Gregory Scott Thomas
CIRRUS LOGICAbout Gregory Scott Thomas
Gregory Scott Thomas is Executive Vice President and General Counsel at Cirrus Logic, age 60, promoted to EVP in December 2024 after serving as SVP, General Counsel since December 2023; he has held progressively senior legal roles since joining in December 2000 . His FY2025 pay-for-performance exposure is anchored to semiannual cash bonuses linked to Operating Profit Margin and Revenue Growth (payouts: 139% in H1; 124% in H2) and to equity MSUs/PSUs tied to Relative TSR and Strategic Revenue, respectively . Company incentive targets included a 26% Operating Profit Margin for 100% cash bonus payout at ≤10% revenue growth . He is subject to strict clawback and insider trading policies, including prohibitions on hedging and pledging .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cirrus Logic | VP & Associate General Counsel, Intellectual Property | 2000–2003 | Established IP legal function following his hire in Dec 2000 |
| Cirrus Logic | Vice President, General Counsel, Corporate Secretary | 2003–2017 | Led corporate legal and governance, Corporate Secretary responsibilities |
| Cirrus Logic | Senior Vice President, General Counsel, Corporate Secretary | Nov 2017–Dec 2023 | Senior legal leadership; corporate governance stewardship |
| Cirrus Logic | Senior Vice President, General Counsel | Dec 2023–Dec 2024 | Continued as top legal executive; transitioned Corporate Secretary role |
| Cirrus Logic | Executive Vice President, General Counsel | Dec 2024–present | Expanded executive responsibility; member of executive leadership team |
External Roles
- No external public company directorships disclosed; Mr. Thomas is listed among executive officers, not directors, in the proxy .
Fixed Compensation
| Metric | FY2025 | FY2026 (set March 2025) |
|---|---|---|
| Base Salary | $471,000 | $485,130 (3.0% increase) |
| Target First-Half Cash Bonus | $176,625 | $181,924 |
| Target Second-Half Cash Bonus | $176,625 | $181,924 |
| Target Total Cash Compensation | $824,250 | $848,978 |
| Base Salary Market Position | Above 75th percentile (FY25) | Between 50th and 75th percentiles (FY26) |
| Cash Bonus Outcomes (FY2025) | H1 FY2025 | H2 FY2025 | FY2025 Total |
|---|---|---|---|
| Incentive Plan Pay-Out Percentage | 139% | 124% | — |
| Operating Profit Margin (Non-GAAP) | 25% | 28% | — |
| Revenue Growth | 15% | -1% | — |
| Actual Semiannual Cash Bonus Paid | $246,306 | $218,937 | $465,243 |
| Summary Compensation (SCT) | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Salary | $433,700 | $453,371 | $471,000 |
| Stock Awards (RSUs/MSUs/PSUs grant-date fair value) | $616,727 | $666,895 | $1,400,094 |
| Option Awards (grant-date fair value) | $308,339 | $333,337 | $0 |
| Non-Equity Incentive Plan Compensation | $549,277 | $331,855 | $465,243 |
| All Other Compensation | $15,105 | $15,043 | $16,783 |
| Total | $1,923,148 | $1,800,501 | $2,353,120 |
Performance Compensation
| Metric | Target | Actual (FY2025 H1) | Actual (FY2025 H2) | Payout Basis | Vesting |
|---|---|---|---|---|---|
| Operating Profit Margin (Non-GAAP) | 26% (100% payout at ≤10% revenue growth) | 25% | 28% | Operating Profit payout curve 0–200% | N/A (cash) |
| Revenue Growth | Multiplier: 100% at ≤10%; rises linearly beyond | 15% | -1% | Multiplies Operating Profit payout | N/A (cash) |
| Incentive Plan Pay-Out % | 0–250% capped | 139% | 124% | Product of OPM payout × Revenue multiplier | N/A (cash) |
| MSUs (Relative TSR) | 0–200% payout; Russell 3000 comparator from Feb 2024 grants | N/A | N/A | TSR vs index | Per plan; performance-based equity |
| PSUs (Strategic Revenue) | 0–200% payout | N/A | N/A | Strategic revenue progress | Per plan; performance-based equity |
| FY2025 Grants (Thomas) | Grant Date | RSUs (#) | MSUs (# at Threshold/Target/Max) | PSUs (# at Threshold/Target/Max) | Grant-Date Fair Values |
|---|---|---|---|---|---|
| Annual Equity Awards | 2/6/2025 (approved 2/4/2025) | 4,470 | 666 / 2,665 / 5,330 | 2,235 / 4,470 / 8,940 | RSUs $466,713; MSUs $466,668; PSUs $466,713 |
| Target Annual Cash Bonus | FY2025 | — | — | — | $353,250 |
- RSU vesting schedule: RSUs vest 100% on the third anniversary of grant (e.g., 2/6/2028 for FY2025 grant) .
- Option vesting schedule: 4-year vesting; 25% at year 1 and remainder monthly or annually per grant; 10-year option term .
