Raghib Hussain
CIRRUS LOGICAbout Raghib Hussain
Raghib Hussain (age 54) is an independent director of Cirrus Logic, Inc. (CRUS) since 2021, currently serving on the Compensation and Human Resources Committee. He became CEO of Altera (an Intel subsidiary) in May 2025, and previously held senior roles at Marvell Technology and co-founded Cavium; he holds a B.S. in Computer Systems Engineering (NED University), an M.S. in Computer Engineering (San Jose State), and more than 40 patents in networking and security . The Board affirms his independence under Nasdaq/SEC standards, and he is one of six independent directors among seven nominees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marvell Technology, Inc. | President, Products & Technologies | Apr 2021–May 2025 | Oversaw strategy, product roadmaps, innovation, and growth; led CTO office |
| Marvell Technology, Inc. | Chief Strategy Officer; EVP Networking & Processors | Jul 2018–Apr 2021 | Strategy, group leadership and long-term technology vision |
| Cavium, Inc. | Co‑Founder, CTO, COO | 2001–2018 | Built portfolio across compute, security, storage, switching, connectivity, baseband; company acquired by Marvell in 2018 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Altera (Intel subsidiary) | Chief Executive Officer | May 2025–present | Programmable hardware/software supplier |
Board Governance
- Committee assignments: Member, Compensation and Human Resources Committee (independent; committee had 7 meetings in FY25) .
- Independence: Determined independent (one of six independent nominees) .
- Attendance and engagement: Board held 12 meetings in FY25; all directors attended ≥75% of Board plus committee meetings. Directors are expected to attend the Annual Meeting; all directors in service attended the 2024 meeting except one director not standing for re‑election .
- Executive sessions and leadership: Independent directors meet in executive session at each regular meeting; Chair of the Board is separate from CEO (Chair: David Tupman) .
- Oversight: Full Board retains oversight of AI strategy and risks; cross‑functional AI Steering Committee supports governance .
Fixed Compensation
| Component | FY25 Amount / Terms | Notes |
|---|---|---|
| Quarterly Director Retainer | $17,500 per quarter | Cash |
| Compensation Committee Member Retainer | $2,500 per quarter | Cash |
| Director Fees Earned (Hussain) | $82,885 (FY25) | Includes Board and committee retainers |
| Equity – Annual Full‑Value Stock Award | $209,886 grant‑date fair value (Jul 26, 2024) | Vests at earlier of next annual meeting or 1 year; typical target up to $210,000 |
| Options (Director Program) | None granted to Hussain in FY25; Board eliminated initial option grants for new directors effective 2025 Annual Meeting | |
| Total Director Compensation (Hussain) | $292,770 (FY25) | Cash + equity |
Performance Compensation
Cirrus does not use performance‑based equity for non‑employee directors; director equity grants are time‑based full‑value awards vesting at the next annual meeting or one year from grant .
Company performance metrics overseen by the Compensation Committee (relevant to Hussain’s committee role):
| Metric | 1H FY25 (older) | 2H FY25 (newer) |
|---|---|---|
| Incentive Plan Pay‑Out Percentage | 139% | 124% |
| Operating Profit Margin (Non‑GAAP) | 25% | 28% |
| GAAP Operating Profit Margin | 20% | 24% |
| Revenue Growth | 15% | −1% |
- Semiannual bonus formula: Bonus = Base Salary × Semiannual Target Bonus % × Incentive Plan Pay‑Out %; Pay‑Out % = Operating Profit Payout × Revenue Growth Multiplier (0–250% cap) .
- Market Stock Units (MSUs): 3‑year TSR relative to Russell 3000; payout 0–200%; max 100% if absolute TSR negative . FY22 MSUs paid out at 167% based on 67th percentile TSR versus Philadelphia Semiconductor Index (legacy comparator) .
- Performance Stock Units (PSUs): 3‑year performance, annual vest tranches tied to strategic revenue and YoY strategic revenue growth (threshold 50%, target 100%, max 200% per year) .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict | Disclosure |
|---|---|---|---|
| Altera (Intel subsidiary) | CEO | None disclosed between CRUS and Altera/Intel | No related party transactions required to be disclosed for FY25 |
Expertise & Qualifications
- Senior management and operations; semiconductor industry; deep technical expertise; enterprise risk management; public company governance; international business .
- M&A and business development experience; culture/human capital management; extensive B2B sales/marketing knowledge .
- Education: B.S. (NED University); M.S. (San Jose State); 40+ patents in networking/security .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (as of May 13, 2025) | 13,742 shares; <1% of outstanding |
| Breakdown (60‑day window) | 6,785 shares via options exercisable within 60 days; 6,957 shares held directly |
| FY25 Outstanding Awards | 7,238 options outstanding; 1,624 RSUs outstanding (at FY25 year‑end) |
| Ownership Guidelines | Non‑employee directors must hold either 3× annual cash retainer or 4,500 shares; all subject directors with completed phase‑in are in compliance as of Mar 29, 2025 |
| Hedging/Pledging | Prohibited under company policies; no hedging, pledging, short sales, or derivative transactions in Company stock |
Governance Assessment
- Strengths: Independent director; active on Compensation Committee; Board/committee attendance expectations met (≥75%); separation of Chair/CEO; executive sessions; robust clawback for executives; prohibition of hedging/pledging; stock ownership guidelines (Hussain meets share guideline by direct holdings exceeding 4,500 shares) .
- Compensation and alignment: Director pay is a balanced cash plus full‑value equity mix with grant‑date value ~$210k; Board eliminated initial stock options for new directors in 2025, reducing risk‑taking incentives for directors. Company executive incentives use clear performance curves (Operating Profit Margin, revenue growth) and relative TSR MSUs, plus strategic revenue PSUs, indicating thoughtful pay‑for‑performance oversight by the committee .
- Investor signals: Prior say‑on‑pay approval was strong (95% in 2024), supporting confidence in compensation governance .
- Conflicts/Red flags: No related party transactions disclosed for FY25; section 16 compliance issues did not involve Hussain (one late Form 4 pertained to Interim CFO). Concurrent CEO role at Altera is notable but independence is affirmed and no related‑party transactions are reported; ongoing monitoring advisable for potential ecosystem overlaps .
Director Compensation Structure Detail (FY25)
| Retainer Type | Quarterly Amount |
|---|---|
| Director Retainer | $17,500 |
| Compensation Committee Member | $2,500 |
Committee Attendance Context (FY25)
| Committee | Meetings Held |
|---|---|
| Compensation and Human Resources | 7 |
Insider Filings
- Section 16 compliance: Company reports timely filings in FY25 except one late Form 4 for then‑Interim CFO; no late filings disclosed for Hussain .