Andrew Brannan

About Andrew Brannan

Andrew Brannan, age 58, is Executive Vice President, Worldwide Sales at Cirrus Logic, appointed in December 2024 after serving as Vice President, Worldwide Sales since August 2014; he joined Cirrus via the Wolfson Microelectronics acquisition, where he was Chief Commercial Officer starting in 2009, and previously was a board member and EVP of Sales & Customer Operations at Symbian Software Limited . Company performance metrics that underpin his incentive design include Operating Profit Margin, revenue growth, relative TSR, and “strategic revenue,” which drive cash bonuses and PSU/MSU payouts . Over FY2021–FY2025, Cirrus Logic’s revenue rose from $1.37B to $1.90B, and EBITDA increased from $285M to $461M, supporting a pay-for-performance program emphasizing profitability and stock performance (see table; values marked with asterisk are from S&P Global)* .

Company Performance (context for incentive alignment)

*Values retrieved from S&P Global.

Past Roles

External Roles

Fixed Compensation

Target cash positioning (committee design, FY2022):

Performance Compensation

Semiannual cash bonus design (applies to execs, including Brannan in 2022; used company-wide in 2025):

• Incentive Plan Payout Percentage = Operating Profit payout × Revenue growth multiplier; payout range 0–250%, with a cap that total company variable compensation does not exceed 12% of non-GAAP operating profit .
• Operating Profit payout curve: 0% if OP Margin <10%; linear 25% at 10% to 100% at 26%; linear 100–200% from 26–35% and above .
• Revenue growth multiplier: 100% at ≤10% growth; increases linearly to 200% at ≥20% growth .
• Semiannual target bonus percentage for non-CEO NEOs was 37.5% of annual base salary in FY2022; CEO at 50% .

FY2022 actual bonuses for Brannan:

FY2025 company performance (to gauge current payout environment):

Equity incentive structure and vesting (current program):

• Annual grants include RSUs (time-based, 3-year cliff), MSUs (payout 0–200% on relative TSR vs Russell 3000 starting Feb 2024; vs PHLX Semiconductor for older grants), and PSUs (payout 0–200% on strategic revenue) .
• Annual grant timing: close of market on 2nd business day after Q3 earnings release; new hires and special awards on first Wednesday monthly .

Outstanding equity awards (Brannan, FY2022 year-end snapshot):

Vesting mechanics from Form 4s (recent):

• RSUs vest 100% on the third anniversary of grant; PBRSUs/MRPs pay up to 200% of target shares upon achievement .
• Mar 2, 2025: a PBRSU tranche tied to three-year TSR paid at 167% of target (target PBRSUs 2,290) .

Equity Ownership & Alignment

Employment Terms

• No individual employment, severance, or change-of-control agreements for executive officers; covered by the Severance Plan .
• Severance (no change-of-control): base salary continuation up to 6 months; COBRA premiums up to 6 months (12 months for CEO) .
• Change-of-control (double-trigger within 12 months): lump sum 12 months’ base salary (24 months CEO), 100% of annual target bonus plus pro-rated target bonus for the current period, full acceleration of unvested equity, six-month post-termination option exercise window (subject to option term), and COBRA premiums for 12 months (18 months CEO) .
• Clawback: compliant with Rule 10D-1; recovery for restatements regardless of misconduct; additional clawback provision in the Severance Plan for “Cause” discoveries post-termination; no recoveries reported to date .

Estimated payouts for Brannan (as of March 26, 2022):

Compensation Structure Analysis

• Cash vs equity mix: FY2022 shows meaningful at-risk equity (RSUs/PBRSUs/options) alongside performance-based cash bonuses, with above-target payouts driven by OP Margin and revenue growth .
• Shift from options to RSUs/MSUs/PSUs: Current program emphasizes RSUs and performance-based MSUs/PSUs with relative TSR and strategic revenue metrics, reducing reliance on options and strengthening alignment with long-term performance .
• Target percentile: Base salary and total cash for Brannan targeted between the 50th–75th percentile versus market in FY2022, consistent with role seniority and impact .
• Governance: No guaranteed bonuses; clawbacks; double-trigger vesting only; no excise tax gross-ups; no hedging/pledging .

Performance & Track Record

• Pay versus performance framework: Company’s Operating Profit Margin generally flat with CAP variance reflecting stock price; measures used to link pay to performance include OP Margin, revenue growth, relative TSR, and strategic revenue .
• FY2025 semiannual outcomes suggest continued linkage of payouts to OP Margin and revenue trends, with lower H2 revenue growth muting payout levels .

Board Governance and Compensation Committee

• Compensation Committee: Duy-Loan Le (Chair), Alexander M. Davern, Raghib Hussain; independent; uses external consultant; annual CD&A review included .
• Governance guardrails: independent board committees; ownership guidelines; executive sessions; no hedging/pledging; responsible grant timing .

Investment Implications

• Alignment: Strong, given performance-conditioned cash bonuses, MSUs based on relative TSR, PSUs tied to strategic revenue, stock ownership requirements, and clawbacks; prohibition on hedging/pledging reduces misalignment risk .
• Retention risk: Moderate—Severance Plan provides 6 months’ salary continuation and robust double-trigger CoC protection including accelerated equity and target bonus, lessening voluntary exit risk during corporate events .
• Trading signals: Recent PBRSU vesting at 167% (Mar 2, 2025) can create share delivery and potential selling pressure around vest dates; monitor Form 4 activity cadence post-vesting windows .
• Pay discipline: Caps on Incentive Plan payouts (250% per period and aggregate 12% of non-GAAP OP) and absence of tax gross-ups or single-trigger vesting mitigate excessive risk-taking and shareholder-unfriendly outcomes .