John M. Forsyth
CIRRUS LOGICAbout John M. Forsyth
John M. Forsyth, 51, is President and CEO of Cirrus Logic (since Jan 2021) and a director (since 2021). He previously served as President (Jan 2020), Chief Strategy Officer (Jun 2018), and VP of Product Marketing after joining Cirrus via the 2014 Wolfson acquisition; he holds an M.A. in Social Science from the University of Glasgow (1995) . Under his leadership in FY2025, Cirrus delivered revenue of $1.90B (+6% YoY), GAAP operating margin of 21.6%, record GAAP EPS of $6.00, $834.8M in cash and investments, and $261.0M of buybacks (2.3M shares at $112.33); pay-versus-performance shows Company TSR value $161 on a $100 base and Operating Profit Margin of 26.5% for FY2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cirrus Logic | President & CEO | 2021–present | Led expansion in high-performance mixed-signal; delivered record EPS and resumed significant buybacks in FY2025 . |
| Cirrus Logic | President | 2020–2021 | Oversaw core business and HPMS expansion prior to CEO role . |
| Cirrus Logic | Chief Strategy Officer | 2018–2020 | Set strategic direction across audio/HPMS and new markets . |
| Cirrus Logic | VP, Product Marketing | 2014–2018 | Drove product/market strategy post-Wolfson acquisition . |
| Wolfson Microelectronics | VP, Audio Products | pre-2014–2014 | Audio leadership; integration into Cirrus following acquisition . |
External Roles
| Organization | Role | Years | Committees |
|---|---|---|---|
| Lattice Semiconductor (NASDAQ: LSCC) | Independent Director | 2023–present | Compensation; Nominating & Governance . |
Fixed Compensation
- Summary (structure): Base salary plus semiannual cash bonus under the 2007 Management and Key Individual Contributor Incentive Plan (Operating Profit Margin and revenue growth), with bonus caps and a company-wide payout cap .
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary | $700,000 | $675,619 | $695,000 |
| Target Bonus Opportunity (semiannual; as % of salary) | 62.5% of annual salary per half-year | 62.5% per half-year | 62.5% per half-year |
| Actual Bonus Paid (Non-Equity Incentive Plan) | $1,182,058 | $799,969 | $1,144,174 |
Semiannual bonus formula (FY2025): Incentive Plan Pay-Out = Operating Profit Payout × Revenue Growth Multiplier; payouts realized were 139% (H1) and 124% (H2) .
| FY2025 Bonus Period | Operating Profit Margin (non-GAAP) | Revenue Growth | Incentive Plan Pay-Out % |
|---|---|---|---|
| 1H FY2025 | 25% | 15% | 139% |
| 2H FY2025 | 28% | -1% | 124% |
Perquisites: Minimal; executives participate in broad-based benefits with up to $500 annual physical reimbursement and standard 401(k) match; no significant perquisites reported for CEO .
Performance Compensation
- Vehicle mix: RSUs (time-based, 3-year cliff), MSUs (3-year relative TSR vs Russell 3000, 0–200% payout; capped at 100% if absolute TSR is negative), and PSUs (3-year performance period with annual vesting based on “strategic revenue” and YoY growth, 0–200% per year). No stock options were granted in FY2025 (options outstanding from prior years remain) .
| Award Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Cash Incentive (semiannual) | Non-GAAP Operating Profit Margin and Revenue Growth | Formula-based (product of curves) | 26% OPM and ≤10% revenue growth yields 100% payout | 139% in 1H; 124% in 2H FY2025 | Semiannual cash |
| MSUs (granted FY2025) | Relative TSR vs Russell 3000 | 1/3 of equity grant value for CEO | 50th percentile = 100% | 3-year performance; prior FY22 MSUs paid at 167% (67th percentile) | Cliff vest at end of 3-year period |
| PSUs (granted FY2025) | Strategic revenue and YoY growth (FY2026–FY2028) | 1/3 of equity grant value for CEO | Threshold 50%, Target 100%, Max 200% per year | Determined annually vs goals; unreported for FY2025 cohort | Annual vest after results each year |
| RSUs (granted FY2025) | Time-based | 1/3 of equity grant value for CEO | N/A | Time-vested | 3-year cliff |
FY2025 CEO equity grants (granted 2/6/2025):
- RSUs: 25,541 units; grant-date value $2,666,736; 3-year cliff vest (2/6/2028) .
