Cirrus Logic

ANNUAL
REPORT
2024


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Í
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended March 30, 2024
‘
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from
to
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 incorporation or organization)
(I.R.S. Employer Identification No.)
800 W. 6th Street Austin, Texas
78701
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (512) 851-4000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common stock, $0.001 par value
CRUS
The NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes Í
No ‘
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ‘
No Í
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes Í
No ‘
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for
such shorter period that the registrant was required to submit and post such files).
Yes Í
No ‘
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer Í
Accelerated filer ‘
Non-accelerated filer ‘ Smaller reporting company ‘ 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.
‘
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of
its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report.
Í
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
‘
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
‘
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ‘
No Í
The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates was $2,229,292,731 based
upon the closing price reported on the NASDAQ Global Select Market as of September 23, 2023. Stock held by directors, officers and
stockholders owning 5 percent or more of the outstanding common stock were excluded as they may be deemed affiliates. This determination
of affiliate status is not a conclusive determination for any other purpose.
As of May 22, 2024, the number of outstanding shares of the registrant’s common stock, $0.001 par value, was 53,568,913.
DOCUMENTS INCORPORATED BY REFERENCE
Certain information contained in the registrant’s proxy statement for its annual meeting of stockholders to be held July 26, 2024 is
incorporated by reference in Part II – Item 5 and Part III of this Annual Report on Form 10-K.

CIRRUS LOGIC, INC.
FORM 10-K
For The Fiscal Year Ended March 30, 2024
INDEX
PART I
Item 1.
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
Item 1A.
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9
Item 1B.
Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30
Item 1C.
Cybersecurity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30
Item 2.
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30
Item 3.
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
Item 4.
Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32
Item 6.
[Reserved] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
34
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . .
34
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
40
Item 8.
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
41
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . .
76
Item 9A.
Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
76
Item 9B.
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
77
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections . . . . . . . . . . . . . . . . . . . . . .
77
PART III
Item 10.
Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
78
Item 11.
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
78
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
78
Item 13.
Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . . . .
78
Item 14.
Principal Accounting Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
78
PART IV
Item 15.
Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
79
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
82
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PART I
Forward-Looking Statements
This Annual Report on Form 10-K and certain information incorporated herein by reference contain
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995,
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”). All statements included or incorporated by reference in this Annual Report on
Form 10-K, other than statements that are purely historical, are forward-looking statements. In some cases,
forward-looking statements are identified by words such as “expect,” “anticipate,” “target,” “project,” “believe,”
“goals,” “estimates,” “will,” “would,” “could,” “can,” “may,” “plan,” and “intend”, and other similar types of
words and expressions. Variations of these types of words and similar expressions are intended to identify these
forward-looking statements. Any statements that refer to our plans, beliefs, expectations, strategies or other
characterizations of future events or circumstances are forward-looking statements. Readers are cautioned that
these forward-looking statements are predictions based on management’s expectations as of the date of this filing
and are subject to risks, uncertainties, and assumptions that are difficult to predict. Therefore, actual results may
differ materially and adversely from those expressed in any forward-looking statements. Factors that could cause
actual results to differ materially from those indicated or implied by our forward-looking statements include, but
are not limited to, those discussed in Item 1A. Risk Factors and elsewhere in this report, as well as in the
documents we file with the Securities and Exchange Commission (the “SEC”), including our Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K.
We caution you not to place undue reliance on these forward-looking statements, which speak only as of the
date of this Annual Report on Form 10-K, and we undertake no obligation, and expressly disclaim any duty, to
revise or update this information, whether as a result of new information, events or circumstances after the filing
of this report with the SEC, except as required by law. We urge readers to carefully review and consider the
various disclosures made in this Annual Report on Form 10–K and in other documents we file from time to time
with the SEC that disclose risks and uncertainties that may affect our business. All forward-looking statements,
expressed or implied, included in this Annual Report on Form 10-K and attributable to Cirrus Logic, Inc. are
expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be
considered in connection with any subsequent written or oral forward-looking statements that we may make or
persons acting on our behalf may issue.
ITEM 1. Business
Cirrus Logic, Inc. (“Cirrus Logic,” “We,” “Us,” “Our,” or the “Company”) 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.
We were incorporated in California in 1984, became a public company in 1989 and were reincorporated in
the State of Delaware in February 1999. Our primary facility, which houses engineering, sales and marketing,
and administrative functions, is located in Austin, Texas. We also have offices in various other locations in the
United States, United Kingdom, the People’s Republic of China, South Korea, Japan, Singapore, and Taiwan.
Our common stock, which has been publicly traded since 1989, is listed on the NASDAQ’s Global Select Market
under the symbol CRUS.
We maintain a website with the address www.cirrus.com. We are not including the information contained
on our website as a part of, or incorporating it by reference into, this Annual Report on Form 10-K. We make
available free of charge through our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q
and Current Reports on Form 8-K, and amendments to these reports, as soon as reasonably practicable after we
electronically file such material with, or furnish such material to, the SEC. We also routinely post other important
information on our website, including information specifically addressed to investors. We intend for the investor
relations section of our website to be a recognized channel of distribution for disseminating information to the
securities marketplace for purposes of complying with our disclosure obligations under SEC Regulation Fair
Disclosure. To receive a free copy of this Annual Report on Form 10-K, please forward your written request to
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Cirrus Logic, Inc., Attn: Investor Relations, 800 W. 6th Street, Austin, Texas 78701, or via email at
Investor@cirrus.com. In addition, the SEC maintains a website at www.sec.gov that contains reports, proxy and
information statements filed electronically with the SEC by Cirrus Logic.
