Alexander M. Davern
CIRRUS LOGICAbout Alexander M. Davern
Independent director of Cirrus Logic since 2015; age 58. Former CFO, COO, and CEO of National Instruments (NI) with earlier experience at Price Waterhouse (now PwC) in Europe and the U.S.; currently teaches at UT Austin McCombs School of Business. Holds a bachelor’s degree in Commerce and a diploma in professional accounting from University College Dublin; designated by the Board as an “audit committee financial expert.” Tenure on CRUS Board: ~10 years as of 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Instruments (NI) | CFO, COO, CEO; various leadership roles | 1994–2020 | Extensive international finance, M&A and integration experience; led operations at a high-tech company |
| Price Waterhouse (PwC predecessor) | Auditor (Europe/US) | Pre-1994 | Built accounting and international tax expertise |
External Roles
| Organization | Exchange | Role | Tenure | Committees/Notes |
|---|---|---|---|---|
| FARO Technologies, Inc. | Nasdaq | Director | Current | Leading-edge measurement solutions |
| Computer Modelling Group Ltd. | TSX | Director | Current | Advanced reservoir modelling software |
| National Instruments Corporation (NI) | Nasdaq | Director | Jan 2017–Oct 2023 | Former board colleague overlap with CRUS director Duy‑Loan Le (served on NI 2002–Oct 2023) |
| ESI‑Group | Euronext | Director | 2021–2023 | French simulation software company |
| UT Austin McCombs School of Business | — | Faculty (teaching) | Since 2020 | Academic appointment |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director; one of six independent nominees out of seven |
| Committee assignments | Audit Committee Chair; member, Compensation and Human Resources Committee |
| Audit financial expert | Board determined Davern is an “audit committee financial expert” |
| Board/committee meetings (FY25) | Board: 12; Audit: 8; Compensation: 7; Governance & Nominating: 5 |
| Attendance | All directors met ≥75% of aggregate Board and committee meetings during service; directors in service attended 2024 annual meeting |
| Board leadership | Independent Chair (David J. Tupman); separate CEO/Chair roles |
| Executive sessions | Independent directors meet in executive session at each regularly scheduled Board meeting (before or after) |
| Risk oversight | Board oversees ERM; Audit oversees financial/regulatory and cybersecurity risk; full Board retains AI oversight |
Fixed Compensation
Director retainer structure (quarterly, FY25):
| Retainer | Amount |
|---|---|
| Quarterly Director Retainer | $17,500 |
| Audit Chair Quarterly Retainer | $7,500 |
| Compensation Committee Member Quarterly Retainer | $2,500 |
| Governance & Nominating Committee Member Quarterly Retainer | $1,500 |
| Compensation Committee Chair Quarterly Retainer | $6,250 |
| Audit Committee Member Quarterly Retainer | $3,000 |
| Board Chair Quarterly Retainer | $18,750 |
| Lead Independent Director Quarterly Retainer | $2,500 |
FY25 director compensation – Alexander M. Davern:
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 118,786 |
| Stock Awards (grant-date fair value) | 209,886 |
| Option Awards | — |
| Total | 328,671 |
Notes: Non-employee directors receive a mix of cash retainers (role-based) and equity. No additional consulting fees permitted; reasonable expenses reimbursed .
Performance Compensation
| Equity element | Grant/Status | Value/Shares | Vesting/Terms |
|---|---|---|---|
| Annual full-value stock award (RSUs) | Granted on July 26, 2024 upon re‑election | $209,886 | Vests at the earlier of the next annual meeting or one year from grant |
| RSUs outstanding (FY25 year-end) | Outstanding | 1,624 RSUs | As above; time-based vesting |
| Stock options | Outstanding | 0 options | Company eliminated initial option grants for new non-employee directors effective May 16, 2025; Davern has none outstanding |
Program structure context: Annual director equity grants are time-based full-value awards (not performance-conditioned). In May 2025, the Board removed initial stock option awards for new directors, aligning with peer practice and reducing risk profile of director compensation .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public boards | FARO Technologies (Nasdaq), Computer Modelling Group (TSX) |
| Prior public boards (past 5 years) | NI (2017–2023), ESI‑Group (2021–2023) |
| Interlocks | Overlap with CRUS director Duy‑Loan Le on NI board through Oct 2023 (potential network tie; not a related-party transaction) |
| Related-party transactions | Company reports no related party transactions requiring disclosure in FY25 |
Expertise & Qualifications
- Skills matrix flags for Davern: CEO and senior operations experience; semiconductor industry knowledge; financial/accounting/tax expertise; enterprise risk management; public company governance; business development and M&A; international operations; B2B sales and marketing .
- Audit Committee financial expert designation; capable of reading and understanding fundamental financial statements .
- Education: Bachelor’s in Commerce and diploma in professional accounting (University College Dublin) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Alexander M. Davern | 21,907 | <1% | 0 options exercisable within 60 days; shares held directly |
Additional alignment policies:
- Stock ownership guidelines: Non-employee directors required to hold the lesser of 3x annual cash retainer or 4,500 shares within five years; all covered directors with completed phase-in met the guideline as of Mar 29, 2025 .
- Hedging/pledging prohibition: Company prohibits hedging, pledging, short sales, and derivatives transactions in Company stock .
Governance Assessment
-
Strengths
- Independent Audit Chair with audit committee financial expert status; strong financial oversight credentials .
- Attendance and engagement thresholds met; Board and committees active (12/8/7/5 meetings) .
- No FY25 related-party transactions; formal procedures for reviewing any related-party dealings >$50k .
- Director equity is time-based full-value awards; recent removal of new-director option grants reduces compensation risk and potential misalignment .
- Robust governance practices: independent Chair; executive sessions each regular meeting; clawback policy; prohibition on hedging/pledging; stock ownership guidelines .
-
Watch items / potential risks
- External time commitments: two current public boards plus Audit Chair duties at CRUS; however, attendance thresholds were met in FY25 .
- Board network tie: historical interlock with fellow CRUS director Duy‑Loan Le at NI through Oct 2023; not a conflict per se but worth monitoring for groupthink/perceived independence, especially in Audit oversight contexts .
Overall signal: Davern’s profile supports investor confidence in financial oversight—long-tenured independent director, Audit Chair and financial expert, with clear ownership alignment and no disclosed conflicts in FY25. The interlock history with another CRUS director is the only notable network tie; the company’s related-party controls and lack of FY25 related-party transactions mitigate conflict concerns .