Denise Grodé
CIRRUS LOGICAbout Denise Grodé
Executive Vice President, Chief Human Resources Officer at Cirrus Logic. Appointed EVP–CHRO in December 2024; initially joined as CHRO in March 2022. Age 51 as of the 2025 Annual Meeting. Prior roles include senior HR leadership at Centene Corporation (Regional VP, Global Talent Management, Employee Experience and Centene University) and earlier leadership at Lennox International. Company-level performance over her tenure shows FY2023–FY2025 TSR moving from $149 to $161 per $100 invested (FY2024→FY2025), GAAP net income rising to $332M, and Operating Profit Margin at 26.5% in FY2025, reflecting improved profitability and shareholder returns .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Centene Corporation | Regional VP, Global Talent Management, Employee Experience and Centene University | 2017–2022 | Led global talent, employee experience and corporate university programs supporting large-scale workforce development |
| Cirrus Logic | Chief Human Resources Officer (initial role) | Mar 2022–Dec 2024 | Built HR programs post-acquisition and supported executive succession; promoted to EVP–CHRO Dec 2024 |
External Roles
| Organization | Role | Years |
|---|---|---|
| Not disclosed in proxy filings | — | — |
| No public company directorships or committee roles disclosed for Grodé in the latest proxies . |
Fixed Compensation
| Metric | FY2023 | FY2024 |
|---|---|---|
| Base Salary ($) | 416,827 | 453,000 |
| Semiannual Target Bonus (%) | 37.5% (non-CEO NEO standard) | 37.5% |
| Actual Cash Bonus H1 ($) | 383,337 | n/a |
| Actual Cash Bonus H2 ($) | 152,804 | n/a |
| Total Cash Compensation ($) | 961,141 | n/a |
| Target Total Cash ($) | 743,750 | 792,750 |
Notes:
- FY2023 cash bonuses reflect H1 Incentive Plan payout of 242% and H2 payout of 96%; Grodé’s H1 payout was pro-rated from her March 28, 2022 start date .
- FY2024 shows target values; actual compensation not disclosed as she was not an NEO in FY2024 .
Performance Compensation
| Component | FY2022 Grants (new-hire) | FY2023 Grants | Valuation/terms |
|---|---|---|---|
| RSUs (#) | 8,843 | 2,687 | 3-year cliff vest aligned to retention objectives |
| PBRSUs/MSUs (# target) | 2,572 (PBRSUs) | 1,935 (PBRSUs) | Performance-based: 3-year TSR vs index; payout 0–200%; if TSR negative, max 100% |
| Options (#) | 19,691 @ $79.16 | 6,252 @ $102.37 | 4-year vest (25% per year or 25% cliff then monthly), 10-year term, owner-aligned upside only |
| Stock Awards ($) | Included in FY2023 SCT below | 1,500,248 | Grant-date fair value (ASC 718) |
| Option Awards ($) | Included in FY2023 SCT below | 974,997 | Grant-date fair value (ASC 718) |
Company-level performance metrics tied to pay:
- Semiannual cash Incentive Plan based on Operating Profit Margin (non-GAAP) and revenue growth; FY2023 payouts: H1 242%, H2 96% . FY2025 payouts: H1 139%, H2 124% .
- Performance equity programs:
- PBRSUs/MSUs: 3-year relative TSR (Russell 3000 for awards from 2024 onward; PHLX Semiconductor Index previously), with threshold at 25%ile (25% payout), target at 50%ile (100%), and max at ≥75%ile (200%)—cap at 100% if TSR negative .
- FY2022 MSU cohort (company-wide): payout 167% upon FY2025 end, reflecting 67th percentile TSR (context for performance calibration) .
- PSUs (introduced FY2025): strategic revenue and YoY growth in FY2026–FY2028 with threshold/target/max of 50%/100%/200%, vest annually after results .
