Dates

Recommendation

This Form 4 filing details routine executive equity compensation events, including vesting of prior awards and new grants. While the 113% payout for performance-based units is positive, indicating above-target performance, these are standard compensation activities and do not typically provide new material information to warrant a change in investment thesis. The filing confirms ongoing executive alignment with shareholder interests but does not present new catalysts for significant price movement.

Keywords

Cirrus Logic, CRUS, Form 4, Insider Transaction, Denise Grode, EVP CHRO, Equity Compensation, Restricted Stock Units, Performance Shares, Market Stock Units, Stock Vesting, Executive Compensation, Total Shareholder Return