Bill Brennan
About Bill Brennan
William (Bill) Brennan, age 61, is Credo’s President, Chief Executive Officer, and Chair of the Board; he has served as CEO and director since September 2014 and as a Class I director since 2014 . He holds a B.S. in Electrical Engineering and Computer Science from the University of Colorado and has a 30+ year semiconductor career spanning Marvell and Texas Instruments . Under Brennan’s leadership, FY2025 revenue grew 126.3% year-over-year to $436.8 million, GAAP net income rose 284% to $52.2 million, and non-GAAP net income increased 792% to $129.9 million ; Credo’s cumulative TSR since IPO measured at FY2025 was $414.25 per $100 initial investment, with revenue at $436,775k and net income at $52,183k .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vital Connect, Inc. | EVP, Business Strategy & Partner Development | Aug 2011–Nov 2013 | Led strategy and partnerships at biosensor firm |
| Marvell Technology, Inc. | Vice President, Storage BU | May 2000–Aug 2011 | Senior operating role in semiconductor storage segment |
| Exis (NEC partner) | Vice President | Jan 1993–May 2000 | Semiconductor design/manufacturing partnership leadership |
| Texas Instruments | Account Manager | Jun 1986–Jan 1993 | Semiconductor sales/account leadership |
External Roles
No current external public company board roles for Brennan are disclosed in the proxy; his biography lists prior operating roles but no other public company directorships beyond Credo .
Fixed Compensation
| Component | FY2025 Detail | Notes |
|---|---|---|
| Base Salary ($) | 570,000 | Reported salary paid in FY2025; base increased to $650,000 effective Jan 1, 2025 |
| Target Bonus % of Salary | 100% | Set under FY2025 Executive Incentive Compensation Plan |
| Actual Bonus Paid ($) | 1,118,750 | Reflects 175% of target payout based on metrics achieved |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout vs Target | Vesting/Payment Mechanics |
|---|---|---|---|---|---|
| Company Performance (Revenue growth + Non-GAAP NI growth) | 75% | 40% combined growth | FH1: 81% → 50% annualized target cap; FY: 156% → 150% annualized target | 200% max scale; FY achieved 150% (second period), FH1 capped at 50% | Two performance periods; combined payout ratable per 0.5% metric increments |
| Individual Performance Objectives | 25% | 100% | Achieved at target for CEO | 100% | Determined by Compensation Committee post self-assessment |
| Aggregate FY2025 Bonus Outcome | — | — | — | 175% of target | Total payout calculation for Brennan shown in Fixed Compensation |
Equity Ownership & Alignment
| Item | Amount/Detail |
|---|---|
| Total beneficial ownership | 2,401,760 shares (174,157 direct; 2,211,978 Brennan Family Trust; 15,625 RSUs vesting within 60 days of July 31, 2025); <1% of shares outstanding |
| Vested vs unvested (as of May 3, 2025) | Unvested RSUs: 312,500 shares (grants dated 1/26/2022, 1/5/2023, 4/4/2024); PSU target unearned: 100,000 (3/7/2025) |
| Market value of unvested awards | RSUs: $15,081,001; PSUs target: $4,826,000 (valued at $48.26 closing price on May 2, 2025) |
| FY2025 vesting activity | 203,125 RSUs vested; realized value $10,340,156 |
| Options/exercises | No option exercises in FY2025 disclosed for Brennan |
| Hedging/pledging | Prohibited for all insiders under Credo’s policy |
| Ownership guidelines | CEO required to hold ≥3x base salary; unvested/unearned awards excluded; 4-year compliance window from appointment |
Performance Equity and Vesting Schedules
| Award | Grant | Quantity | Performance Condition | Vesting |
|---|---|---|---|---|
| Refresh PSUs (2021 LTIP) | Mar 7, 2025 | 100,000 target (0–200% earn-out) | FY2026 revenue goals; performance earn-out 0–200% | Service-based: 25% on each of Jun 10, 2026–2029 |
| Special PSUs | Jun 30, 2025 | 200,000 | 60-day avg closing price ≥$116 at each grant-date anniversary; 25%/50%/100% vest if met at year 1/2/3; 1-year post-vesting holding period |
Insider selling pressure lens: Brennan realized $10.34 million from FY2025 share vesting; while policies prohibit hedging/pledging, ongoing scheduled RSU/PSU settlements could create periodic supply absent selling restrictions; actual sales are not disclosed in the proxy .
Employment Terms
- Agreements: Brennan is subject to a Confidential Information and Invention Assignment Agreement with 24-month post-termination non-solicit of employees/consultants and perpetual confidentiality use restrictions; Credo discloses it does not have employment agreements with its NEOs .
- Change-in-control (double-trigger): CIC Severance Plan (effective Dec 3, 2024) provides 1.5x multiple of salary+target bonus, 18 months COBRA cash, target-level acceleration for performance awards, and acceleration of unvested equity upon qualifying termination around a CIC; no excise tax gross-ups .
- Hypothetical CIC payout (as of May 3, 2025): $21,937,399 total ($1,950,000 severance; $80,149 COBRA; $19,907,250 equity) .
- Clawback: Policy adopted Nov 2023; recovery of incentive comp upon restatement per SEC/Nasdaq rules .
- Insider Trading: Hedging and pledging are prohibited; compliance with applicable laws required .