FY2023 Summary Compensation Table (SCT) values for Grodé:
| Metric | FY2023 |
|---|---|
| Salary ($) | 416,827 |
| Bonus ($) | 60,000 (sign-on) |
| Stock Awards ($) | 1,500,248 |
| Option Awards ($) | 974,997 |
| Non-Equity Incentive ($) | 536,141 |
| All Other Compensation ($) | 176,747 (incl. relocation gross-ups) |
| Total ($) | 3,664,960 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 8,360 shares as of May 9, 2023 (less than 1%) |
| Ownership guidelines | Executive officers must hold the lesser of 1x salary or 10,000 shares; phase-in over 5 years. All subject executives whose phase-in completed were compliant as of Mar 29, 2025 (Grodé’s phase-in ongoing since Mar 2022) |
| Hedging/pledging | Prohibited for directors, officers, employees; no short sales or derivatives; pledging barred |
| Insider trading plan | Rule 10b5‑1 plan adopted May 30, 2025 to sell up to 4,410 shares through Oct 31, 2025 (potential near-term selling pressure) |
| Section 16 compliance | One late Form 3 (filed Apr 8, 2022 due to administrative delay) noted in FY2023 disclosures |
Employment Terms
| Scenario | Key terms | Estimated payouts (FY2023 basis) |
|---|---|---|
| Termination without cause (no change-in-control) | Salary continuation up to 6 months; COBRA premiums for 6 months (CEO has 12 months) | N/A |
| Change-in-control (double-trigger) | Lump-sum 12 months salary (CEO 24 months); 100% annual target bonus plus pro-rata current period; acceleration of unvested options and performance awards; COBRA 12 months; post-termination option exercise up to 6 months; modified 280G cutback to maximize after-tax | Lump-sum salary $425,000; accelerated equity $2,233,911; health $17,246; severance plan cash bonus $478,125; total $3,154,283 (assuming termination on Mar 25, 2023) |
| Death/disability | Salary continuation; COBRA; pro-rata semiannual bonus if within period end | Salary $212,500; health $8,623; bonus $159,375; total $380,498 (Mar 25, 2023 assumption) |
| Clawback | Nasdaq-compliant clawback of erroneously awarded incentive comp (current and former execs) adopted Oct 2, 2023; severance plan includes additional recoupment for post-termination “Cause” acts |
Performance & Track Record (Company context during Grodé’s tenure)
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Company TSR ($100 initial) | 171 | 149 | 161 |
| GAAP Net Income ($000s) | 176,703 | 274,572 | 331,507 |
| Operating Profit Margin (Company Selected Measure) | 24.9% | 25.0% | 26.5% |
| Additional FY2025 highlights: Revenue $1.90B (+6% YoY), GAAP operating profit 21.6%, record GAAP EPS $6.00, cash/investments $834.8M, and $261.0M buybacks (2.3M shares at $112.33 avg) . |
Compensation Structure Analysis
- Cash vs equity mix: FY2023 total comp ($3.66M) had substantial equity (stock awards + options ~$2.48M), aligning with long-term performance while cash bonuses scaled with Operating Profit Margin and revenue growth via the Incentive Plan .
- Pay-for-performance: PBRSUs/MSUs tied to relative TSR, with capped outcomes if TSR negative; PSUs introduced (FY2025) link awards to strategic revenue milestones, signaling stronger operational alignment beyond stock-only metrics .
- Guaranteed/Discretionary elements: No guaranteed bonuses; FY2023 sign-on bonus and relocation gross-ups were one-time new-hire incentives; subsequent years subject to normal executive process .
- Option use vs RSUs: FY2023 grants included options (owner-aligned, upside-only) and RSUs (retention via 3-year cliff), with performance-based tranches for alignment .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited, reducing misalignment risk .
- Insider selling pressure: Rule 10b5-1 plan to sell up to 4,410 shares through Oct 2025 indicates potential near-term selling; however, structured under safe harbor .
- Clawback: Robust, Nasdaq-aligned clawback policy in place .
- Section 16: One administrative late Form 3 (minor) .
Equity Ownership & Alignment
| Aspect | Assessment |
|---|---|
| “Skin in the game” | 8,360 shares beneficially owned as of May 2023; continued accumulation expected under 5-year guideline to 10,000 shares or 1x salary |
| Pledging/hedging | Not permitted, enhancing alignment |
| Ownership guidelines compliance | Phase-in period ongoing (joined Mar 2022); global disclosure states those whose phase-in completed met guidelines as of Mar 29, 2025 |
Employment Terms
- Severance and change-of-control: Company-wide Executive Severance and Change of Control Plan with double-trigger equity acceleration and cash severance; includes modified 280G cutback and release requirement .
- Non-compete/solicit: Not specifically disclosed in proxy text for Grodé; plan-level definitions of “cause,” “good reason,” and “change of control” provided; exercise window extended post-termination for options .
- Perquisites: Standard benefits with modest perqs (e.g., annual physical reimbursement up to $500); FY2023 included relocation reimbursement and associated tax gross-ups as part of new-hire package .
Investment Implications
- Alignment: Grodé’s compensation structure (PBRSUs/MSUs/PSUs and semiannual bonuses tied to profitability and growth) aligns incentives with shareholder value creation and strategic execution, reducing agency risk .
- Retention and selling signals: 10b5‑1 plan for up to 4,410 shares through Oct 2025 suggests modest selling but is programmatic; equity guidelines and three-year RSU cliffs support continued retention .
- Change-of-control economics: Double-trigger severance with equity acceleration creates neutrality during strategic transactions; investors should model potential dilution/acceleration impacts in M&A scenarios using FY2023 COC estimates as precedent .
- Organization effectiveness: As EVP–CHRO during a period of rising OPM and net income, Grodé’s human capital leadership likely supported execution; continue monitoring strategic revenue PSU metrics (FY2026–FY2028) as a forward indicator of talent-driven growth .