Company Strategy
Cirrus Logic targets growing markets where we can leverage our expertise in low-power, high-precision
mixed-signal processing to solve complex problems that span the analog-to-digital divide. The Company is
committed to our three-pronged strategy for growing our business: first, maintaining our leadership position in
smartphone audio; second, increasing high-performance mixed-signal (“HPMS”) content in smartphones; and
third, leveraging our strength in audio and HPMS to expand into additional applications and markets with both
new and existing components. Our approach has been to develop custom and general market components that
embody our latest innovations, which we use to engage key players in a particular market or application.
Cirrus Logic focuses on building strong engineering relationships with our customers’ product teams and
developing highly differentiated components that address their technical and price requirements across product
tiers. Many of our products include programmable aspects and are comprised of our best-in-class hardware,
which incorporates software algorithms from some combination of our own intellectual property (“IP”), and our
third-party partners’ and customers’ IP. When we have been successful with this approach, an initial design win
can often lead to an opportunity to further increase our content with a customer over time through the
incorporation of new features, the integration of other system components into our products, and the addition of
new products.
Markets and Products
The Company’s product line categories are audio and HPMS. While we continue to see new opportunities
for growth with audio products, we believe the largest opportunity to drive product diversification and fuel
exciting avenues of growth in the coming years is with our HPMS product line. See Note 10 — Revenues for
disclosure of revenue by product line categories.
The following provides a detailed description of our audio and HPMS product lines.
Audio Products: Amplifiers, codecs, smart codecs, analog-to-digital converters, digital-to-analog converters and
standalone digital signal processors.
HPMS Products: Camera controllers, haptics and sensing solutions, and battery and power ICs.
AUDIO PRODUCTS
Cirrus Logic is a leading supplier of low-power, low-latency, high-precision audio components that are used
in a variety of applications including smartphones, laptops, tablets, AR/VR headsets, wearables, home theater
systems, automotive entertainment systems and professional audio systems. We have an extensive portfolio of
products: amplifiers; “codecs,” which are components that integrate analog-to-digital converters (“ADCs”) and
digital-to-analog converters (“DACs”) into a single integrated circuit (“IC”); “smart codecs,” which are codecs
with integrated digital signal processing; and standalone digital signal processors (“DSPs”). Additionally, the
Company’s SoundClear® technology consists of a broad portfolio of tools, software and algorithms that help to
differentiate our customers’ products by improving the user experience with features such as louder, high-fidelity
sound, high-quality audio playback, voice capture, and hearing augmentation.
HPMS PRODUCTS
Drawing on our extensive mixed-signal design and low-power processing expertise, Cirrus Logic has
expanded beyond our traditional audio domain to now also provide a range of HPMS products, such as camera
controllers, haptic and sensing solutions, and battery and power ICs. These products are primarily used in
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smartphones to help deliver a more immersive and compelling user experience while also improving battery
health and performance. This product line also includes legacy industrial and energy applications such as digital
utility meters, power supplies, energy control, energy measurement and energy exploration.
Customers, Marketing, and Sales
We offer products worldwide through both direct and indirect sales channels. Our major customers are
among the world’s leading electronics manufacturers. We target both large existing and emerging customers that
obtain value from our expertise in advanced analog and mixed-signal design processing, systems-level integrated
circuit engineering and embedded software development. We derive our revenues from both domestic and
international sales. Our domestic sales force includes direct sales offices located primarily in California and
Texas. International sales offices and staff are located in Japan, People’s Republic of China, Singapore, South
Korea, Taiwan, and the United Kingdom. We supplement our direct sales force with external sales
representatives and distributors. Our worldwide sales force provides geographically specific support to our
customers and specialized selling of product lines with unique customer bases. See Note 20—Segment
Information, of the Notes to Consolidated Financial Statements contained in Item 8 for further detail and for
additional disclosure regarding sales and property, plant and equipment, net, by geographic locations.
Since the components we produce are largely proprietary and generally not available from secondary
sources, we generally consider our end customer to be the entity specifying the use of our component in their
design. These end customers may then purchase our products directly from us, through distributors, or indirectly
from third-party manufacturers contracted to produce their designs. For fiscal year 2024, 2023 and 2022, our ten
largest end customers, represented approximately 95 percent, 92 percent and 93 percent of our sales,
respectively. For fiscal years 2024, 2023, and 2022, we had one end customer, Apple, Inc., who purchased
through multiple contract manufacturers and represented approximately 87 percent, 83 percent, and 79 percent,
of the Company’s total sales, respectively. No other customer or distributor represented more than 10 percent of
net sales in fiscal years 2024, 2023, or 2022.
