Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
Base Salary Adjustments
On September 18, 2017, as part of its annual review of executive compensation, the Compensation Committee (the “Committee”) of the Board of Directors of Cirrus Logic, Inc. (the “Company”) approved the following salary increases effective immediately for the Company’s named executive officers:
Named Executive Officer
|
Position
|
Prior Salary
|
New Salary
|
Jason P. Rhode
|
President and Chief Executive
Officer
|
$750,000
|
$800,000
|
Thurman K. Case
|
Vice President, Chief
Financial Officer and
Principal Accounting Officer
|
$364,000
|
$391,300
|
Scott A. Anderson
|
Senior Vice President and
General Manager, Mixed-
Signal Audio Division
|
$340,000
|
$357,000
|
Gregory S. Thomas
|
Vice President, General
Counsel and Corporate
Secretary
|
$350,000
|
$367,500
|
Jo-Dee M. Benson
|
Vice President and
Chief Culture Officer
|
$340,000
|
$357,000
|
Amendment to the 2007 Management and Key Individual Contributor Incentive Plan
On September 18, 2017, the Committee also amended Schedule A of the 2007 Management and Key Individual Contributor Incentive Plan, as amended and restated as of May 20, 2016 (the “Incentive Plan”). On May 25, 2016, the Incentive Plan was filed with Registrant’s Report on Form 10-K for the fiscal year ended March 26, 2016.
In particular, following the Committee’s amendments, the Target Incentive Factors for each six-month plan cycle (as shown in Schedule A of the Incentive Plan) are as follows:
Level
|
Target Incentive Factor
|
CEO
|
75%
|
Direct Reports to the CEO at the
Vice President Level and above
|
37.5%
|
Other Management and Key
Individual Contributors
|
5 – 32.5%
|
The Committee considers a broad range of factors when adjusting compensation, including company and individual performance, the strategic importance of an executive’s position, history of pay adjustments, internal pay equity, the executive’s time in the position, and comparability with peer companies and market data. For example, the Committee considers comparable external pay practices of peer companies and aims to set base salary and target total cash compensation (including salary and target Incentive Plan payout) with reference to the 50th percentile for positions of similar scope and responsibility at those peer companies, with the potential to earn above this level for higher levels of performance.
These factors, and particularly strong company and individual performance over the prior 12 months, led the Committee to adjust the CEO’s base salary and target total cash compensation (through the CEO’s target incentive factor) in line with the 75th percentile of peer companies.
Prior to the Committee’s actions, the base salary and target total cash compensation of the remaining named executive officers were well below the peer companies’ 50th percentile. In an effort to maintain competitive compensation for these named executive officers, the Committee increased base salaries, which resulted in base salary levels for the remaining named executive officers falling between the peer companies’ 25th and 50th percentiles. In addition, the Committee increased the remaining named executive officers’ shared target incentive factor, which resulted in their target total cash compensations falling in the 25th to 75th percentile ranges.