- MSUs: target 15,229 (threshold 3,807; max 30,458); grant-date value $2,666,750; 3-year performance (relative TSR) .
- PSUs: target 25,541 (threshold 12,771; max 51,082); grant-date value $2,666,736; annual vesting FY2026–FY2028 on strategic revenue metrics .
MSU performance history: FY2022 grant paid at 167% for a 67th percentile TSR outcome vs index .
Pay-versus-performance (FY2025): Compensation Actually Paid to CEO $11,988,248; Company TSR value $161; GAAP Net Income $331.5M; Operating Profit Margin 26.5% .
Equity Ownership & Alignment
- Beneficial ownership (May 13, 2025): 199,454 shares, including 126,925 options exercisable within 60 days and 72,529 shares held directly; <1% ownership of 51,897,835 shares outstanding .
- Ownership guidelines: CEO must hold the lesser of 3x salary or 60,000 shares; all executives with completed phase-in met guidelines as of Mar 29, 2025 .
- Hedging/pledging: Prohibited for directors, officers, employees (no shorts, derivatives, or pledging) .
- Outstanding CEO equity at FY2025 year-end (Mar 29, 2025):
- Options: multiple tranches with strikes $38.15, $41.49, $68.56, $78.00, $88.00, $93.24, $102.37; expirations 2028–2034; vesting per disclosed schedules .
- Unvested RSUs/MSUs/PSUs and indicative values at $99.51 share price (3/28/2025): RSUs 21,166 ($2.11M), 25,026 ($2.49M), 25,541 ($2.54M); MSUs 30,478 ($3.03M), 32,986 ($3.28M), 30,458 ($3.03M); PSUs 51,082 ($5.08M) .
- In-the-money assessment at FY-end: With $99.51 price, options with strikes below $99.51 (e.g., $38.15–$93.24) were in-the-money while $102.37 was out-of-the-money at that date .
| Beneficial Ownership (CEO) | Amount |
|---|---|
| Total beneficial shares | 199,454 (<1%) |
| Of which options exercisable within 60 days | 126,925 |
| Shares held directly | 72,529 |
| Shares outstanding (denominator) | 51,897,835 |
Employment Terms
- Severance Plan (amended Aug 24, 2023):
- Without Change in Control (CoC): CEO receives 12 months base salary and 12 months COBRA premiums; no automatic equity acceleration .
- CoC (double-trigger within 12 months): CEO receives 24 months base salary, 200% of target annual bonus plus prorated current-period target bonus, full acceleration of unvested equity, and 18 months COBRA; 280G cutback applies for best after-tax outcome .
- Clawback overlay: severance amounts can be recouped if later-discovered “Cause”; additive to SEC/Nasdaq clawback policy .
- Illustrative CEO CoC economics (assuming termination at 3/29/2025 and $99.51 share price): $1.39M salary, $2.172M cash bonus under plan terms, $14.743M accelerated equity, $40.8K COBRA; total ~$18.346M .
Board Governance and Roles
- Board service at Cirrus: Director since 2021; 4 years on Board; age 51 .
- Leadership structure: CEO (Forsyth) and Chair are separated; Chair is independent director David J. Tupman; six of seven nominees are independent; Forsyth is not independent .
- Committees: Audit, Compensation & Human Resources, and Governance & Nominating consist solely of independent directors; Forsyth serves on none of the Board committees .
- Board activity: 12 meetings in FY2025; all directors attended ≥75% of Board and committee meetings; independent directors hold executive sessions around each regular Board meeting .
- Director compensation policies apply only to non-employee directors; employee directors (including Forsyth) receive no additional director pay .
Multi‑Year CEO Compensation
| Component | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Salary | $700,000 | $675,619 | $695,000 |
| Stock Awards (RSU/MSU/PSU grant-date fair value) | $4,333,444 | $4,666,854 | $8,000,222 |
| Option Awards | $2,166,673 | $2,333,360 | $0 |
| Non-Equity Incentive Plan Compensation | $1,182,058 | $799,969 | $1,144,174 |
| All Other Compensation | $11,650 | $10,867 | $12,991 |
| Total | $8,393,825 | $8,486,669 | $9,852,387 |
Notes:
- 2025 reflects shift away from options to RSUs/MSUs/PSUs; CEO target total direct compensation positioned between 50th and 75th percentile of peers per Compensation Committee analysis .