Manufacturing
As a fabless semiconductor company, we contract with third parties for wafer fabrication and product
assembly and test. We use a variety of foundries in the production of wafers, primarily supplied by
GLOBALFOUNDRIES Inc., (“GlobalFoundries”) and Taiwan Semiconductor Manufacturing Company, Limited
(“TSMC”). In fiscal year 2022, the Company entered a Capacity Reservation and Wafer Supply Commitment
Agreement with GlobalFoundries to reserve capacity and set wafer pricing for products purchased pursuant to the
agreement through calendar year 2026. See Note 15 — Commitments and Contingencies of the Notes to the
Consolidated Financial Statements for additional details. The Company’s primary assembly and test houses
include Advanced Semiconductor Engineering, Inc., STATS ChipPAC Pte. Ltd., Amkor Technology, Inc., SFA
Semicon Co., Ltd., and Siliconware Precision Industries Co., Ltd. Our outsourced manufacturing strategy allows
us to concentrate on our design strengths and minimize fixed costs and capital expenditures while giving us
access to advanced manufacturing facilities. It also provides the flexibility to source multiple leading-edge
technologies through strategic relationships. After wafer fabrication by the foundry, third-party assembly vendors
package the wafer die. The finished products are then tested before shipment to our customers. While we believe
we are able to mitigate certain risks in the fabrication processes by using multiple outside foundries, an
interruption of supply by one or more of these foundries could materially impact the Company. We maintain
business interruption insurance to help reduce the risk of wafer supply interruption; however, the impact of an
interruption could exceed our insurance. Our supply chain management organization is responsible for the
management of all aspects of the fabrication, assembly, and testing of our products, including process and
package development, test program development, and production testing of products in accordance with our
ISO-certified quality management system.
Although our products are made from basic materials (principally silicon, metals and plastics), all of which
are available from a number of suppliers, capacity at wafer foundries sometimes becomes constrained. The
limited availability of certain materials may impact our suppliers’ ability to meet our demand needs or impact the
price we are charged. The prices of certain other basic materials, such as metals, gases and chemicals used in the
5

production of circuits can increase as demand grows for these basic commodities. In most cases, we do not
procure these materials ourselves; nevertheless, we are reliant on such materials for manufacturing our products
because our outside foundry and package and test subcontractors must procure them. To help mitigate risks
associated with constrained capacity, we use multiple foundries and assembly and test sources.
Patents, Licenses and Trademarks
We rely on patent, copyright, trademark, and trade secret laws to protect our intellectual property, products,
and technology. As of March 30, 2024, we held approximately 3,880 pending and issued patents worldwide,
which include approximately 1,500 granted U.S. patents, 360 U.S. pending patent applications and various
international patents and applications. Our U.S. patents expire in calendar years 2024 through 2045. While our
patents are an important element of our success, our business as a whole is not dependent on any one patent or
group of patents. We do not anticipate any material effect on our business due to any patents expiring in 2024,
and we continue to obtain new patents through our ongoing research and development.
We have maintained U.S. federal trademark registrations for CIRRUS LOGIC, CIRRUS, Cirrus Logic logo
designs, and SoundClear, among others. These U.S. registrations may be renewed as long as the marks continue
to be used in interstate commerce. We have also filed or obtained foreign registration for these marks in other
countries or jurisdictions where we conduct, or anticipate conducting, international business. To complement our
own research and development efforts, we have also licensed and expect to continue to license, a variety of
intellectual property and technologies important to our business from third parties.
Segments
We determine our operating segments in accordance with Financial Accounting Standards Board (“FASB”)
guidelines. Our Chief Executive Officer (“CEO”) has been identified as the chief operating decision maker
(“CODM”) as defined by these guidelines.
The Company operates and tracks its results in one reportable segment, but reports revenue performance in
two product lines: Audio and HPMS. Our CEO receives and uses enterprise-wide financial information to assess
financial performance and allocate resources. Our product lines have similar characteristics and customers and
share operations support functions such as sales, public relations, supply chain management, various research and
development and engineering support, in addition to the general and administrative functions of human
resources, legal, finance and information technology. Therefore, there is no discrete financial information
maintained for these product lines.
See Note 10 — Revenues of the Notes to Consolidated Financial Statements contained in Item 8 for further
details including sales by product line. See Note 20 — Segment Information, for details on sales and property,
plant and equipment, net, by geographic locations.
Research and Development
We concentrate our research and development efforts on the design and development of new products for
each of our principal markets. We also fund certain advanced-process technology development, as well as other
emerging product opportunities. Our future success is highly dependent upon our ability to develop complex new
products, transfer new products to volume production, introduce them into the marketplace in a timely fashion,
and have them selected for design into products of systems manufacturers. Our future success may also depend
on assisting our customers with integration of our components into their new products, including providing
support from the concept stage through design, launch and production ramp.
Competition
Markets for our products are highly competitive, and we expect that competition will continue to increase.
Our ability to compete effectively and to expand our business will depend on our ability to continue to recruit
key engineering talent, execute on new product developments, partner with customers to create compelling
products for their applications and provide cost efficient versions of existing products. We compete with other
semiconductor suppliers that offer standard semiconductors, application-specific standard products and fully
customized ICs, including embedded software, chip and board-level products.
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While no single company competes with us across all our product lines, we face significant competition in
all markets where our products are available. Cirrus Logic is a leading supplier of audio and high-performance
mixed-signal processing solutions including boosted amplifiers, codecs, smart codecs, camera controllers, haptic
and sensing solutions, and battery and power ICs. We expect to face additional competition from new entrants in
our markets, which may include both large domestic and international IC manufacturers, as well as smaller,
emerging companies. Our primary competitors include, but are not limited to, AKM Semiconductor Inc., Analog
Devices Inc., Realtek Semiconductor Corporation, Renesas Electronics Corporation, Shanghai Awinic
Technology Co., Ltd., Shenzhen Goodix Technology Co, Ltd., Skyworks Solutions Inc., ST Microelectronics
N.V., Synaptics Incorporated and Texas Instruments, Inc.
