Form 4: Cirrus Logic Executive Andrew Brannan Reports Stock Transactions Following RSU Vesting

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

Summary

• Andrew Brannan, EVP of Worldwide Sales at Cirrus Logic, reported transactions related to the vesting of performance-based restricted stock units (PBRSUs) and restricted stock units (RSUs) on March 2, 2025.
• The vesting of 3,824 shares was related to PBRSUs, determined by a total shareholder return (TSR) measurement relative to the Philadelphia Semiconductor Index over a three-year period, resulting in a 167% payout percentage of a target 2,290 shares.
• Additionally, 2,841 restricted stock units vested.
• Shares were withheld to satisfy tax withholding requirements related to both the PBRSU and RSU vesting.
• Following these transactions, Brannan's direct ownership includes 6,862 shares of common stock and 9,737 derivative securities related to restricted stock units.

Sentiment

Score: 6

Explanation: This Form 4 filing is a routine disclosure of stock transactions related to executive compensation. It doesn't contain any information that would significantly impact investor sentiment positively or negatively. The vesting of shares is a normal part of the compensation structure.

Industry Context

Form 4 filings are standard disclosures for company insiders, providing transparency into their stock transactions and ownership positions. Vesting of RSUs and PBRSUs are common forms of executive compensation in the technology industry, aligning management incentives with company performance.

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), Qualcomm (QCOM), and NVIDIA (NVDA) also utilize similar metrics in their executive compensation plans.
• The vesting schedule and payout percentage (167% in this case) are within the typical range observed for PBRSUs in comparable companies.

Stakeholder Impact

• The vesting of shares dilutes existing shareholders' equity to a minor extent.
• The transactions reflect the compensation structure for company executives.

Key Dates