Equity Ownership & Alignment
| Beneficial Ownership (as of 5/13/2025) | Shares Beneficially Owned | % of Shares Outstanding | Direct Shares | Options Exercisable within 60 Days |
|---|---|---|---|---|
| Gregory S. Thomas | 76,150 | <1% (asterisk in table) | 26,307 | 49,843 |
| Outstanding Equity Awards (as of 3/29/2025) | Type | Grant Date | Unvested Units (#) | Market Value at $99.51 |
|---|---|---|---|---|
| RSUs | 2/6/2023 | 3,012 | $299,724 | |
| MSUs | 2/6/2023 | 4,338 (listed at maximum per plan disclosure) | $431,674 | |
| RSUs | 2/8/2024 | 3,576 | $355,848 | |
| MSUs | 2/8/2024 | 4,714 (listed at maximum per plan disclosure) | $469,090 | |
| RSUs | 2/6/2025 | 4,470 | $444,810 | |
| MSUs | 2/6/2025 | 5,330 (listed at maximum per plan disclosure) | $530,388 | |
| PSUs | 2/6/2025 | 8,940 (listed at maximum per plan disclosure) | $889,619 |
| Stock Options (as of 3/29/2025) | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration Date |
|---|---|---|---|---|
| 734 | — | $31.25 | 11/4/2025 | |
| 3,239 | — | $54.65 | 11/2/2026 | |
| 1,794 | — | $55.72 | 11/1/2027 | |
| 13,500 | — | $41.49 | 11/7/2028 | |
| 11,400 | — | $68.56 | 11/6/2029 | |
| 7,706 | — | $78.00 | 3/3/2031 | |
| 5,281 | 1,761 | $88.00 | 3/2/2032 | |
| 3,505 | 3,504 | $102.37 | 2/6/2033 | |
| 2,097 | 6,289 | $93.24 | 2/8/2034 |
- Stock ownership guidelines: Executive officers must hold the lesser of 1x annual salary or 10,000 shares; phase-in period five years. All subject executives with completed phase-in met requirements as of 3/29/2025 .
- Hedging/pledging: Prohibited for directors, officers, employees, and consultants under Insider Trading and Confidentiality Policy .
- FY2025 realized equity: Thomas exercised 11,706 options ($760,944 value) and vested 7,110 shares ($740,933 value) in FY2025, indicating potential liquidity events .
Employment Terms
- Executive Severance and Change of Control Plan (amended and restated Aug 24, 2023): double-trigger design; no individual employment agreements for NEOs (except CFO offer letter provisions) .
- Involuntary termination without cause (no CIC): up to 6 months base salary continuation and 6 months COBRA; CEO eligible for 12 months .
- Qualifying termination within 12 months post-CIC (double-trigger): lump sum 12 months base salary; 100% annual target bonus plus prorated current-period target bonus; full acceleration of unvested equity; 12 months COBRA; 6-month post-termination option exercise (subject to option terms) .
| Estimated CIC Benefits (assuming termination on 3/29/2025) | Lump Sum Salary | Accelerated Unvested Equity | Health Benefits | Cash Bonus (Target + Prorate) | Total |
|---|---|---|---|---|---|
| Gregory S. Thomas | $471,000 | $2,320,469 | $27,201 | $529,875 | $3,348,545 |
- Clawback: Recovery of erroneously awarded incentive compensation policy effective Oct 2, 2023 (Nasdaq-compliant); prior 2018 recoupment policy; Severance Plan includes recoupment upon subsequently discovered “Cause” with interest .
- 280G treatment: Modified cutback to optimize after-tax benefits; no excise tax gross-ups .
Compensation Structure Analysis
- Mix shift: Thomas’s option awards declined to $0 in FY2025 from $333,337 in FY2024 and $308,339 in FY2023, indicating emphasis on full-value equity (RSUs/MSUs/PSUs) vs. options .
- Target total direct compensation positioning (FY2025): between 25th–50th percentile for Thomas; committee aimed for internal pay equity around the 50th percentile for NEOs .
- Responsible grant timing: Annual executive equity grants occur after Q3 earnings release on the second business day, reducing MNPI timing risks .
Investment Implications
- Alignment: Strong linkage of cash bonuses to Operating Profit Margin and revenue growth, and equity to Relative TSR and Strategic Revenue, supports pay-for-performance and shareholder alignment; hedging/pledging prohibitions reduce misalignment risks .
- Retention and selling pressure: Significant unvested RSU/MSU/PSU balances and scheduled RSU vesting in 2026–2028 provide retention hooks; FY2025 option exercise and stock vesting realized ~$1.5M gross value, indicating periodic liquidity that could create modest selling pressure around vest dates .
- Change-of-control economics: CIC protection of ~$3.35M for Thomas with full equity acceleration and bonus payouts is meaningful but not excessive; double-trigger design and 280G cutback are shareholder-friendly relative to gross-ups or single-trigger vesting .
- Execution risk: Legal and governance continuity from Thomas’s 25-year tenure lowers transition risk in corporate governance; shift away from options to RSUs/PSUs/MSUs reduces risk-taking incentives while maintaining long-term performance focus .