Carl J. Alberty
CIRRUS LOGICAbout Carl J. Alberty
Carl J. Alberty, age 48, is Executive Vice President, Mixed-Signal Products at Cirrus Logic (CRUS). He was appointed EVP in December 2024 after serving as Vice President of Mixed-Signal Products since March 2019; he joined the company in 1999 in engineering and progressed through audio product marketing leadership roles . Company performance metrics tied to executive pay include Operating Profit Margin (non-GAAP equivalent), revenue growth, and Relative TSR; in FY2025, company Operating Profit Margin was 26.5%, net income was $331.5M, and Company TSR value of $100 grew to $161, versus peer PHLX Semiconductor at $306 . Semiannual FY2025 metrics driving bonuses were: H1 payout 139% with 25% Operating Profit Margin and 15% revenue growth; H2 payout 124% with 28% Operating Profit Margin and -1% revenue growth .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cirrus Logic | Executive Vice President, Mixed-Signal Products | Dec 2024–present | Senior leadership over mixed-signal portfolio; compensation benchmarked near market medians supporting retention and performance alignment |
| Cirrus Logic | Vice President, Mixed-Signal Products | Mar 2019–Dec 2024 | Led mixed-signal products through growth initiatives; positioned for EVP promotion |
| Cirrus Logic | Vice President, Product Marketing | Mar 2015–Mar 2019 | Drove audio product marketing strategy and execution |
| Cirrus Logic | Engineering (Audio) | 1999–2015 | Technical foundation supporting progression into product leadership |
External Roles
No external directorships or public company roles disclosed in CRUS proxy biographies reviewed for 2023–2025 .
Fixed Compensation
| Component | FY2025 | Notes |
|---|---|---|
| Base Salary | $457,000 | Set in FY2024 review; above 75th percentile of market data |
| Target First-Half Cash Bonus | $171,375 | Incentive Plan methodology and targets detailed by Committee |
| Target Second-Half Cash Bonus | $171,375 | Same as first half; target total cash $799,750 |
| Actual First-Half Bonus | $238,985 | Payout 139% for H1 FY2025 |
| Actual Second-Half Bonus | $212,429 | Payout 124% for H2 FY2025 |
| FY2026 Base Salary (effective) | $470,710 | 3.0% increase; target total cash $823,743 |
Performance Compensation
Annual Equity Grants (FY2025)
| Equity Type | Grant Date | Threshold (#) | Target (#) | Maximum (#) | Grant Date Fair Value |
|---|---|---|---|---|---|
| RSU | 2/6/2025 | — | — | — | $466,713 |
| MSU (Relative TSR) | 2/6/2025 | 666 | 2,665 | 5,330 | $466,668 |
| PSU (Strategic Revenue) | 2/6/2025 | 2,235 | 4,470 | 8,940 | $466,713 |
- MSUs: 3-year performance period with cliff vest; payout 0–200% based on Relative TSR versus Russell 3000 (cap at 100% if TSR negative) .
- PSUs: 3 fiscal-year performance period (FY2026–FY2028) with annual vesting; metric is “strategic revenue” and YoY growth tied to goals; payout per year 50% threshold, 100% target, 200% maximum .
- RSUs: 3-year 100% cliff vest from grant date; annual executive equity grants timed post Q3 earnings .
Incentive Plan (Cash Bonus) Mechanics (FY2025)
| Period | Operating Profit Margin (non-GAAP) | Revenue Growth | Incentive Plan Pay-Out % |
|---|---|---|---|
| H1 FY2025 | 25% | 15% | 139% |
| H2 FY2025 | 28% | -1% | 124% |
- Incentive Plan Pay-Out = Operating Profit Payout × Revenue Growth Multiplier; OPM threshold at 10% (0% payout), target at 26% (100% payout if revenue growth ≤10%), with linear ramps; revenue multiplier 100% at ≤10% growth, scaling linearly above 10% .
Equity Ownership & Alignment
Beneficial Ownership (as of 5/13/2025)
| Holder | Shares Beneficially Owned | % of Outstanding | Breakdown |
|---|---|---|---|
| Carl J. Alberty | 74,023 | <1% | Includes 30,378 options exercisable within 60 days and 43,645 direct shares |
Outstanding Equity Awards (as of 3/29/2025)
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Options | Grant | Exercisable | Unexercisable | Strike | Expiration | |---|---:|---:|---:|---| | 4/3/2019 | 2,681 | — | $42.64 | 4/3/2029 | | 11/6/2019 | 9,592 | — | $68.56 | 11/6/2029 | | 3/3/2021 | 6,635 | — | $78.00 | 3/3/2031 | | 3/2/2022 | 5,281 | 1,761 | $88.00 | 3/2/2032 | | 2/6/2023 | 3,505 | 3,504 | $102.37 | 2/6/2033 | | 2/8/2024 | 2,097 | 6,289 | $93.24 | 2/8/2034 |
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RSUs/MSUs/PSUs and Market Value (price $99.51) | Grant | Type | Unvested/Unearned Units | Market/Payout Value | |---|---|---:|---:| | 2/6/2023 | RSU | 3,012 | $299,724 | | 2/6/2023 | MSU (max disclosure) | 4,338 | $431,674 | | 2/8/2024 | RSU | 3,576 | $355,848 | | 2/8/2024 | MSU (max disclosure) | 4,714 | $469,090 | | 2/6/2025 | RSU | 4,470 | $444,810 | | 2/6/2025 | MSU (max disclosure) | 5,330 | $530,388 | | 2/6/2025 | PSU (max disclosure) | 8,940 | $889,619 |
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Vesting schedules:
- Options: 4-year vest; 2023/2024 grants vest 25% annually on each of four anniversaries; earlier grants vest 25% at year one, then monthly over next 36 months .