The principal competitive factors in our markets include: time to market; quality of hardware/software
design and end-market systems expertise; price; product performance, features, quality and compatibility with
standards; access to advanced process and packaging technologies at competitive prices; and sales and technical
support, which includes assisting our customers with integration of our components into their new products and
providing support from the concept stage through design, launch and production ramp.
Product life cycles may vary greatly by product category. For example, many consumer products
have shorter design-in cycles; therefore, our competitors have increasingly frequent opportunities to achieve
design wins in next-generation systems. Conversely, this also provides us frequent opportunities to displace
competitors in products that have previously not utilized our design.
Backlog
Sales are made primarily pursuant to short-term purchase orders for delivery of products. The quantity
actually ordered by the customer, as well as the shipment schedules, are frequently revised, without significant
penalty, to reflect changes in the customer’s needs. The majority of our backlog is typically requested for
delivery within six months. In markets where the end system life cycles are relatively short, customers typically
request delivery in six to twelve weeks. We believe a backlog analysis at any given time gives little indication of
our future business except on a short-term basis, principally within the next 60 days.
We utilize backlog as an indicator to assist us in production planning. However, backlog is influenced by
several factors including market demand, pricing, and customer order patterns in reaction to product lead times.
Quantities actually purchased by customers, as well as prices, are subject to variations between booking and
delivery because of changes in customer needs or industry conditions. As a result, we believe that our backlog at
any given time is an incomplete indicator of future sales.
Governmental Regulations
Our business and operations around the world are subject to government regulation at the national, state or
local level addressing, among other matters, applicable environmental laws, health and safety laws and
regulations, and laws relating to export controls and economic sanctions.
We believe that our properties and operations comply in all material respects with applicable laws
protecting the environment and worker health and safety. As a fabless semiconductor company, we do not
manufacture our own products but do maintain research and laboratory space at certain of our facilities to
facilitate the development, evaluation, and testing of our products. These laboratories may maintain small
quantities of hazardous materials. While we believe we are in material compliance with applicable law
concerning the safeguarding of these materials and with respect to other matters relating to health, safety and the
environment, the risk of liability relating to hazardous conditions or materials cannot be eliminated completely.
To date, we have not incurred significant expenditures relating to environmental compliance at our facilities.
In addition to environmental and worker health and safety laws, our business is subject to various rules and
regulations and executive orders relating to export controls and trade sanctions. Certain of our products are
subject to the Export Administration Regulations (“EAR”), which are administered by the United States
Department of Commerce’s Bureau of Industry and Security (“BIS”), and we may from time to time be required
to obtain an export license before we can export certain products or technology to specified countries or
7

customers. In addition, the EAR imposes broad controls on entities listed on sanctioned persons lists, including
the BIS Entity List. If one of our customers is listed on the BIS Entity List or another U.S. government
sanctioned persons’ list, we may be precluded from doing business with that customer. For example, certain of
our Chinese customers, or their affiliated entities, have been added to the BIS Entity List, which limits our ability
to support these customers. We cannot guarantee that export control restrictions or sanctions imposed in the
future will not prevent, or materially limit, our ability to conduct business with certain customers or in certain
countries. Any failure to comply with these laws could result in governmental enforcement actions, including
substantial monetary penalties and denial of export privileges.
For further discussion relating to the potential effects that compliance with government regulation may have
upon our business, refer to “Item 1A. Risk Factors.”
Human Capital
Our long-term success depends, in part, on attracting and retaining highly qualified technical, marketing,
engineering and administrative talent. At Cirrus Logic, our goal is to maintain an employee-centric culture that
encourages innovation, teamwork, and individual growth. The Company strives to cultivate an inclusive
workplace where all employees feel they belong, diverse backgrounds and perspectives are valued, and everyone
has an opportunity to reach their full potential. Additionally, we value our employees’ feedback and regularly
seek their input. This enables us to collect information that helps to identify and address challenges and
continuously improve.
We believe that we offer competitive compensation, learning and development programs, and health and
wellness benefits, designed to improve the quality of our employees’ lives. Cirrus Logic prides itself on
providing continuous learning and development opportunities, such as, technical training and professional
development programs to support our employees’ growth. Our comprehensive benefits, such as health insurance
coverage and emotional well-being support are tailored for each country. Our benefits focus on family care,
including fertility coverage, paid parental leave, subsidized daycare and backup care for children and elders,
benefits for surrogacy and adoption assistance programs, and programs for new parents. The Company also
provides fitness facilities and classes at several locations, as well as other employee benefits including health
screenings, COVID-19 testing and vaccinations, flu shots, free confidential virtual mental health support, and
ergonomic assessments. Cirrus Logic provides retirement planning programs with matching contributions, such
as a 401(k) plan in the United States and defined contribution pension plans for our employees in other countries.
We believe that these benefits, combined with our employee-centric culture, contribute to low voluntary
employee turnover. In fiscal year 2024, our voluntary turnover rate was 6 percent, below the technology industry
benchmarks (2023 Radford Salary Increase and Turnover Study).
As of March 30, 2024, we had 1,625 employees, 99 percent of whom were full-time, 72 percent were
engaged in research and product development activities, 23 percent in sales, marketing, general and
administrative activities, and 5 percent in manufacturing-related activities. As of March 30, 2024, 14 percent of
our employees worldwide were foreign nationals and 64 percent of our total workforce reside in the U.S., with
36 percent residing offshore. We also employ individuals on a temporary basis and use the services of contractors
as necessary. We have never had a work stoppage, and the majority of our employees are not represented by
collective bargaining agreements.
