Duy-Loan Le
CIRRUS LOGICAbout Duy-Loan Le
Independent director since 2023; age 63 as of the 2025 Annual Meeting. Former Senior Fellow at Texas Instruments with 35 years in semiconductor technology and manufacturing; holds 24 patents. Education: B.S. in Electrical Engineering (University of Texas at Austin) and MBA (University of Houston); recognized in the Women in Technology Hall of Fame and Asian Hall of Fame. Current external public boards include Wolfspeed (Compensation Committee, Governance & Nominations), Atomera (Compensation Committee Chair, Nominating & Corporate Governance), and BrainChip (Audit & Risk; Remuneration & Nominations) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Texas Instruments (TI) | Senior Fellow; Advanced Technology Ramp Manager (Embedded Processing); Worldwide Project Manager (Memory) | 1982–Jul 2017 (35 years) | Led global execution for advanced nodes, assembly/test, productization, high-volume ramp; built international offices/talent |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Wolfspeed, Inc. | Director | Since 2018 | Compensation; Governance & Nominations |
| Atomera, Inc. | Director | Since 2019 | Compensation (Chair); Nominating & Corporate Governance |
| BrainChip Holdings Ltd. | Director | Since 2022 | Audit & Risk; Remuneration & Nominations |
| National Instruments (NI) | Director (prior 5 yrs) | 2002–Oct 2023 | Compensation (Chair); Nomination & Governance |
| Ballard Power Systems | Director (prior 5 yrs) | 2017–Feb 2023 | People, Corporate Governance & Compensation |
Board Governance
- Independence: The Board determined Le qualifies as independent under Nasdaq/SEC standards .
- Committee assignments: Compensation and Human Resources Committee Chair; Audit Committee member .
- Meeting cadence: FY25 Board held 12 meetings; Committees held Audit (8), Compensation (7), Governance (5) .
- Attendance: All directors attended at least 75% of aggregate Board/Committee meetings in service; directors (in service) attended the 2024 Annual Meeting (exception noted for one departing director) .
- Executive sessions and leadership: Independent directors meet in executive session around each regular Board meeting; Board Chair is independent (David J. Tupman) .
- AI oversight: Full Board oversight of AI strategy and risk; established AI Technology Usage Policy and cross-functional AI Steering Committee .
Fixed Compensation
| Component | Structure | FY25 Amounts (Le) |
|---|---|---|
| Quarterly Director Retainer | $17,500 per quarter | Cash fees earned FY25: $105,107 |
| Compensation Committee Chair Retainer | $6,250 per quarter | Included in cash fees above |
| Audit Committee Member Retainer | $3,000 per quarter | Included in cash fees above |
| Meeting fees | Not paid (retainer model) | n/a |
- FY25 director compensation table shows Le: Cash fees $105,107; Stock awards $209,886; Option awards $0; Total $314,993 .
- Program design: Non-employee directors receive cash retainers plus full-value stock awards; Company reimburses reasonable expenses .
Performance Compensation
| Award Type | Grant Date | Grant Fair Value | Vesting & Conditions | Notes |
|---|---|---|---|---|
| Annual full-value stock award (RSUs/DSUs) | Jul 26, 2024 (upon re-election) | ~$210,000 | Vests at earlier of next Annual Meeting or 1 year from grant | Standard annual grant to non-employee directors |
| Initial stock options for new directors | Eliminated May 16, 2025 | n/a | n/a | Board approved eliminating initial option grants; shift to full-value awards after peer review by Compensia |
- FY25 stock award value recorded for Le: $209,886 (grant-date fair value per ASC 718) .
- Outstanding at FY25-year end: Options 6,134; RSUs 1,624 .
No director-specific performance metrics (e.g., revenue/TSR hurdles) apply to director equity; vesting is time-based per program. Performance-based equity at Cirrus is used for executives (MSUs/PSUs), not non-employee directors .
Other Directorships & Interlocks
| Company | Industry Overlap/Interlock Considerations |
|---|---|
| Wolfspeed (SiC/GaN materials) | Materials supplier to power/EV sectors; no disclosed related-party transactions with Cirrus in accessible proxy sections . |
| Atomera (semiconductor materials licensing) | Licensing/model-based; no disclosed Cirrus transactions in accessible proxy sections . |
| BrainChip (edge AI) | Adjacent to IC/AI; no disclosed Cirrus transactions in accessible proxy sections . |
- Compensation Committee Interlocks: The proxy includes a section on interlocks; Compensation Committee is independent and uses an independent consultant (Compensia). No interlocks or conflicts are indicated in available sections .
Expertise & Qualifications
- Semiconductor leadership: Deep technical and manufacturing expertise in chip design, silicon process development, advanced technology nodes, and OSAT partnerships .
- Governance: Extensive public company board service; chaired compensation committees; audit/risk experience .
- Recognitions: 24 patents; NACD Directorship 100; Women in Technology Hall of Fame; Asian Hall of Fame .
- Skills matrix: Professional/expert-level in semiconductor industry, deep technical experience, emerging technologies/business models, enterprise risk, senior operations, and public company governance .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (as of May 13, 2025) | 5,513 shares | Includes 2,938 options exercisable within 60 days and 2,575 shares held directly . |
| Ownership as % of shares outstanding | <1% | Company had 51,897,835 shares outstanding; director holdings for individuals are <1% . |
| Options outstanding | 6,134 | At FY25 year-end (unexercised) . |
| RSUs outstanding | 1,624 | At FY25 year-end . |
| Hedging/pledging | Prohibited | Company bans hedging, pledging, short sales, and derivatives in company stock . |
| Ownership guidelines | 3x cash retainer or 4,500 shares | Phase-in 5 years; all directors with completed phase-in met requirements as of Mar 29, 2025 . |
Governance Assessment
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Strengths
- Independent director; chairs Compensation & HR Committee and serves on Audit—positions central to pay rigor and financial oversight .
- High engagement cadence (Board 12 meetings; Compensation 7; Audit 8) with expected attendance ≥75%; attendance at annual meeting by directors in service .
- Compensation governance: Use of independent consultant (Compensia); clawback policy compliant with Exchange Act Rule 10D-1; stock ownership guidelines; double-trigger CoC plan for executives (signals governance rigor) .
- Pay mix alignment: Director program emphasizes full-value stock awards; elimination of initial options in 2025 reduces risk of option repricing optics and enhances alignment .
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Watch items / potential conflicts
- Multiple concurrent public boards (Wolfspeed, Atomera, BrainChip) can elevate time-commitment and information-flow risks; no related-party transactions are disclosed in accessible proxy sections, but continued monitoring is warranted given semiconductor ecosystem interlocks .
- Options outstanding (legacy awards) remain, though program has shifted to full-value stock grants; monitor for any repricing or modifications (none indicated) .
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Shareholder signals
- Say-on-Pay approval at 95% in 2024 suggests investor confidence in compensation governance; Compensation Committee maintained performance linkage for executives (not directors) .
- Board-level AI oversight and formal policy/committee structure indicate proactive governance in emerging risk domains .
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RED FLAGS highlighted: None disclosed for Le regarding related-party transactions, hedging/pledging, or attendance shortfalls in accessible sections. Anti-pledging policy in place; all directors with completed phase-in met ownership guidelines .
Overall: Le’s deep semiconductor/operations expertise and leadership of the Compensation Committee, coupled with Audit Committee membership, are positives for board effectiveness and pay governance. Monitoring of external board time commitments and any ecosystem interlocks should continue, but current disclosures do not indicate conflicts or related-party exposure .