Jeffrey W. Baumgartner
CIRRUS LOGICAbout Jeffrey W. Baumgartner
Jeffrey W. Baumgartner is Executive Vice President, Research & Development at Cirrus Logic; he was appointed EVP in December 2024 after serving as VP, R&D since October 2018, and he joined Cirrus in 1998 as a design engineer (age 51) . Company performance under the 2022 MSU grant delivered a 167% payout based on 3-year TSR percentile of 67% versus the comparator index, indicating strong relative shareholder returns over that window . Cirrus reported FY2025 revenue of $1.90 billion (+6% YoY), GAAP operating margin 21.6%, and record GAAP EPS of $6.00; cash and investments were $834.8M with 2.3M shares repurchased at $112.33 average, framing a solid backdrop for pay-for-performance programs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cirrus Logic | EVP, Research & Development | Dec 2024–present | Oversees R&D across audio and HPMS programs . |
| Cirrus Logic | VP, Research & Development | Oct 2018–Dec 2024 | Led R&D execution, product development . |
| Cirrus Logic | VP, Silicon Development / VP, Engineering | 2015–2018 | Advanced silicon and engineering leadership . |
| Cirrus Logic | Design Engineer; Engineering Management | 1998–2006+ | Early technical roles; transitioned to management in 2006 . |
External Roles
None disclosed in company proxy filings .
Fixed Compensation
| Item | FY2024 | FY2025 | Notes |
|---|---|---|---|
| Base Salary | $430,000 | $457,000 | FY2025 set during FY2024 review; Baumgartner was an EVP but not an FY2025 NEO. |
| Semiannual Target Bonus % | 37.5% of salary | 37.5% of salary | Applies to non-CEO NEOs per program design. |
| Target Total Cash Compensation | $752,500 | $799,750 | Two semiannual bonuses at 100% payout assumption. |
| Actual Non-Equity Incentive Plan Compensation (FY) | $315,006 | — | FY2025 actuals for Baumgartner not disclosed; he was not an FY2025 NEO. |
Performance Compensation
Cash Incentive Plan (semiannual)
The Incentive Plan Pay-Out Percentage = Operating Profit Payout × Revenue Growth Multiplier; operating profit payout is 0% below 10% margin, 100% at 26% margin, scaling to 200% at 35%+; revenue multiplier is 100% at ≤10% YoY growth, scaling linearly to 200% at ≥20%+ .
| Period | Metric | Target | Actual | Payout (%) | Vesting |
|---|---|---|---|---|---|
| 1H FY2025 | Operating Profit Margin (Non-GAAP) | 26% | 25% | — | Cash, paid semiannually . |
| 1H FY2025 | Revenue Growth | n/a | +15% | — | Cash, paid semiannually . |
| 1H FY2025 | Incentive Plan Pay-Out Percentage | 100% | 139% | 139% | Cash. |
| 2H FY2025 | Operating Profit Margin (Non-GAAP) | 26% | 28% | — | Cash, paid semiannually . |
| 2H FY2025 | Revenue Growth | n/a | −1% | — | Cash, paid semiannually . |
| 2H FY2025 | Incentive Plan Pay-Out Percentage | 100% | 124% | 124% | Cash. |
Equity Programs
- MSUs (Market Stock Units): 3-year cliff vest, payout 0–200% vs Russell 3000 TSR percentile; threshold 25%=25%, target 50%=100%, max ≥75%=200%; negative absolute TSR caps payout at 100% .
- PSUs (Performance Stock Units): FY2026–FY2028 strategic revenue (PC, auto, industrial) goals; each year pays 50%/100%/200% of annual baseline one-third tranche; vest after results disclosure each year .
- FY2022 MSU Outcome: 167% payout for awards granted Mar 2, 2022 (3-year period) .
FY2024 Equity Grants and Values (Baumgartner)
| Type | Grant Date | Target/Units | Value Basis | Value |
|---|---|---|---|---|
| Stock Awards (RSUs + PBRSUs) | FY2024 | — | Grant date fair value per FASB ASC 718 | $666,895 |
| Option Awards | FY2024 | — | Grant date fair value per FASB ASC 718 | $333,337 |
| Unvested RSUs (FY-end) | 2/8/2024 | 3,576 | FY-end market value | $330,995 |
| Unearned PBRSUs (FY-end) | 2/8/2024 | 4,714 | FY-end market value | $436,328 |
Vesting schedules:
- RSUs: 3-year cliff vest .
- Options: 4-year vest; older grants 25% at year 1 then monthly over 36 months; more recent grants 25% annually over 4 years (series of installments) .
- MSUs: 3-year cliff; PSUs: annual vest per performance .
Equity Ownership & Alignment
- Beneficial Ownership (FY2024): 65,368 shares (less than 1%) .
- 2023 Ownership Composition: 47,974 options exercisable + 6,110 shares held directly .
- Options and Unvested Equity (FY2024 year-end):
- Options exercisable/unexercisable by grant:
- 30,000 / — @ $38.34 exp. 5/2/2028
- 3,907 / — @ $41.49 exp. 11/7/2028
- 7,000 / — @ $68.56 exp. 11/6/2029
- 7,167 / 2,389 @ $78.00 exp. 3/3/2031
- 3,740 / 3,742 @ $88.00 exp. 3/2/2032
- 1,753 / 5,256 @ $102.37 exp. 2/6/2033
- — / 8,386 @ $93.24 exp. 2/8/2034
- Unvested RSUs: 3,220 (3/2/2022), 3,012 (2/6/2023), 3,576 (2/8/2024) .