We believe that diverse teams fuel innovation, and we are committed to creating an inclusive culture that
supports all employees, regardless of gender, veteran status, race, ethnicity, or ability. As of March 30, 2024, our
global workforce was 81 percent male and 19 percent female, and based on self-reported identification, our
workforce in the United States was composed of 53 percent White, 35 percent Asian, 8 percent Hispanic or
Latino, 2 percent Black or African American, and 2 percent Other.
Cirrus Logic is committed to promoting a safe, secure, and productive environment for our employees,
customers, and visitors. Our global health and safety policy outlines our commitment to employees. Employees
working in our research facilities receive specialized, role-specific health and safety training. The Company takes
measures to reduce employee exposure to potential health hazards in our offices and research facilities and
conducts regular inspections to maintain a safe and healthy work environment. A risk management system also
8

provides technicians with additional data and information on the potential hazards associated with certain
chemicals. In fiscal year 2024, the Company had no monetary losses as a result of legal proceedings associated
with employee health and safety violations, and have not received any notices of violation related to health and
safety at our facilities, nor have we ever had a work-related fatality. Additionally, in calendar year 2023, we
reported zero recordable and lost-time incidents to the U.S. Occupational Safety and Health Administration.
Following the Covid-19 pandemic, our employees have returned to working in the office at least two days
per week. We believe it is important to create opportunities for our hybrid workforce to collaborate and to make
connections with their colleagues, supporting our culture of innovation.
For more information on the commitment to our employees and other Environmental, Social and
Governance (“ESG”) topics visit https://www.cirrus.com/company/esg. We are not including the information
contained on our website as a part of, or incorporating it by reference into, this Annual Report on Form 10-K.
ITEM 1A. Risk Factors
Our business faces significant risks. The risk factors set forth below may not be the only risks that we face
and there is a risk that we may have failed to identify all possible risk factors. Additional risks that we are not
aware of yet or that currently are not material may adversely affect our business operations. You should read the
following cautionary statements in conjunction with the factors discussed elsewhere in this and other Cirrus
Logic filings with the SEC. These cautionary statements are intended to highlight certain factors that may affect
the financial condition and results of operations of Cirrus Logic and are not meant to be an exhaustive discussion
of all of the risks that may be associated with an investment in our securities.
Summary of Risk Factors
The following summarizes the principal factors that make an investment in the Company speculative or
risky. This summary should be read in conjunction with the remainder of this “Item 1A. Risk Factors” section
and should not be relied upon as an exhaustive summary of the material risks facing our business.
Business & Operational Risks
▪
Risks related to dependence on a limited number of customers and distributors and a lack of
diversification in our revenue base, including risks related to the loss of, or a significant reduction in
orders from, or pricing on products sold to, any key customer or distributor
▪
Risks related to third-party manufacturing and supply chain relationships
▪
Risks related to our long-term capacity reservation and wafer supply agreement with GlobalFoundries
▪
Risks related to fluctuation in sales in the consumer electronics and smartphone markets
▪
Risks related to global economic conditions, including economic downturns or recessions and the effects
of inflationary pressures
▪
Risks related to our international operations, including government trade policies and delays or
disruptions to our international subcontractors, which may be impacted by political/economic factors
▪
Risks related to system security, cyber-attacks, and data breaches
▪
Risks related to strong competition in the semiconductor market, including competition to attract, hire,
and retain highly qualified personnel
▪
Risks related to our fabless business model
▪
Risks related to the use or application of emerging technologies, including artificial intelligence
▪
Risks related to acquiring other companies or technologies
▪
Risks related to product concentration, difficulty in forecasting sales due to customers’ ability to cancel
or reschedule orders, and declining average selling prices
9

Strategic & Industry Risks
▪
Risks related to joint development or other custom product collaborations, including the development of
products for specific system architectures
▪
Risks related to the timely development, production, and acceptance of new and advanced technologies
while complying with increasingly stringent environmental regulations
▪
Risks related to increasing complexity of our products and the potential for security vulnerabilities or
other product defects and difficulties in transitioning to advanced manufacturing process technologies
▪
Risks related to changes in the system architecture of our customers’ end products
▪
Risks related to our ability to protect our intellectual property rights
Financial Risks
▪
Risks related to exposure to tax liabilities and changes in tax laws
▪
Risks related to fluctuations in inventory, including risks related to our customers’ ability to cancel/
reschedule orders on short notice
▪
Risks related to fluctuations in operating results, stock price, and foreign currency exposures
▪
Risks related to debt obligations, including under our Second Amended Credit Agreement
Legal & General Risks
▪
Risks related to intellectual property claims and litigation and export control regulations
▪
Risks related to certain provisions of Delaware law and our Certificate of Incorporation and Bylaws
▪
Risks related to corporate social responsibility initiatives and ESG matters
▪
Risks related to owning real property
Business and Operational Risks
We depend on a limited number of customers and distributors for a substantial portion of our sales, and the
loss of, or a significant reduction in orders from, or pricing on products sold to, any key customer or
distributor could significantly reduce our sales and our profitability.
