Justin Dougherty
CIRRUS LOGICAbout Justin Dougherty
Justin Dougherty is Executive Vice President, Global Operations at Cirrus Logic (appointed December 2024), age 49 as of the 2025 Annual Meeting. He joined Cirrus in 2013 and advanced through Engineering Operations leadership roles, serving as VP Engineering Operations (2019–2022) and SVP Global Operations (2022–2024) before becoming EVP; he originally joined as Senior Manager of Product and Test Engineering . Company performance context for his incentive framework: FY2025 revenue was $1.90B (+6% YoY), GAAP operating profit 21.6%, record GAAP EPS $6.00, and $834.8M cash/investments; the firm repurchased 2.3M shares ($261.0M) at an average $112.33 . MSUs granted in FY2022 paid out at 167% based on a 67th percentile TSR vs the comparison index, evidencing above-median shareholder return over that period . Say‑on‑pay support was 95% in 2024, indicating broad shareholder endorsement of the program’s pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cirrus Logic | EVP, Global Operations | Dec 2024–present | Oversees global operations execution, retention and delivery against HPMS and audio product strategies |
| Cirrus Logic | SVP, Global Operations | Nov 2022–Dec 2024 | Scaled operations during period of revenue growth and strong non-GAAP margin performance informing incentive payouts |
| Cirrus Logic | VP, Engineering Operations | Jun 2019–Nov 2022 | Led engineering operations supporting product execution that underpinned TSR-linked MSUs awarded in 2022 |
| Cirrus Logic | Sr. Manager, Product & Test Engineering | 2013–2019 | Built foundational test engineering capabilities for audio and HPMS product lines |
External Roles
- No external directorships or roles disclosed for Justin Dougherty .
Fixed Compensation
| Item | FY2025 | FY2026 (effective) |
|---|---|---|
| Base Salary | $457,000 | $470,710 (3% increase) |
| Semiannual Target Cash Bonus Opportunity (% of base) | 37.5% | 37.5% |
| Target Total Cash Compensation | $799,750 (base + two semiannual targets) | $823,743 |
| Actual First-Half Cash Bonus | $238,985 | — |
| Actual Second-Half Cash Bonus | $212,429 | — |
| FY2025 Total Cash Compensation | $908,414 | — |
Performance Compensation
Cash Incentives – Semiannual Incentive Plan Structure and Results
| Period | Metric | Target | Actual | Payout | Vesting/Payment |
|---|---|---|---|---|---|
| H1 FY2025 | Operating Profit Margin (non-GAAP) | 26% corresponds to 100% payout | 25% | Operating profit payout component per curve; combined Incentive Plan Pay-Out 139% | Paid after semiannual period |
| H1 FY2025 | Revenue Growth | 10% or lower corresponds to 100% multiplier | +15% | Revenue growth multiplier >100% per linear slope; combined 139% | Paid after semiannual period |
| H2 FY2025 | Operating Profit Margin (non-GAAP) | 26% corresponds to 100% payout | 28% | Operating profit payout component >100%; combined Incentive Plan Pay-Out 124% | Paid after semiannual period |
| H2 FY2025 | Revenue Growth | 10% or lower corresponds to 100% multiplier | −1% | Multiplier at 100% floor; combined 124% | Paid after semiannual period |
Notes:
- Incentive Plan Pay-Out Percentage = Operating Profit payout × Revenue Growth multiplier; capped at 250% with an aggregate Company cap of 12% of non-GAAP operating profit .
- Justin’s semiannual target cash bonus: 37.5% of base salary; actual bonuses reflect the Incentive Plan Pay-Out Percentage above .
FY2025 Equity Grants (Award Values and Performance Conditions)
| Award Type | Grant Date | Target/Units | Grant-date Fair Value | Performance Metric | Payout Curve | Vesting |
|---|---|---|---|---|---|---|
| RSU | 2/6/2025 | 4,470 units | $466,713 | Time-based | N/A | 100% cliff at 3-year anniversary (2/6/2028) |
| MSU | 2/6/2025 | Target 5,330 units | $466,668 | Relative TSR vs Russell 3000 | 0% (<25th pct), 100% at 50th pct, 200% at ≥75th pct; capped at 100% if TSR negative | 3-year cliff after performance period |
| PSU | 2/6/2025 | Target 8,940 units | $466,713 | Strategic revenue and YoY growth (FY2026–FY2028) | 50% threshold, 100% target, 200% max per year; straight-line interpolation | Annual vesting post each fiscal year’s results (FY26–FY28) |
Historical Performance Outcome Reference:
- MSUs granted 3/2/2022 paid at 167% based on a 67th percentile TSR relative to the comparison index for that period .