- RSUs: 100% cliff vest at third anniversary of grant .
- MSUs: 3-year cliff vest; payout based on Relative TSR .
- PSUs: Annual vest over FY2026–FY2028 based on strategic revenue goals .
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FY2025 realized value | Item | Shares | Value | |---|---:|---:| | Option exercises | 837 | $33,521 | | Stock awards vested | 7,110 | $740,933 |
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Ownership guidelines: Other executive officers must hold the lesser of 1× salary or 10,000 shares; all covered executives with completed phase-in met guidelines as of 3/29/2025 .
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Hedging/pledging: Prohibited for officers; no hedging or pledging allowed under Insider Trading Policy .
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Clawbacks: Policy compliant with Nasdaq/Exchange Act Rule 10D-1 (Oct 2, 2023) and Severance Plan recoupment for subsequently discovered “Cause”; no recoveries to date disclosed .
Employment Terms
| Provision | Key Terms |
|---|---|
| Severance Plan (no-CIC) | Base salary continuation up to 6 months; COBRA premiums for 6 months; CEO has 12 months . |
| Change of Control (double-trigger) | Lump-sum salary equal to 12 months (24 months CEO); 100% annual target bonus (200% CEO) plus pro-rated current period bonus; full acceleration of unvested equity; COBRA 12 months (18 months CEO); vested option exercise window six months (not beyond original expiry) . |
| CIC estimated payout (as of 3/29/2025) | Alberty: $457,000 salary; $2,320,469 accelerated equity; $15,625 health benefits; $514,125 cash bonus; total $3,307,219 . |
| Definitions | “Cause,” “Good Reason,” “Change of Control,” and “Disability” defined in Severance Plan . |
| Incentive Plan termination treatment | Death/disability: pro-rata cash bonus; otherwise forfeiture if not employed through payout date . |
Performance Compensation Details
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Operating Profit Margin (semiannual) | Component in Incentive Plan Pay-Out | Target 26% implies 100% payout if revenue growth ≤10% | H1: 25%; H2: 28% | H1: 139%; H2: 124% | Cash paid post period |
| Revenue Growth (semiannual) | Multiplier in Incentive Plan | 10% yields 100% multiplier | H1: 15%; H2: -1% | Multiplier applied in payout formula | Cash bonuses |
| Relative TSR (MSUs) | Equity-based | 50th percentile = 100%; ≥75th = 200%; <25% = 0%; cap at 100% if TSR negative | 3-year measurement vs Russell 3000 | 0–200% shares | 3-year cliff |
| Strategic Revenue and YoY Growth (PSUs) | Equity-based | Annual goals FY2026–FY2028; 50% threshold, 100% target, 200% maximum | Assessed annually | 0–200% per year | Annual vest over 3 years |
Investment Implications
- Alignment: Alberty’s pay mix is heavily performance-linked via semiannual cash tied to Operating Profit Margin and revenue growth, and multi-year MSU/PSU grants, bolstering long-term alignment and retention through cliff vest and annual performance cycles .
- Vesting supply: Anticipate vesting events around 2/6/2026 (RSUs 2023), 2/8/2027 (RSUs 2024), and 2/6/2028 (RSUs 2025); MSUs vest on 3-year cycles; PSUs vest annually FY2026–FY2028; these dates can create predictable selling pressure windows, especially given FY2025 vested shares of 7,110 and demonstrated small option exercises .
- Retention/CIC risk: Double-trigger CIC economics with full equity acceleration and ~$3.3M estimated payout for Alberty could incentivize stability through transaction negotiations; clawback layering mitigates misconduct risk .
- Ownership/discipline: Beneficial ownership <1%, compliance with stock ownership guidelines, and strict no-hedge/pledge policy indicate disciplined alignment without leverage-induced risk .
- Committee governance: Independent Compensation Committee uses Compensia, targets ~50th percentile pay, avoids repricing and excise tax gross-ups; program design reduces pay inflation and concentrates rewards on sustained performance .