While we generate sales from a broad base of customers worldwide, the loss of any of our key customers, or
a significant reduction in sales or selling prices to any key customer, or reductions in selling prices made to retain
key customer relationships, would significantly reduce our revenue, margins, and earnings and adversely affect
our business. For the twelve-month periods ending March 30, 2024, March 25, 2023, and March 26, 2022, our
ten largest end customers represented approximately 95 percent, 92 percent and 93 percent of our sales,
respectively. For the twelve-month periods ending March 30, 2024, March 25, 2023, and March 26, 2022, we had
one end customer, Apple Inc., who purchased through multiple contract manufacturers and represented
approximately 87 percent, 83 percent and 79 percent of the Company’s total sales, respectively.
We may not be able to maintain or increase sales to certain of our key customers for a variety of reasons,
including:
▪
most of our customers can stop incorporating our products into their own products with limited notice to
us and suffer little or no penalty;
▪
our agreements with our customers typically do not require them to purchase a minimum quantity of our
products;
▪
many of our customers have pre-existing or concurrent relationships with our current or potential
competitors that may affect the customers’ decisions to purchase our products;
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▪
many of our customers have sufficient resources to internally develop technology solutions and
semiconductor components that could replace the products that we currently supply in our customers’
end products;
▪
our customers face intense competition from other manufacturers that do not use our products;
▪
our customers may be subject to investigations and litigation that could result in injunctive or other relief
that negatively impacts sales of their products, which in turn would result in a decrease in demand for
our products;
▪
our customers regularly evaluate alternative sources of supply in order to diversify their supplier base,
which increases their negotiating leverage with us and their ability to either obtain or dual-source
components from other suppliers; and
▪
our current customers may be hesitant in some cases to award new business to us based on their desire to
manage their supply chain risks around any potential over-dependence on a supplier or supply chain.
In addition, our dependence on a limited number of key customers may make it easier for them to demand
favorable commercial terms or to pressure us on price reductions or to not accept price increases resulting from
unexpected or additional cost increases or fees associated with our suppliers. We have experienced pricing
pressure from certain key customers, and we expect that the average selling prices (“ASPs”) for certain of our
products will decline from time to time, potentially reducing our revenue, margins, and earnings.
Our key customer relationships often require us to develop new products that may involve significant
technological challenges. Our customers frequently place considerable pressure on us to meet tight development
schedules. In addition, we have entered, and may again enter in the future, into customer agreements providing
for exclusivity periods during which we may only sell specified products or technology to a specific customer.
Even without exclusivity periods, the products that we develop are often specific to our customer’s system
architecture and frequently cannot be sold to other customers. Accordingly, we have in the past and may in the
future devote a substantial amount of resources to strategic relationships, which could detract from or delay our
completion of other important development projects or the development of next-generation products and
technologies, and notwithstanding our efforts, our customers may not be obligated to purchase new products that
we develop for them, which could impact our operating results, financial condition, and cash flows. For example,
in April 2023, we were informed that a new product that we had developed for a key customer for introduction in
the fall of calendar 2023 was no longer expected to come to market as planned.
Our reliance on certain customers may continue to increase, which could heighten the risks associated with
having key customers, including making us more vulnerable to significant reductions in revenue, margins, and
earnings; pricing pressure; and other adverse effects on our business.
We are dependent on third-party manufacturing and supply chain relationships for all of our products. Our
reliance on third-party foundries and suppliers involves certain risks that may result in increased costs, delays
in meeting our customers’ demand, and loss of revenue.
We do not own or operate a semiconductor fabrication facility and do not have the resources to manufacture
our products internally. We use third parties to fabricate, assemble, package, and test the vast majority of our
products. As a result, we are subject to risks associated with these third parties, including:
▪
insufficient capacity available to meet our demand on time;
▪
inability of our suppliers to obtain the equipment or replacement parts necessary to fully operate their
facilities or expand available manufacturing capacity;
▪
inadequate manufacturing yields and excessive costs;
▪
inability of these third parties to obtain an adequate supply of raw materials;
▪
extended lead times on supplies used in the manufacturing of our products;
▪
difficulties selecting and integrating new subcontractors;
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▪
limited warranties on products supplied to us;
▪
potential increases in prices (including the cost of freight); and
▪
increased exposure to potential misappropriation of our intellectual property.
Outside of our long-term supply agreement for wafer fabrication supply with GlobalFoundries, our outside
foundries and assembly and test suppliers generally manufacture our products on a purchase order basis, and we
have few other long-term supply arrangements with these suppliers. Therefore, our third-party manufacturers and
suppliers are not obligated to supply us with products for any specific period of time, quantity, or price, except as
may be provided in any particular purchase order or in relation to an existing supply agreement. A manufacturing or
supply disruption experienced by one or more of our outside suppliers or a disruption of our relationship with an
outside foundry could negatively impact the production of certain of our products for a substantial period of time.
We have experienced the effects of industry-wide manufacturing capacity constraints. These supply
challenges have impacted, and may continue to impact, our ability to fully satisfy increases in demand for some
of our products. We do not typically manufacture the majority of these products at more than one foundry or
more than one assembly and test subcontractor, and the costs and effort associated with the potential transfer of
any portion of our supply chain to a backup supplier would likely be substantial. Therefore, if one or more of our
third-party manufacturers and suppliers are not able to provide us sufficient capacity to meet our current demand,
we may not be able to ship our products to customers on time and in the quantity requested, which could cause an
unanticipated decline in our sales and damage our existing customer relationships and our ability to establish new
customer relationships. Capacity constraints could further result in increased prices in our supply chain, which, if
we are unable to increase our selling prices or if we have previously committed to pricing, could result in lower
revenues and margins that could adversely affect our financial results.