Say‑on‑Pay, Peer Group, and Policies
- Say-on-pay result: 95% support at 2024 annual meeting .
- Compensation peer group (Nov 2024): 18 semiconductor/clean-tech names (e.g., Lattice, Qorvo, Silicon Labs, Skyworks, Wolfspeed) sized by revenue/market cap and talent competition factors .
- Consultant: Compensia retained; independence affirmed .
- Clawback: Nasdaq Rule 10D-1 compliant policy adopted Oct 2, 2023; no recoveries to date .
- Risk controls: payout caps, funding caps (12% of non-GAAP operating profit), double-trigger equity acceleration, no repricing, no hedging/pledging, stock ownership guidelines .
- Related parties: No related-party transactions requiring disclosure in FY2025 .
Risk Indicators & Red Flags
- Governance mitigants: Separation of CEO/Chair; fully independent key committees; robust clawback; ownership guidelines; anti-hedging/pledging .
- Process integrity: Compensation Committee composed of independent directors; independent consultant; strong say-on-pay support (95%) .
- Disclosures note one late Form 4 (Interim CFO) due to administrative error; no CEO Section 16 issues reported .
Compensation Structure Analysis
- Mix shift: FY2025 eliminated option grants for executives, increasing reliance on RSUs/MSUs/PSUs—reducing option risk while maintaining performance leverage via relative TSR and strategic revenue PSUs .
- Pay-for-performance: Semiannual bonus directly tied to non-GAAP operating profit margin and revenue growth (1H payout 139%, 2H 124%); MSU FY2022 tranche paid 167% on relative TSR .
- Market positioning: CEO base salary below 25th percentile, but target total direct compensation between 50th–75th percentile reflecting performance, retention, and internal equity considerations .
Equity Vesting & Potential Selling Pressure
- Near-term vesting events for Forsyth (time-based RSUs): 2/6/2026 (FY2023 RSUs), 2/8/2027 (FY2024 RSUs), 2/6/2028 (FY2025 RSUs); MSUs/PSUs vest based on FY2026–FY2028 performance windows, creating potential multi-year delivery cadence .
- Options: Significant in-the-money tranches at FY-end price ($99.51) could be exercised over time, though policy prohibits hedging/pledging and vesting remains staggered; one tranche ($102.37) was OTM at FY-end .
Board Governance (Director-Specific)
- Committees (FY2025): Audit (Chair: Davern), Compensation & HR (Chair: Le), Governance & Nominating (Chair: Lego); Forsyth (employee director) is a non-committee member .
- Attendance: Board met 12 times; directors ≥75% attendance; all directors attended 2024 annual meeting except one not standing for re-election .
- Independence: 6 of 7 nominees independent; lead independent governance through independent Chair structure .
Employment & Contracts Summary
| Term | CEO Provision |
|---|---|
| Severance (no CoC) | 12 months base salary + 12 months COBRA; no equity acceleration . |
| Change-of-Control (double-trigger) | 24 months salary + 200% target bonus + prorated target bonus + full equity acceleration + 18 months COBRA; 280G cutback to optimize after-tax . |
| Clawback | SEC/Nasdaq 10D-1 policy; separate severance recoupment for post-termination Cause . |
Investment Implications
- Alignment: Strong pay-for-performance design (semiannual cash tied to profit and growth; MSUs on relative TSR; PSUs on strategic revenue) aligns CEO incentives with shareholder value creation; ownership guidelines and anti-hedging/pledging strengthen alignment .
- Retention: Significant unvested RSUs/MSUs/PSUs and double-trigger CoC terms reduce flight risk; elimination of new option grants shifts risk profile toward full-value shares but preserves performance linkage via MSUs/PSUs .
- Governance quality: Independent board leadership, independent committees, high say-on-pay support, and robust clawback mitigate governance risk; no related-party transactions reported .
- Trading signals: FY2025 bonuses above target (139%/124%) and 167% MSU payout for FY2022 cohort indicate performance momentum; watch cadence of RSU/MSU/PSU vesting (2026–2028) as potential supply events, though policy constraints and staggered schedules moderate selling pressure .