David J. Tupman
CIRRUS LOGICAbout David J. Tupman
Independent Board Chair of Cirrus Logic since 2015; age 62 at the 2025 annual meeting. Founder/owner of Details Lab Inc. (advisory for scaling and new product introduction). Former Apple Inc. Vice President of Hardware Engineering (2001–2011); earlier roles at Psion Computers (1995–2001) and Schlumberger (1988–1995). Bachelor’s in Electronics Engineering and honorary D.Sc. from University of Salford, inventor on 30+ U.S. patents . Years on Cirrus board: 10 (as of the 2025 slate) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Details Lab Inc. | Owner | Current | Advisory firm focused on scaling and NPI |
| Apple Inc. | Vice President, Hardware Engineering (progressed from manager) | 2001–2011 | Led hardware engineering/technology teams for multiple mobile devices |
| Psion Computers (London) | Hardware Engineering Manager | 1995–2001 | Developed personal digital assistant products |
| Schlumberger (Farnborough) | Principal Design Engineer | 1988–1995 | Developed low power, high precision sensors for gas/fuel/aerospace |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pixelworks, Inc. | Director | Apr 2014 – May 2025 | Prior public company board; ended May 2025 |
No other current public company directorships for Dr. Tupman are disclosed in the proxy .
Board Governance
- Role: Independent Chair of the Board; CEO and Chair roles are separated (Chair: David J. Tupman; CEO: John Forsyth) .
- Independence: Board determined Tupman is independent under Nasdaq/SEC standards .
- Committee assignments: Member, Governance & Nominating Committee .
- Attendance: Board held 12 meetings; all directors attended at least 75% of combined Board/Committee meetings; directors in service attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session at each regularly scheduled Board meeting per Corporate Governance Guidelines .
- AI oversight: Full Board retains oversight of AI strategy and risk; periodic updates; AI Technology Usage Policy and Steering Committee established .
| Governance Item | Detail |
|---|---|
| Board Chair | David J. Tupman (Independent) |
| Committees | Governance & Nominating (member) |
| Independence | Independent director |
| Board meetings FY25 | 12 meetings; ≥75% attendance by all directors |
| Committee meetings FY25 | Governance & Nominating: 5 meetings |
| Executive sessions | Independent directors before/after each Board meeting |
Fixed Compensation
| Retainer Schedule (Quarterly) | Amount (USD) |
|---|---|
| Quarterly Director Retainer | $17,500 |
| Board Chair Retainer | $18,750 |
| Governance & Nominating Committee Member Retainer | $1,500 |
| Governance & Nominating Committee Chair Retainer | $3,750 |
| FY2025 Director Compensation (David J. Tupman) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $151,000 |
| Stock Awards (grant date fair value) | $209,886 |
| Option Awards | $0 |
| Total | $360,886 |
Performance Compensation
| Equity Program Elements for Non‑Employee Directors | Detail |
|---|---|
| Annual full‑value stock awards (RSUs/stock units) | Upon (re)election, full‑value award up to ~$210,000; vests at the earlier of next annual meeting or one year from grant |
| New director option award (legacy) | Legacy initial options valued at ~$225,000 for new directors; eliminated effective the 2025 Annual Meeting (approved May 16, 2025) |
| Annual award cap | Aggregate annual value (cash + equity under ASC 718) ≤ $750,000 per non‑employee director |
| 2024 grant specifics to Tupman | Full‑value stock award on July 26, 2024, grant date fair value ≈ $210,000; vesting per policy above |
Non‑employee director equity awards are time‑based, not performance‑conditioned; options are no longer granted to new non‑employee directors from 2025 onward .
Other Directorships & Interlocks
- Prior public board: Pixelworks (ended May 2025) .
- Interlocks/conflicts: Company reports no related party transactions requiring disclosure for FY2025 .
- Compensation Committee interlocks: Compensation Committee in FY2025 comprised of Duy‑Loan Le (Chair), Alexander M. Davern, and Raghib Hussain; no interlocks disclosed (none of Cirrus executives served on other boards whose executives served on Cirrus’s Board/Comp Committee) .
Expertise & Qualifications
- Semiconductor industry knowledge and deep technical experience; emerging technologies/business models; business development/M&A; international operations; public company board experience (per skills matrix) .
- Inventor on 30+ U.S. patents; significant hardware leadership experience at Apple across mobile devices .
Equity Ownership
| Ownership Item | Detail |
|---|---|
| Shares beneficially owned | 24,294 (direct) |
| Options outstanding | 0 (footnote 11) |
| RSUs outstanding (FY2025 year‑end) | 1,624 RSUs (footnote 11) |
| Ownership % of outstanding | Less than 1% (individual director entries indicated with “*”) |
| Shares outstanding basis | 51,897,835 shares outstanding at May 13, 2025 (used for % determinations) |
| Pledging/hedging | Prohibited by Company policy (no hedging, pledging, short sales, or derivatives) |
| Director stock ownership guidelines | Non‑employee directors must hold either 3× annual cash retainer or 4,500 shares; phase‑in 5 years |
| Guideline compliance | All subject non‑employee directors with completed phase‑in met requirements as of March 29, 2025 |
Governance Assessment
- Board leadership and independence: Separation of CEO and independent Chair roles (Chair: Tupman) enhances oversight and balanced decision‑making—positive for investor confidence .
- Committee engagement: Active role on Governance & Nominating; Board/Committee attendance threshold met; governance evaluations conducted annually—positive .
- Compensation alignment for directors: Mix of cash retainers plus time‑based equity with a reasonable annual cap ($750k) and elimination of new‑director options in 2025 reduces risk of option‑related misalignment—positive .
- Ownership alignment: RSUs outstanding and beneficial ownership; robust stock ownership guidelines with disclosed compliance; prohibition on hedging/pledging—positive .
- Conflicts/related party exposure: No related party transactions disclosed for FY2025—positive signal; indemnification agreements and D&O insurance standard for directors .
- Say‑on‑pay sentiment: 95% approval at 2024 annual meeting indicates strong shareholder support for compensation governance—positive .
Potential Red Flags
- None disclosed specific to Tupman (no attendance issues, no related party transactions, no hedging/pledging, no Section 16 issues reported for him) .