In addition, difficulties associated with adapting our technology and product design to the proprietary process
technology and design rules of outside foundries can lead to reduced yields of our products. Since low yields may
result from either design or process technology failures, yield problems may not be effectively determined or
resolved until an actual product exists that can be analyzed and tested to identify process sensitivities relating to the
design rules that are used. As a result, yield problems may not be identified until well into the production process,
and resolution of yield problems may require cooperation between our manufacturer and us. This risk could be
compounded by the offshore location of certain of our manufacturers, increasing the effort and time required to
identify, communicate, and resolve manufacturing yield problems. Manufacturing defects that we do not discover
during the manufacturing or testing process may lead to costly product recalls. These risks may lead to increased
costs or delayed product delivery, which would harm our profitability and customer relationships.
In some cases, our requirements may represent a small portion of the total production of the third-party
suppliers. As a result, we are subject to the risk that a producer will cease production of an older or lower-volume
process that it uses to produce our parts. We cannot provide any assurance that our external foundries will continue
to devote resources to the production of parts for our products or continue to advance the process design
technologies on which the manufacturing of our products are based. Each of these events could increase our costs,
lower our gross margin, and cause us to hold more inventories, or materially impact our ability to deliver our
products on time.
We have a long-term capacity reservation and wafer supply agreement with GlobalFoundries, which includes
obligations to purchase wafers from GlobalFoundries through calendar year 2026. If our requirements are
different from the number of wafers that we have committed to purchase from GlobalFoundries, or if
GlobalFoundries is not able to satisfy our manufacturing requirements, our results of operations and
financial condition could be adversely impacted.
In 2021, in an effort to alleviate some of our future expected supply constraints, the Company entered into a
Capacity Reservation and Wafer Supply Commitment Agreement with GlobalFoundries on July 28, 2021 to
reserve capacity and set wafer pricing for products purchased pursuant to the agreement through 2026.
Although we believe this agreement is a good use of our financial resources and secures capacity for certain products
through 2026, the agreement with GlobalFoundries involves certain risks that may result in excess inventory, place us at a
competitive disadvantage, have a negative impact on our liquidity, or adversely affect our results of operations and
12

financial condition. Pursuant to the agreement, the Company is required to purchase, and GlobalFoundries is required to
supply, a certain number of wafers on a quarterly basis. Customers, on occasion, cancel, reschedule orders, or change
future product plans on short notice, which can lead to our actual wafer requirements being less than the number of wafers
required to meet the applicable wafer purchase requirements, potentially resulting in excess inventory or higher inventory
unit costs, both of which may adversely impact our gross margin and our results of operations.
Additionally, the agreement sets forth pricing for wafer purchases pursuant to the agreement through 2026.
If market conditions change and wafer prices in the market decrease significantly below what is contemplated in
the agreement, the agreement may put us at a competitive disadvantage relative to our competitors.
Even with a long-term supply agreement, we are still subject to risks that GlobalFoundries will be unable to
meet their supply commitments, achieve anticipated manufacturing yields, manufacture our products on a timely
basis, or provide additional wafer capacity beyond its current contractual commitments sufficient to meet our
customers’ product demands. If so, we may experience delays in product launches or supply shortages for certain
products, which could cause an unanticipated decline in our sales and damage our existing customer relationships
and our ability to establish new customer relationships. In addition, if GlobalFoundries experiences financial
difficulties or goes into bankruptcy, it could be difficult or impossible, or may require substantial time and
expense, for us to recover any or all of our prepayments made as part of the agreement.
Any of the foregoing could materially harm our liquidity, financial condition and results of operations and
could put us at a disadvantage relative to our competitors.
Changes in government trade policies, including the imposition of tariffs and export restrictions, could have
an adverse impact on our business operations and sales.
The United States or foreign governments may enact changes in government trade policies that could
adversely impact our ability to sell products in certain countries. For example, the U.S. government has imposed
tariffs on certain Chinese imports and, in return, the Chinese government has imposed or proposed tariffs on
certain U.S. products. Additionally, export restrictions imposed by the U.S. government, including the addition of
licensing requirements by the United States Department of Commerce’s Bureau of Industry and Security (“BIS”)
through the addition of companies to the BIS Entity List, as well as trade restrictions imposed by the U.S. related
to goods imported from regions in China with records of forced labor and other human rights issues, may require
us to suspend our business with certain international customers and/or manufacturing entities if we conclude or
are notified by the U.S. government that such business presents a risk of noncompliance with U.S. regulations.
We cannot predict what actions may be taken with respect to tariffs or trade relations, what products may be
subject to such actions, or what actions may be taken by other countries in response. It also may not be possible
to anticipate the timing or duration of such tariffs, export restrictions, or other regulatory actions. These
government trade policies may materially adversely affect our sales and operations with current customers as
well as impede our ability to develop relationships with new customers.
While we have received licenses from the U.S. government to export certain items to companies on the BIS
Entity List, there can be no assurances that we will be able to continue to obtain or maintain licenses for the
manufacture or sale of future products or for other entities if the U.S government adds other companies to the
BIS Entity List and/or subjects them to additional trade restrictions. Despite our receipt of licenses, BIS Entity
List restrictions may also encourage foreign customers to seek a greater supply of similar or substitute products
from competitors or other third parties who are not subject to these restrictions or to develop their own solutions,
especially as the Chinese government develops its domestic semiconductor industry. If export restrictions and
tariffs are sustained for a long period of time, or increased, or if other export restrictions are imposed in the
future, our long-term competitiveness as a supplier, particularly in China, will likely be impacted.