- Unearned PBRSUs/MSUs: 2,596 (3/2/2022), 542 (2/6/2023), 4,714 (2/8/2024) .
- Options exercisable/unexercisable by grant:
- Policies:
- Stock ownership guidelines for executive officers: lesser of 1× salary or 10,000 shares; to be met within 5 years; all executives whose phase-in was complete met the guidelines as of March 29, 2025 .
- Prohibitions: no hedging, pledging, short sales, or derivatives transactions in Company stock .
Employment Terms
- Severance Plan (amended and restated Aug 24, 2023): covers CEO and officers VP+ reporting to CEO; non-CoC involuntary termination benefits include salary continuation (6 months for executives), and COBRA premium reimbursement (6 months) .
- Change-of-Control: double-trigger required; lump-sum salary (12 months for executives), 100% of annual target bonus plus prorated current-period target bonus, full acceleration of unvested equity, COBRA premiums (12 months); option exercise window extended to 6 months post-termination (subject to option expiry); no excise tax gross-ups .
- Estimated CoC benefits (illustrative):
- As of Mar 30, 2024: Lump sum salary $430,000; accelerated equity $1,618,888; health $27,534; cash bonus $483,750; total $2,560,172 .
- As of Mar 25, 2023: Lump sum salary $400,000; accelerated equity $2,285,336; health $26,629; cash bonus $450,000; total $3,161,964 .
- As of Mar 26, 2022: Lump sum salary $400,000; accelerated equity $2,167,482; health $25,619; cash bonus $450,000; total $3,043,100 .
- Non-CoC termination (death/disability or involuntary not for cause; as of Mar 30, 2024): salary continuation $215,000; health benefits $13,767; Incentive Plan cash bonus $161,250; total $390,017 .
Clawback policy: maintained and compliant with Exchange Act Rule 10D-1 and applicable listing requirements .
Multi-Year Compensation (Summary Compensation Table)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 430,577 | 666,895 | 333,337 | 315,006 | 10,461 | 1,756,276 |
| 2023 | 400,000 | 616,727 | 308,339 | 506,596 | 9,152 | 1,840,814 |
| 2022 | 378,270 | 566,791 | 283,335 | 666,727 | 8,899 | 1,904,021 |
Company Performance Context (for pay alignment)
| Metric | FY2020 | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|---|---|
| Revenue ($) | 1,281,124,000* | 1,369,230,000* | 1,781,460,000* | 1,897,617,000* | 1,788,890,000* | 1,896,077,000* |
| EBITDA ($) | 263,642,000* | 284,617,000* | 428,399,000* | 416,625,000* | 393,717,000* | 461,310,000* |
Values retrieved from S&P Global.*
Compensation Structure Analysis
- Equity mix shifting: FY2025 eliminated executive stock option grants in favor of RSUs, MSUs, and new PSUs—reduces risk versus options and tightens performance linkage via TSR and strategic revenue goals .
- At-risk pay remains high: cash incentive contingent on non-GAAP operating margin and revenue growth; equity contingent on TSR percentile and strategic revenue execution .
- Governance safeguards: clawback policy; prohibition on hedging/pledging; double-trigger CoC vesting; no excise tax gross-ups .
Say-on-Pay, Peer Group, and Committee Practices
- Say-on-Pay approval: 95% support at 2024 annual meeting, indicating strong shareholder backing of the program .
- Compensation consultant: Compensia engaged; peer group maintained with updates; FY2025 peers include ALGM, MPSI, DIOD, ENTR, FSLR, FORM, KN, LSCC, MACOM, MAXL, MPWR, POWL, QRVO, SMTC, SILC, SWKS, SYNA, WOLF (revenues ~$0.6–$5.5B; market cap ~$1.3–$25.8B) .
- Stock ownership guidelines: all executives with completed phase-in met requirements .
Investment Implications
- Alignment and retention: Baumgartner’s substantial unvested RSUs, PBRSUs/MSUs, and unexercised options create strong retention incentives; prohibition on hedging/pledging and ownership guidelines further align interests with shareholders .
- Performance-linked upside: MSU outcomes (167% payout for 2022 grant) and strategic revenue PSUs (FY2026–FY2028) tie equity realizations to TSR and execution into new markets; monitoring PC/auto/industrial design-wins and strategic revenue traction is key .
- Cash incentive sensitivity: semiannual bonuses scale with operating margin and revenue growth; watch for margin resilience and revenue growth inflections that can increase payout factors (cap 250%) .
- Change-of-control economics: double-trigger design with full equity acceleration supports neutrality in M&A scenarios but avoids single-trigger windfalls; no tax gross-ups reduces shareholder risk .
- Trading signals: While Form 4 activity is not summarized here, upcoming vest dates (RSUs 3-year cliffs; MSUs 3-year cliffs; PSUs annual) and option expirations may create periodic selling pressure; monitor vesting calendars and 10b5-1 plans alongside earnings catalysts .