8-K
CIRRUS LOGIC, INC. (CRUS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 12, 2022
Commission File Number 0-17795
| CIRRUS LOGIC, INC. | |||||||
|---|---|---|---|---|---|---|---|
| (Exact name of Registrant as specified in its charter) | Delaware | 77-0024818 | |||||
| --- | --- | ||||||
| (State or Other Jurisdiction of<br>Incorporation or Organization) | (IRS Employer<br>Identification No.) | 800 W. 6th Street | Austin, | TX | 78701 | ||
| --- | --- | --- | --- | --- | |||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||
| Registrant’s telephone number, including area code: | (512) | 851-4000 |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name |
|---|---|---|
| Common stock, $0.001 par value | CRUS | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Venkatesh Nathamuni as Chief Financial Officer
On April 12, 2022, Cirrus Logic, Inc. (the “Company,” “we,” or “our”) announced the appointment of Venkatesh Nathamuni as Chief Financial Officer of the Company, effective as of April 18, 2022 (the “Effective Date”). Mr. Nathamuni will also serve as the Company’s Principal Accounting Officer.
Mr. Nathamuni, age 55, joins the Company having come from Arista Networks, a computer networking company, where he served from November 2021 as Head of Corporate Finance, M&A, Investor Relations, and Information Technology. Previously, from 2012, Mr. Nathamuni worked for Maxim Integrated Products, Inc., a subsidiary of Analog Devices that designs and manufactures integrated circuits, in the roles of Vice President of M&A and Corporate Development and Head of Investor Relations. Prior to that, Mr. Nathamuni held senior research and analyst roles at J.P. Morgan, a multinational investment bank, from 2007-2012; a senior market research and strategy role at Synopsys, Inc., a silicon design and verification company, from 2005-2007; and various senior engineering roles at Synplicity, Inc., a design software company later acquired by Synopsys, from 1998-2005.
Mr. Nathamuni holds a Bachelor of Science degree in Electronics and Communications Engineering from Madurai Kamaraj University, a Master of Science degree in Electrical Engineering from The State University of New York at Stony Brook, and a Master of Business Administration degree from The Wharton School of the University of Pennsylvania.
In connection with his appointment, Mr. Nathamuni entered into an offer-letter agreement (the “Offer Letter”) with the Company on March 31, 2022, which provides that, subject to him commencing employment, he will receive the following:
•an annual base salary of $450,000;
•a hiring bonus of $150,000;
•reimbursement of up to $250,000 for incurred relocation and temporary housing expenses;
•eligibility to participate in our 2007 Management and Key Individual Contributor Incentive Plan with a semiannual target bonus percentage of 37.5%;
•eligibility to participate in our Executive Severance and Change of Control Plan;
•the right to receive the following equity awards, which are expected to be granted on the Company’s next regularly scheduled monthly grant date following the Effective Date:
◦$850,000 of stock options, with 1/4 of the shares vesting after the first year, and 1/36 of the remaining shares vesting monthly thereafter over the following 36 months;
◦$850,000 of restricted stock units, with 1/3 of the shares vesting annually over three years; and
◦$300,000 of performance-based restricted stock units (“PBRSUs”) with a three-year cliff vesting schedule. The number of PBRSU shares that ultimately vest after three years may range from 0 to 200% of the target number of shares, depending on the Company’s performance over that three-year period; and
•eligibility to participate in the Company’s health, retirement, and other programs on the same basis as other executive officers.
The foregoing summary of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
There are no other arrangements or understandings between Mr. Nathamuni and any other persons pursuant to which he was selected as the Company’s Chief Financial Officer. Additionally, there are no transactions involving the Company and Mr. Nathamuni that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.
Resignation of Thurman K. Case and Modification of Compensatory Plan
On November 1, 2021, the Company disclosed that Thurman K. Case was planning to retire from his position as the Company’s Chief Financial Officer. In connection with Mr. Nathamuni’s appointment, Mr. Case will officially step down from his position effective April 18, 2022 (the “Transition Commencement Date”).
Mr. Case will remain employed on an at-will basis in a non-executive role as an advisor to the Company through November 11, 2022 (the “Transition Completion Date”) to assist with the orderly transition of his duties. Mr. Case’s resignation from his role as Chief Financial Officer is not a result of any disagreement with the Company’s independent auditors or any member of management on any matter of accounting principles or practices, financial statement disclosure, or internal controls.
From the Transition Commencement Date to the Transition Completion Date, unless earlier terminated, Mr. Case will: (a) continue to receive his current base salary, (b) continue to vest in his outstanding equity awards, (c) remain eligible under the
Company’s 2007 Management and Key Individual Contributor Incentive Plan to receive the semiannual bonus corresponding to the Company’s second half of fiscal year 2022, and (d) participate in the Company’s health, retirement, and other programs on the same basis as other non-executive employees. During this period, Mr. Case will not receive any other bonuses and will no longer be eligible under the Company’s Executive Severance and Change of Control Plan.
