Cirrus Logic Inc

This advisory proposal asks stockholders to express approval or disapproval of the Company’s executive compensation as disclosed in the proxy materials; it is non-binding but serves as an important signal to the Compensation Committee and Board. Management frames the program around pay-for-performance, combining base salary, semiannual cash bonuses tied to operating profit margin and revenue growth, and long-term equity awards (RSUs, MSUs, and PSUs) with multi-year vesting and performance conditions. The Board recommends a FOR vote, citing alignment of incentive design with strategic objectives, robust governance features (independent Compensation Committee, independent consultant, clawback policy, stock ownership guidelines), and historically strong stockholder support (94% FOR in 2025). The Compensation Committee relies on a compensation peer group and market benchmarks and emphasizes that a significant portion of NEO pay is at risk and tied to Company performance and TSR. Potential counterarguments include the usual limits of advisory votes (non-binding) and the discretion retained by the Committee in plan design and levels; the proxy discloses the Committee’s responsiveness to stockholder feedback and willingness to change. Given the Company’s recent financial performance (revenue and operating profit growth, share repurchases) and described pay practices, the Board considers the program appropriately calibrated to retain executives while aligning their interests with long-term stockholder value. Investors evaluating this proposal should weigh the documented governance safeguards and performance linkage against total pay levels and realized pay volatility driven by equity valuations; while the design is defensible, ongoing monitoring of realized pay versus realized performance and equity dilution metrics remains critical.

This management proposal requests stockholder approval to amend and restate the Company’s 2018 Long Term Incentive Plan to add 3.5 million shares to the existing reserve and to extend the plan term to July 31, 2036. Management argues the increase is necessary because only ~1.55 million shares remained available as of May 7, 2026 and the LTIP is the Company’s sole equity award vehicle; without additional authorization the Board’s ability to grant competitive equity compensation to recruit, retain, and motivate employees and directors would be constrained. The proxy provides quantitative context — three-year average burn rate (1.73%), current overhang (8%) rising to an estimated 14% if the requested shares are approved — and governance safeguards embedded in the LTIP, including independent administration by the Compensation Committee, prohibition on repricing without stockholder approval, minimum vesting rules (with limited exceptions), caps on non-employee director compensation, and clawback provisions. The Compensation Committee considered market practices, historical equity usage, dilution impact, and retention needs in recommending the increase; it emphasizes that a cash-only alternative would be more costly and less aligned with long-term stockholder interests. Potential investor concerns include incremental dilution (projected overhang increase to 14%), the size of the requested reserve relative to headcount and hiring plans, and the scope of vesting exceptions; the proxy attempts to mitigate these by disclosing burn rate, overhang, and explicit limits (e.g., 5% carve-out to minimum vesting). The Board’s recommendation for a FOR vote is grounded in the view that the LTIP’s design and the requested share increase appropriately balance the Company’s talent needs and stockholder protections, but sophisticated investors should monitor future grant pacing, realized dilution, and whether grants are tightly linked to measurable performance outcomes.