Jeff Woolard
CIRRUS LOGICAbout Jeff Woolard
Jeff Woolard, age 55, became Chief Financial Officer of Cirrus Logic on February 24, 2025. He brings 30+ years in technology finance, including CFO roles at Solidigm and Velocity Global, and senior finance leadership at Intel spanning M&A, corporate venture, and manufacturing finance; he holds a BS in Finance (Arizona State) and an MBA (University of Washington) . During FY2025, Cirrus revenue grew ~6% to $1.90B, GAAP operating profit margin was 21.6%, and GAAP EPS reached a record $6.00, underpinning bonus outcomes and equity programs tied to operating profit, revenue growth, TSR, and strategic revenue . Say‑on‑pay support was strong at 95% in 2024, and the compensation program was refined to emphasize RSUs, MSUs (relative TSR), and newly introduced PSUs (strategic revenue) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Velocity Global, LLC | Chief Financial Officer | Sep 2023–Feb 2025 | Led financial execution and growth strategy at a global workforce platform provider . |
| Solidigm (Intel spin‑off flash memory) | Chief Financial Officer | From Dec 2021 | Established the finance organization at a major memory business . |
| Intel Corporation | Corporate VP & CFO, Manufacturing & Technology | From May 2020 | Oversaw manufacturing/technology finance; helped complete over $60B in M&A across Intel tenure . |
| Intel Capital | CFO, Emerging Growth Incubation | From Mar 2012 | Venture investing, M&A, and new business development leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| McAfee Corp. | Board Member | 2019–2022 | Public cybersecurity company director experience . |
| Care Innovations (private) | Board Member | Not specified | Technology‑based healthcare company board role . |
Fixed Compensation
| Component | FY25 terms | Notes |
|---|---|---|
| Base Salary | $475,000 | Per offer letter; set Dec 20, 2024 . |
| Target Bonus % (semiannual plan) | 37.5% of annual base salary | Semiannual target (pro‑rated in first period) . |
| Hiring/Sign‑on Bonus | $200,000 (cash) | Subject to pro‑rated repayment if resigns/terminated (other than RIF) within 24 months . |
| FY25 Target Total Cash | $831,250 | Base $475,000 + two semiannual targets ($178,125 each) . |
| FY25 Actual Bonus | $41,248 | Pro‑rated payout for 2H FY25 . |
Performance Compensation
Annual/Semiannual Cash Incentive Plan (FY2025 design)
- Structure: Semiannual payout = Base × Target % × Incentive Plan Pay‑Out Percentage; Pay‑Out % = Operating Profit payout × Revenue growth multiplier; 0–250% cap; aggregate variable comp capped at 12% of non‑GAAP operating profit .
- Metrics and FY2025 outcomes:
| Period (FY2025) | Non‑GAAP Operating Profit Margin | GAAP Operating Margin | Revenue Growth | Incentive Plan Pay‑Out % |
|---|---|---|---|---|
| 1H FY2025 | 25% | 20% | 15% | 139% |
| 2H FY2025 | 28% | 24% | −1% | 124% |
- Jeff participation: Eligible and paid pro‑rated in 2H FY2025; 1H accrued before his employment .
Long‑Term Equity (granted in FY2025)
| Instrument | Grant date | Target/Granted shares | Grant date fair value | Vesting/performance | Notes |
|---|---|---|---|---|---|
| Make‑whole RSUs | 3/5/2025 | 20%/40%/40% (shares sized at grant) | $2,500,000 | 20% at 1st anniv, 40% at 2nd & 3rd; accelerates if terminated without Cause (non‑CoC) with release | One‑time, to replace forfeited equity . |
| New‑hire RSUs | 3/5/2025 | 37,955 | $4,000,077 | 50% at 1st anniv, 50% at 2nd anniv | Two‑year time‑vest . |
| New‑hire MSUs | 3/5/2025 | 9,274 target (2,319 thr; 18,548 max) | $1,500,070 | 3‑year cliff; payout 0–200% vs Russell 3000 Relative TSR; cap 100% if TSR negative | Market‑based performance . |
Performance program definitions:
- MSUs (Relative TSR): 25th/50th/≥75th percentile → 25%/100%/200% payout; capped at 100% if absolute TSR < 0 over period .