Item 7.01 Regulation FD Disclosure
A copy of the Company’s press release announcing the Chief Financial Officer transition described in Item 5.02 is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in Item 7.01 of this Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing by the company under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
Exhibit 10.1 Offer Letterentered into March 31, 2022between Cirrus Logic, Inc. and Mr. Nathamuni
Exhibit 99.1 Press Release dated April 12, 2022
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CIRRUS LOGIC, INC. | ||||
|---|---|---|---|---|
| Date: | April 12, 2022 | By: | /s/ Gregory S. Thomas | |
| Name: | Gregory S. Thomas | |||
| Title: | Senior Vice President, General Counsel, Corporate Secretary |
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CIRRUS LOGIC, Inc., 800 W. Sixth St, Austin, TX 78701
Tel: (512) 851-4000 www.cirrus.com
March 28, 2022 Venk Nathamuni Dear Venk:
We are pleased to extend to you an offer of employment with Cirrus Logic, including as applicable, Cirrus Logic, Inc and its subsidiaries and Affiliates (“Cirrus Logic”), in the position of Chief Financial Officer reporting to our CEO John Forsyth beginning April 18, 2022. Your starting salary will be $17,307.69 paid bi-weekly, which is equivalent to $450,000.00 annually.
You will be eligible to participate in Cirrus Logic’s Management and Key Individual Contributor Incentive Plan. Under this plan, you are eligible for a semi-annual target bonus payout of thirty-seven point five percent (37.5%) of your base salary at 100% performance. For the first bonus period following your hire date with the company, you will be eligible for a pro-rated bonus based upon the number of calendar days employed during the plan cycle. Payment of any bonus is dependent upon the company meeting certain financial and operational goals along with other terms and conditions in the Incentive Plan, which is available for your review upon request. You will also be eligible to participate in our Executive Severance and Change of Control Plan, which is likewise available for your review upon request.
The Compensation and Human Resources Committee of our Board of Directors has approved that you be granted
$850,000.00 of stock options of Cirrus Logic, Inc. Common Stock, with 1/4 of the shares vesting after the first year, and 1/36 of the remaining shares vesting monthly thereafter. You will also be granted $850,000.00 of restricted stock units with 1/3 of the shares vesting annually over three years, and $300,000.00 of performance-based restricted stock units (“PBRSUs”) with a three-year cliff vesting schedule. The number of PBRSU shares that ultimately vest after three years may range from 0 to 200% of the target number of shares, depending on the Company’s performance over that three-year period. We expect that your equity will be granted on the Company’s next monthly grant date following the date you begin employment. Our monthly grant dates are currently scheduled for the first Wednesday of each calendar month.
You will receive a hiring bonus of $150,000.00, less all applicable taxes and deductions, to be paid with your first payroll check after you begin employment. Your hiring bonus will be subject to the Company’s standard practice of requiring a pro-rated repayment should you voluntarily terminate your employment; take a personal leave of absence in excess of three (3) months; or are involuntarily terminated for reasons other than a reduction in force within twenty-four (24) months of your date of hire, with the repayment obligation reduced by 1/24 for each completed month of service.
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You are also entitled to receive reimbursement for certain relocation and temporary housing expenses incurred up to a total of $250,000.00. This relocation reimbursement will be subject to the Company’s standard practice of requiring a pro-rated repayment should you voluntarily terminate your employment; take a personal leave of absence in excess of three (3) months; or are involuntarily terminated for reasons other than a reduction in force within twenty-four (24) months of your date of hire, with the repayment obligation reduced by 1/24 for each completed month of service.
Cirrus Logic will use your industry experience for the limited purpose of determining your annual Personal Time Off (PTO) accrual rate. PTO includes time off for any reason, including vacation and sick days. Based on your prior experience, you are entitled to 27 days of PTO annually, which will accrue at the rate of 8.31 hours bi-weekly.
Cirrus Logic makes available to its employees a generous benefits package that includes competitive medical, dental, life and vision insurance programs, as well as other benefits including group term life insurance, long-term and short- term disability insurance, a 401(k) plan supplemented by Company matching contributions, and paid vacations and holidays. A brief summary of our benefits program is available for your review upon request.
This offer of employment is contingent upon your ability to provide and maintain all of the following:
1.Proper documentation showing you have the legal right to work in the United States;
2.Signed copy of this offer letter and the return of any standard, associated materials;
3.Successful completion of background, employment history, educational verifications and reference checks; and
4.If requested, proof of graduation, by submission of an official final transcript or photocopy of your diploma. If you are unable to provide proof of degree completion, contact your recruiter for discussion prior to start your date.
