William D. Mosley
CIRRUS LOGICAbout William D. Mosley
William D. “Bill” Mosley, age 58, is an independent director of Cirrus Logic (CRUS) since 2024. He is CEO and a director of Seagate Technology Holdings plc (since Oct 2017 and July 25, 2017, respectively) and previously served as Seagate’s President & COO; he joined Seagate in 1996, holding senior roles across operations, technology, R&D, sales, and marketing. Dr. Mosley holds a Ph.D. in Physics from the University of California, Davis, focused on solid-state physics; his tenure on the Cirrus Board is one year as of the 2025 proxy.
Past Roles
| Organization | Role | Tenure (Dates) | Committees/Impact |
|---|---|---|---|
| Seagate Technology | Chief Executive Officer | Oct 2017–present | Led global operations, technology/R&D, sales and marketing; board member since July 25, 2017. |
| Seagate Technology | President & Chief Operating Officer | Jun 2016–Sep 2017 | Senior operating leadership across business lines. |
| Seagate Technology | Senior Engineer; subsequent R&D/ops/sales roles | 1996–2016 | Progressive leadership in operations and technology. |
External Roles
| Organization | Role | Tenure (Dates) | Board Committees |
|---|---|---|---|
| Seagate Technology Holdings plc | Director | Jul 25, 2017–present | Not disclosed in CRUS proxy. |
Board Governance
- Committee assignments: Member, Governance & Nominating Committee (independent); not a committee chair.
- Board independence: Determined independent by Governance & Nominating Committee; six of seven nominees independent (including Mosley).
- Attendance: Board met 12 times in FY25; all directors in service attended at least 75% of aggregate Board+committee meetings and attended the 2024 annual meeting (except one director not standing); committees met Audit 8, Compensation 7, Governance & Nominating 5.
- Board structure and executive sessions: Chair is independent (David J. Tupman); independent directors meet in executive session before/after each regularly scheduled Board meeting.
Fixed Compensation
| Component | Detail | FY25 Amount or Terms |
|---|---|---|
| Cash fees (retainers) | Non-employee director retainers are paid quarterly (Director $17,500; Governance & Nominating member $1,500; chair fees and other committee retainer schedules as noted) | Quarterly schedule: Director $17,500; Governance & Nominating member $1,500; other retainers per table. |
| Cash actually paid FY25 | Fees Earned or Paid in Cash to Mosley | $48,687. |
Quarterly director retainer and committee retainers schedule: Audit Chair $7,500; Audit Member $3,000; Compensation Chair $6,250; Compensation Member $2,500; Governance & Nominating Chair $3,750; Governance & Nominating Member $1,500; Board Chair $18,750; Lead Independent Director $2,500.
Performance Compensation
| Award Type | Grant Date | Grant Value (Fair Value) | Vesting/Terms | Notes |
|---|---|---|---|---|
| Full-value stock award (RSUs/DSUs) | Jul 26, 2024 | $209,886 | Vests at earlier of next annual meeting or one year from grant. | Annual director equity grant (approx $210k). |
| Stock options (initial new director award) | Jul 26, 2024 | $224,968 | 25% vests after one year; remaining vests ratably monthly over next 36 months; exercise price = closing price on grant date. | Program change: initial option award eliminated for future new directors effective as of current annual meeting (May 16, 2025). |
- Plan cap: Aggregate annual compensation to any non-employee director (cash + equity grant date value) capped at $750,000 under the Amended and Restated 2018 LTIP.
- Performance metrics: No performance conditions disclosed for director equity awards (time-based vesting); options and full-value stock awards only.
Other Directorships & Interlocks
| Company | Relationship to CRUS | Potential Interlock/Conflict Note |
|---|---|---|
| Seagate Technology Holdings plc (public) | Mosley is CEO and director | No CRUS-related party transactions disclosed for FY25; Audit Committee oversees related party processes. |
Expertise & Qualifications
- CEO experience; senior management/operations; semiconductor industry knowledge; emerging technologies/business models; enterprise risk management; public company board and governance experience.
- Deep operating exposure across global operations, technology/R&D, and sales/marketing from Seagate career.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of May 13, 2025) | “—” shares beneficially owned; <1% of outstanding shares. |
| Outstanding equity (FY25 year-end) | 4,163 options; 1,624 RSUs outstanding. |
| Ownership guidelines (non-employee directors) | Must hold either 3× annual cash retainer or 4,500 shares; expected within 5 years of initial election. |
| Compliance status | All executive officers and non-employee directors whose phase-in completed met guidelines as of Mar 29, 2025; Mosley joined in 2024 and is within phase-in period. |
| Hedging/pledging | Prohibited; no short selling, hedging, pledging, or derivatives on Company stock. |
Governance Assessment
- Alignment and engagement: Independent status, committee service on Governance & Nominating, and >75% attendance support board effectiveness and oversight; Board conducts annual self-evaluations; independent director executive sessions held regularly.
- Compensation mix: FY25 total director compensation for Mosley was $483,541 (cash $48,687; stock awards $209,886; option award $224,968); subsequent program change eliminates initial options for future new directors, indicating a shift toward full-value equity (lower risk, tighter dilution).
- Ownership alignment: Mosley currently shows no beneficial shares within 60 days of the ownership date but holds outstanding RSUs and options; subject to stock ownership guidelines with a five-year phase-in, which mitigates near-term alignment concerns.
- Conflicts and related-party exposure: No related-party transactions disclosed for FY25; robust Audit Committee process for related-party reviews; Section 16 compliance noted with one late Form 4 for a different officer, not Mosley.
- Shareholder signals: Say-on-pay approval at 95% in 2024 indicates strong investor support for compensation governance; board retains clawback policy and double-trigger change-of-control design for executives (positive governance baseline).
RED FLAGS
- Current beneficial ownership appears de minimis (<1%) as of May 13, 2025; while within the five-year phase-in window, investors may monitor pace of ownership accumulation for alignment.
Positive Signals
- Independent governance posture and active committee framework; elimination of initial option awards for directors aligns with prevailing best practices; prohibition on hedging/pledging strengthens alignment.