Catherine P. Lego
CIRRUS LOGICAbout Catherine P. Lego
Catherine P. Lego, age 68, has served on Cirrus Logic’s Board since 2020 and is currently an independent director recognized by the Board as an “audit committee financial expert.” Her background spans venture capital, public company board leadership (including multiple audit and compensation chair roles), and prior CPA practice at Coopers & Lybrand; she holds a B.A. from Williams College and an M.S. in Accounting from NYU Stern .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lam Research Corporation | Director | 2006 – Nov 2022 | Chair of Compensation Committee; Chair of Audit Committee; Member, Nominating & Governance Committee |
| Cypress Semiconductor Corp. | Director | Sep 2017 – Apr 2020 | Chair of Audit Committee; Member, Nominating & Corporate Governance Committee |
| IPG Photonics Corporation | Director | Jul 2016 – May 2021 | Member, Audit Committee; Chair, Compensation Committee |
| Lego Ventures LLC | Founder | 1992 – Dec 2018 | Early-stage technology investing and consulting |
| Coopers & Lybrand LLP (PwC) | Certified Public Accountant | Prior | Financial audit/accounting practice |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Guidewire Software, Inc. | Director | Since Sep 2019 | Audit Committee Chair; Member, Nominating & Governance Committee |
Board Governance
- Independence: The Board determined Lego is independent under Nasdaq and SEC standards; six of seven nominees are independent .
- Committee assignments (FY2025): Audit Committee member; Governance & Nominating Committee Chair .
- Financial expertise: Lego is designated an “audit committee financial expert” .
- Attendance: In FY2025, all directors met at least 75% attendance across Board and committee meetings; FY2024 had no director below 75% .
- Meetings: FY2025 Board held 12 meetings; Audit 8; Compensation 7; Governance & Nominating 5 .
- Board leadership: CEO and Chair roles are separated; independent directors meet in executive session before/after each regular meeting .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $97,890 | $103,000 |
| Stock Awards ($) | $209,966 | $209,886 |
| Option Awards ($) | $— | $— |
| Total ($) | $307,856 | $312,886 |
Director retainer schedule (quarterly, FY2025):
- Director retainer: $17,500; Audit Chair: $7,500; Audit member: $3,000; Compensation Chair: $6,250; Compensation member: $2,500; Governance & Nominating Chair: $3,750; Governance member: $1,500; Lead Independent Director: $2,500 .
- Change in director program: May 16, 2025, Board eliminated the initial stock option award for new non-employee directors, following a peer review by Compensia; compensation cap remains $750,000 per director per calendar year under the LTIP .
Performance Compensation
| Grant | Grant Date | Fair Value ($) | Vesting Terms |
|---|---|---|---|
| Annual full-value stock award (FY2025) | Jul 26, 2024 | $209,886 | Vests at earlier of one year or 2025 Annual Meeting |
| Annual full-value stock award (FY2024) | Jul 28, 2023 | $209,966 | Vests at earlier of one year or 2024 Annual Meeting |
- New director option awards: Prior policy granted $225,000 FV options to new appointees with 25% vesting at 1 year and remainder monthly over 36 months; eliminated effective current Annual Meeting (May 16, 2025) .
- No performance metrics are attached to director awards; grants are time-based RSUs that vest by the next annual meeting or one year .
Other Directorships & Interlocks
| Company | Relationship to CRUS | Interlock/Conflict Note |
|---|---|---|
| Guidewire Software, Inc. | Unrelated industry (P&C insurance software) | No CRUS compensation committee interlocks disclosed in FY2025; Committee is independent |
- Related party transactions: Company reports no related party transactions requiring disclosure for FY2025 .
Expertise & Qualifications
- Extensive board-level experience; risk management, accounting, and finance expertise; semiconductor industry knowledge; M&A and corporate financing; audit and compensation committee chair experience .
- Skills matrix identifies her finance/accounting/tax expertise and semiconductor experience among core competencies; years on CRUS Board: 5; age: 68 .
Equity Ownership
Beneficial ownership (as of proxy record dates):
| Metric | May 14, 2024 | May 13, 2025 |
|---|---|---|
| Shares Beneficially Owned (Number) | 16,168 | 18,743 |
| Ownership (%) | <1% | <1% |
Award balances at fiscal year-end:
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| RSUs Outstanding | 2,575 | 1,624 |
| Options Outstanding | 7,657 | 7,657 |
Additional breakdown (FY2025):
- Of total beneficial holdings, includes 7,657 options exercisable within 60 days and 11,086 shares held directly .
- Stock ownership guidelines: Non-employee directors must hold the lesser of 3× annual cash retainer or 4,500 shares, with a five-year phase-in; all non-employee directors with completed phase-in were in compliance as of March 29, 2025 .
- Hedging/pledging prohibited: Company policy prohibits directors from short selling, hedging, or pledging Company stock; policy filed with FY2025 Form 10-K .
Governance Assessment
- Strengths: Independence; audit committee financial expert designation; dual committee roles (Audit member; Governance & Nominating Chair) with solid attendance; strong finance/semiconductor background; RSU-based director pay vesting by annual meeting aligns with shareholder horizons .
- Compensation structure: Majority of director pay delivered in full-value stock awards; elimination of initial option grants for new directors in 2025 reduces complexity and perceived risk, with aggregate cap of $750,000 per director per calendar year under the LTIP—generally governance-friendly .
- Alignment and safeguards: Stock ownership guidelines with confirmed compliance; strict insider trading policy banning hedging/pledging; annual say-on-pay process and use of independent consultant (Compensia) in reviews .
- Conflicts and red flags: No related party transactions disclosed for FY2025; no compensation committee interlocks in FY2025; no Section 16(a) filing issues reported for directors other than a late Form 4 by the interim CFO (not involving Lego) → no director-specific red flags identified in disclosures .