- Stock award timing: Credo does not time grants around material nonpublic information; annual cadence with new-hire/promotions as needed .
Board Governance
- Role: CEO serves as Chair of the Board; Lead Independent Director (Sylvia Acevedo, appointed April 2025) provides independent leadership, including executive session oversight and agenda consultation .
- Independence: Majority independent; Brennan is an employee director; committees composed of independent members per Nasdaq/SEC rules .
- Committees: Audit (Chair: Hosein; members: Hosein, Khaira, Danesh); Compensation (Chair: Khaira; members: Khaira, Hosein, Acevedo); NCG (Chair: Acevedo; members: Acevedo, Danesh, Sutardja) .
- Meetings: Board held four meetings in FY2025; committees met 8 (Audit), 4 (Compensation), and 5 (NCG) times; directors attended ≥75% .
Dual-role implications: CEO/Chair structure concentrates authority; mitigated by Lead Independent Director powers and majority independent board, but elevates scrutiny on compensation oversight and risk management; the board justifies combined roles for agility and alignment .
Compensation Structure Analysis
- Equity-heavy mix: Largest portion of executive pay is long-term equity; FY2025 implemented 100% performance-based refresh equity grants to NEOs to strengthen pay-for-performance .
- Annual bonus constructs: Company metric is sum of revenue and non-GAAP net income growth versus prior year, with ratable payouts and two performance periods; individual objectives cover operations/strategy .
- Market alignment: Compensia engaged; peer group updated (adds ALAB, SLAB, OLED; removes AEHR, CEVA); Credo ranked ~25th percentile revenue and ~95th percentile market cap at time of approval .
- Say-on-pay: FY2024 approval >88%; program adjusted to include PSUs and ownership guidelines thereafter .
- No single-trigger acceleration; no tax gross-ups; prohibited hedging/pledging and no SERP benefits .
Director/Related Party Considerations
- Related party transaction: A family member of Brennan accepted employment as ESG Manager starting Sept 30, 2025; compensation determined under standard policies; prior consulting support noted; transactions governed under Related Person Transaction Policy .
- Director compensation (context): Non-employee director cash/equity structure disclosed; Brennan, as an employee director, is compensated under executive framework, not director retainer .
Equity Ownership & Alignment Table (Detail)
| Metric | Value |
|---|---|
| Shares Beneficially Owned | 2,401,760 (<1%) |
| Breakdown | 174,157 direct; 2,211,978 Brennan Family Trust; 15,625 RSUs vesting ≤60 days |
| Unvested RSUs (by grant) | 31,250 (1/26/2022); 109,375 (1/5/2023); 171,875 (4/4/2024) |
| PSU target unearned | 100,000 (3/7/2025) |
| FY2025 RSU vesting | 203,125 vested; $10,340,156 realized value |
| Hedging/Pledging | Prohibited |
| Ownership Guidelines | CEO ≥3x base salary; excludes unvested/unearned awards |
Employment Terms Table (CIC Economics)
| Component | Provision | Brennan Multiple/Amount |
|---|---|---|
| Severance (cash) | Multiple of salary + target bonus | 1.5x |
| COBRA cash | Lump sum (months × monthly cost) | 18 months |
| Equity acceleration | All unvested; PSUs at target | Double-trigger; target performance deemed |
| Excise tax | Best-net cutback (no gross-up) | Best-net |
| Hypothetical total (as of FY2025 year-end) | Severance + COBRA + equity | $21,937,399 |
Track Record & Signals
- FY2025 outcomes: Revenue $436.8m (+126.3% YoY); GAAP NI $52.2m (+284% YoY); non-GAAP NI $129.9m (+792% YoY) .
- TSR: Cumulative company TSR since IPO to FY2025 $414.25 vs peer index $135.54; revenue and net income disclosed alongside CAP measures .
- Bonus outcomes: CEO achieved 175% of target (company metrics at 81% for H1 and 156% for full year; individual at target) .
Compensation Committee Analysis
- Composition: Independent directors; Chair Khaira; members Acevedo and Hosein .
- Consultant: Compensia; committee concluded no conflicts; uses 25th/50th/75th percentile market data .
- Risk assessment: Annual review concluded programs do not encourage excessive risk .
Investment Implications
- Pay-for-performance alignment has strengthened via PSUs tied to revenue (FY2026) and stock price-based Special PSUs requiring sustained price appreciation to $116 on anniversary dates plus post-vesting holding—supportive of long-term alignment, but creates multi-year vesting cliffs that could drive future supply if awards earn and vest .
- Double-trigger CIC plan with target deemed achievement for performance awards and sizable equity acceleration implies material change-of-control leverage ($19.9m equity acceleration in FY2025 valuation), potentially affecting M&A negotiations and retention calculus; no tax gross-ups and board policies (no single-trigger) mitigate shareholder-unfriendly features .
- Ownership and anti-hedging/pledging policies plus 3x salary ownership guideline enhance alignment; significant FY2025 vesting ($10.34m) indicates ongoing potential selling pressure absent lock-ups, though actual sales are not disclosed in proxy .
- Governance: CEO-Chair dual role raises independence concerns; mitigated by Lead Independent Director powers and independent committee oversight; prior say-on-pay support (88%) suggests investors were comfortable with design changes, but Special PSUs introduce high-magnitude equity that warrants monitoring if targets are relaxed or repriced over time .