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
, 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

•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
•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
•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

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.
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 Letter entered into March 31, 2022 between 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

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