- PSUs (Strategic revenue; not granted to Woolard in FY2025): Three‑year period (FY2026–FY2028) with annual tranche vesting; threshold 50%, target 100%, max 200% of each year’s baseline allocation based on strategic revenue level/growth .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (May 13, 2025) | 0 shares beneficially owned (less than 1%) . |
| Outstanding unvested at 3/29/2025 | RSUs: 37,955 (value $3,776,902 at $99.51); MSUs: 18,548 “maximum” display, value $1,845,711 (disclosed at performance‑based display methodology) . |
| Options | None disclosed for Woolard . |
| Ownership guidelines | Executive officers: hold ≥1× salary or 10,000 shares within 5 years; phase‑in applies to new execs . |
| Hedging/pledging | Company policy prohibits hedging and pledging of Cirrus stock . |
| Clawback | Exchange Act Rule 10D‑1 compliant clawback; recoupment applies whether or not misconduct; separate Severance Plan recoupment if Cause is discovered post‑termination . |
Employment Terms
| Term | Summary |
|---|---|
| Start date, location | Effective Feb 24, 2025; remote from Phoenix, AZ; travel as needed . |
| Compensation | Salary $475,000; semiannual target bonus 37.5%; $200,000 hiring bonus (24‑month pro‑rated clawback); new‑hire RSUs/MSUs as above . |
| Severance Plan (non‑CoC) | If involuntarily terminated without Cause: salary continuation up to 6 months (12 months for CEO) + estimated COBRA for 6 months (12 months CEO); no equity acceleration except special make‑whole RSUs per offer letter . |
| Severance Plan (double trigger CoC) | If terminated without Cause or for Good Reason within 12 months post‑CoC (or death/disability): lump sum 12 months salary (24 months CEO) + 100% target annual bonus (200% CEO) + pro‑rated current bonus + 12 months COBRA (18 months CEO) + full acceleration of unvested stock options and other equity; option exercise window extended to 6 months (subject to term) . |
| Definitions | “Cause,” “Good Reason,” “Disability,” and “Change of Control” defined in plan; plan includes 280G “modified cutback” (no excise tax gross‑up) . |
| Illustrative payout estimates (as of 3/29/2025) | Without CoC: Woolard total $2,789,801 (salary continuation $237,500; health $13,600; pro‑rated bonus if death/disability; make‑whole RSU acceleration $2,360,576) . With double‑trigger CoC: Woolard total $5,736,334 (salary $475,000; equity acceleration $4,699,758; health $27,201; cash bonus under plan $534,375) . |
Investment Implications
- Alignment: New‑hire equity is heavily in RSUs/MSUs with three‑year horizons; MSUs align to TSR vs broad Russell 3000 (cap at 100% if absolute TSR negative), and PSUs added at the company level (strategic revenue), signaling balanced market and execution alignment . The program eliminated executive stock options in FY2025, reducing risk and emphasizing full‑value and performance shares .
- Retention and potential selling pressure: Large unvested RSU/MSU tranches begin vesting on March 5, 2026 (50% of the two‑year RSUs and 20% of make‑whole RSUs), with additional sizeable vestings in 2027–2028 and an MSU cliff in 2028. These dates may create periodic liquidity windows; however, trading is subject to policy blackouts and 10b5‑1 practices, and hedging/pledging is prohibited .
- Change‑of‑control economics: Double‑trigger cash (12 months salary + 100% target bonus + pro‑rata) and full equity acceleration could be meaningful; as of FY2025 year‑end estimates, Woolard’s total CoC‑related package is ~$5.74M, primarily equity value, with a 280G cutback provision rather than gross‑ups—moderate governance posture .
- Pay‑for‑performance calibration: Cash bonuses hinge on non‑GAAP operating margin and revenue growth with tight thresholds and caps; FY2025 results (1H 139%, 2H 124%) indicate disciplined pay outcomes tied to strong profitability amid mixed revenue comps, supporting incentive integrity .
- Ownership/skin‑in‑the‑game: As a new hire, Woolard had no beneficial ownership as of May 2025 but is subject to ownership guidelines requiring accumulation within five years, and his equity awards create substantial exposure to shareholder outcomes over the next 2–3 years .
Appendices
Equity Award Detail – Woolard (FY2025)
| Award | Date | Shares/target | Vest terms |
|---|---|---|---|
| RSU (new‑hire) | 3/5/2025 | 37,955 | 50% on 3/5/2026; 50% on 3/5/2027 . |
| MSU (new‑hire) | 3/5/2025 | 9,274 target (2,319 thr; 18,548 max) | Cliff after 3 years; payout 0–200% vs Russell 3000 TSR; cap at 100% if absolute TSR < 0 . |
| RSU (make‑whole) | 3/5/2025 | Sized to $2.5M | 20%/40%/40% over 3 years; accelerates if terminated without Cause (non‑CoC) with release . |
FY2025 Company Performance context (for incentive linkage)
| Metric (FY2025) | Result |
|---|---|
| Revenue | $1.90B (+6% YoY) |
| GAAP operating margin | 21.6% |
| GAAP EPS | $6.00 (record) |
The above sections rely on Cirrus Logic’s 2025 DEF 14A and February 4, 2025 8‑K (including Exhibit 10.1 offer letter) for all compensation, governance, and employment terms ; and 8‑K Item 5.02 and press release for background and new‑hire award mechanics .