All verifications must be completed no less than 5 business days prior to your employment start date.
Cirrus Logic is an at-will employer. Nothing in this offer is intended to depart from the at-will employment status applicable to all Cirrus Logic employees nor should any language in this offer be misunderstood to suggest that there will be any definite duration for your anticipated employment with Cirrus Logic.
To accept this offer of employment, please sign below and in the appropriate places on the following pages, note your start date in the space provided, and submit your acceptance. Upon acceptance we will follow up with you regarding additional logistical details.
This offer of employment expires: April 1, 2022
The creative ability and dedication of our employees continues to enable us to set new standards. As a result of our recent discussions with you, we are confident you possess these same qualities and that your contribution will be significant. We look forward to your acceptance of our offer of employment and very much want you to join our team.
Sincerely,
John Forsyth
President and Chief Executive Officer
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I am pleased to accept your offer of employment as outlined.
March 31, 2022 | 10:56 AM PDT
Signature Date Signed
April 18, 2022
Start Date (Must be a Monday)
Please contact John Forsyth to confirm your orientation date.
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Document
CORPORATE NEWS
Media Contact
Bill Schnell
Cirrus Logic Inc.
(512) 851-4084
bill.schnell@cirrus.com
Venk Nathamuni Named Cirrus Logic Chief Financial Officer
AUSTIN, Texas – April 12, 2022 – Cirrus Logic Inc. (Nasdaq: CRUS) today announced the appointment of Venk Nathamuni as chief financial officer, effective April 18, 2022. Venk brings more than 30 years of experience with deep knowledge of the semiconductor industry, corporate finance and strategy, business development, mergers and acquisitions, and investor relations.
“Venk brings an outstanding combination of technical, corporate development and investor relations expertise coupled with considerable experience on Wall Street,” said John Forsyth, Cirrus Logic president and chief executive officer. “I am excited to partner with him and believe he will be a great asset to Cirrus Logic as we continue to drive our business forward into new areas of growth.”
“I am excited to join the leadership team of a company with such a rich history of excellence through innovation and help shape and execute the strategic vision as the company continues to diversify with high-performance mixed-signal solutions,” said Venk Nathamuni. “I look forward to leading Cirrus Logic’s strong finance organization as we look to drive long-term revenue growth and enhance value for employees, customers, and shareholders.”
Venk joins Cirrus Logic from Arista Networks, where he served as head of corporate finance, M&A, investor relations, and information technology. In this role, he was also responsible for financial planning and analysis and long-term strategic planning.
Previously, Venk spent nine years at Maxim Integrated Products, Inc. where he served as vice president of M&A and corporate development and head of investor relations. Prior to joining Maxim, Venk held a variety of positions at J.P. Morgan, Synopsys, Synplicity, and QuickLogic. He received an MBA from The Wharton School of the University of Pennsylvania, a Master of Science degree in electrical engineering from The State University of New York at Stony Brook, and a Bachelor of Science degree in electronics and communications engineering from Madurai Kamaraj University, India.
As previously announced, Thurman Case is stepping down as CFO and will remain with the company in an advisory role until he retires in November 2022.
Forsyth added: “On behalf of the entire Cirrus Logic team, I would like to thank Thurman for his leadership and his many areas of contribution over 21 years with the company. We all wish him the very best in his future endeavors.”
Cirrus Logic Inc.
Cirrus Logic is a leader in low-power, high-precision mixed-signal processing solutions that create innovative user experiences for the world’s top mobile and consumer applications. With headquarters in Austin, Texas, Cirrus Logic is recognized globally for its award-winning corporate culture. Check us out at www.cirrus.com.
Cirrus Logic and Cirrus are trademarks of Cirrus Logic Inc. All other product names noted herein may be trademarks of their respective holders.
Safe Harbor Statement
Except for historical information contained herein, the matters set forth in this document contain forward-looking statements, including statements about our ability to drive our business forward into new areas of growth; our ability to diversify with high-performance mixed-signal solutions; our ability to drive long-term revenue growth; and our ability to enhance value for employees, customers, and shareholders. These forward-looking statements are based on our current expectations, estimates, and assumptions and are subject to certain risks and uncertainties that could cause actual results to differ materially, and the risks and uncertainties discussed in our Form 10-K for the year ended March 27, 2021 and in our other filings with the Securities and Exchange Commission, which are available at www.sec.gov. The foregoing information concerning our business outlook represents our outlook as of the date of this news release, and we expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new developments or otherwise.