Equity Ownership & Alignment
| Component | Amount/Detail |
|---|---|
| Total Beneficial Ownership | 19,059 shares (less than 1% of outstanding) |
| Directly Held Shares | 6,334 |
| Options (exercisable within 60 days) | 12,725 |
| Ownership as % of SO | <1% of 51,897,835 SO (as of May 13, 2025) |
| Stock Ownership Guidelines | Execs must hold the lesser of 1x salary or 10,000 shares; compliance required within 5 years of appointment; all execs whose phase-in completed met guidelines as of Mar 29, 2025 |
| Hedging/Pledging | Prohibited: no hedging, pledging, short sales, or derivatives |
Outstanding Equity Detail (as of Mar 29, 2025):
- Options:
• 1,255 @ $78.00, exp 3/3/2031
• 5,281 exercisable / 1,761 unexercisable @ $88.00, exp 3/2/2032
• 3,505 / 3,504 @ $102.37, exp 2/6/2033
• 2,097 / 6,289 @ $93.24, exp 2/8/2034
Vesting mechanics: grants in 2023/2024 vest 25% on each of the four anniversaries; older grants vest 25% at year 1 and 1/36 monthly thereafter . - Unvested RSUs: 3,012 (2/6/2023), 3,576 (2/8/2024), 4,470 (2/6/2025); each vest 100% at 3-year anniversary .
- Unearned performance units: MSUs target 4,338 (2023), 4,714 (2024), 5,330 (2025); PSUs target 8,940 (2025) .
Employment Terms
| Provision | Terms |
|---|---|
| Severance Plan | Executive Severance and Change of Control Plan (amended Aug 24, 2023); double-trigger required for acceleration on change of control |
| Change-of-Control Economics (hypothetical on Mar 29, 2025) | Lump sum salary: $457,000; Accelerated vesting value: $2,320,469; Health benefits: $27,201; Cash bonus under plan: $514,125; Total: $3,318,795 |
| Bonus Treatment (CoC) | 100% of annual target bonus plus prorated target for current bonus period |
| Clawback | Maintained and administered by Compensation Committee; compliant with Exchange Act Rule 10D‑1 and listing requirements |
| Tax Gross‑ups | None on change-of-control payments |
| Non‑compete/Non‑solicit | Not disclosed in proxy |
| Perquisites | Minimal; reimbursement up to $500 for annual physical, executives otherwise in broad-based programs |
Performance Compensation – Program Design Reference
| Element | Design Highlights |
|---|---|
| Cash Incentive | Semiannual payout based on non‑GAAP Operating Profit Margin curve and Revenue Growth multiplier; overall cap at 250% and aggregate Company cap of 12% of non‑GAAP operating profit |
| MSUs | Relative TSR vs Russell 3000; 0–200% payout; capped at 100% if negative TSR; 3-year cliff vest |
| PSUs | Strategic revenue and YoY growth goals for FY26–FY28; 50/100/200% payout levels with annual vesting |
| RSUs | Time-based 3-year cliff vest; retention-focused |
Investment Implications
- Alignment: Prohibition on hedging/pledging, robust stock ownership guidelines, and heavy use of performance-based equity (MSUs/PSUs) indicate strong alignment with shareholder outcomes; historical MSU payout at 167% confirms above-median TSR delivery during the prior cycle .
- Retention: Significant unvested RSUs (three cohorts) and multi-year MSU/PSU tranches create retention hooks through FY2028; double-trigger change-of-control vesting reduces windfall risk and encourages focus on long-term value creation .
- Selling Pressure: Largest potential supply windows align with 100% cliff RSU vesting dates (2/6/2026, 2/8/2027, 2/6/2028) and annual PSU vesting post FY26–FY28 results; option vesting includes annual cliffs and monthly schedules that could create ongoing, smaller supply increments .
- Pay-for-Performance: FY2025 semiannual cash payouts at 139% and 124% matched strong non‑GAAP operating margins and revenue outcomes; equity awards balanced across RSUs/MSUs/PSUs reinforce both relative TSR and strategic revenue execution, consistent with shareholder-endorsed program (95% 2024 say‑on‑pay) .