There is a risk of further escalation and retaliatory actions between the U.S. and other foreign governments. If
significant tariffs or other restrictions are placed on goods exported from China or any related counter-measures are
taken, our revenue and results of operations may be materially harmed. These tariffs may also make our customers’
products more expensive for consumers, which may reduce consumer demand.
The U.S. government also may seek to implement more protective trade measures, not just with respect to
China but with respect to other countries as well. This could include new or higher tariffs and even more
13

restrictive trade barriers, such as prohibiting certain types of, or all, sales of certain products or products sold by
certain parties into the U.S. Any increased trade barriers or restrictions on global trade could have a materially
adverse impact on our business and financial results.
Our results may be affected by fluctuation in sales in the consumer electronics and smartphone markets.
Because we sell products primarily in the consumer electronics and smartphone markets, we are likely to be
affected by any decrease in demand or unit volumes, seasonality in the sales of our products, and the cyclical
nature of these markets. We have experienced, and expect to continue to experience, slowing growth in a
maturing smartphone market, due to, among other factors, market saturation in developed countries, lengthening
replacement cycles, and a growing market for refurbished devices. Further, a decline in consumer confidence and
consumer spending relating to economic conditions, inflationary pressures, terrorist attacks, armed conflicts, oil
prices, global health conditions, natural disasters, and/or the political stability of countries in which we operate or
sell products could have an adverse effect on consumer demand in these markets, which would likely impact our
business, operating results, and financial condition.
We may be adversely impacted by global economic conditions. As a result, our financial results and the market
price of our common shares may decline.
We have been and may continue to be adversely impacted by global economic conditions. Global economic
conditions could make it difficult for our customers, our suppliers, and us to accurately forecast and plan future business
activities and could cause global businesses to defer or reduce spending on our products, or increase the costs of
manufacturing our products. During challenging economic times our customers and distributors may face issues gaining
timely access to sufficient credit, which could impact their ability to make timely payments to us. If that were to occur,
we may be required to increase our allowance for doubtful accounts and our days sales outstanding would increase.
Additionally, if our own supply chain or others from whom our customers source are financially impacted and
ultimately unable to deliver their required component(s), then our customers may delay or cancel their orders from us.
We cannot predict the timing, strength, or duration of any economic slowdown or subsequent economic recovery.
However, inflation continues to be an issue in the U.S. and overseas, resulting in rising transportation, wages, and other
costs. Inflation has and may continue to increase our cost of labor, manufacturing, and other costs. If our costs continue
to be subject to significant inflationary pressures, we may not be able to fully offset such higher costs with increased
prices or revenues. Our inability or failure to do so could harm our business, financial condition, and results of
operations. In addition, inflationary pressures could also result in a decline in consumer confidence and spending,
potentially impacting demand for our customers’ end products in the consumer electronics and smartphone markets.
Any such decline would likely impact our business, operating results, and financial condition.
Moreover, we regularly maintain cash balances at third-party financial institutions in excess of the Federal
Deposit Insurance Corporation (“FDIC”) insurance limit or at financial institutions located outside the U.S.
where FDIC insurance does not apply. If a depository institution fails to return our deposits or if a depository
institution is subject to other adverse conditions in the financial or credit markets, there is no guarantee that we
have access to such uninsured deposits, which could restrict access to our cash or cash equivalents and could
adversely impact our operating liquidity, financial condition, and results of operations.
The lack of diversification in our revenue and customer base increases the risk of an investment in our
company, and our consolidated financial condition, results of operations, and stock price may deteriorate if we
fail to diversify.
Although we continuously explore opportunities to diversify our revenue and customer base, our sales,
marketing, and development efforts have historically been focused on a limited number of customers and
opportunities. Many companies have the ability to manage their risk by product, market, and customer
diversification. However, we lack diversification, in terms of both the nature and scope of our business, which
increases the risk of an investment in our company. If we cannot diversify our customer and revenue
opportunities, our financial condition and results of operations could deteriorate.
14

System security and data breaches, cyber-attacks and other related cyber security incidents could disrupt our
internal operations and/or supply chain, result in the loss of our, our customers’, and our suppliers’
proprietary and confidential information, adversely impact our reputation and business, and result in
potentially significant expenses, costs, liabilities and other negative consequences, any or all of which could
adversely affect results of operations and our stock price.
Despite implementing security measures, we are subject to risk, both at Cirrus Logic and through our supply
chain, of attack from malicious threat actors, which could include agents of organized crime or nation-state or
nation-state supported actors. We manage and store various proprietary information and sensitive or confidential
data relating to our business and our employees. In addition, we manage and store a significant amount of
proprietary and sensitive or confidential information from third parties, such as our customers and suppliers.
Unauthorized insiders and/or third-party threat actors may be able to penetrate our security measures, evade our
controls, or exploit vulnerabilities in our systems or our third-party providers’ systems and misappropriate or
compromise our, our customers’ or our suppliers’ proprietary and confidential information, including intellectual
property and personal information of our current and former employees, create system disruptions, or cause
shutdowns. Threat actors also may be able to develop and deploy viruses, worms, phishing attempts,
ransomware, and other malicious software that attack our websites, computer systems, access to critical
information, products, or otherwise exploit security vulnerabilities. The sophistication, scale and frequency of
cyber-attacks has continued to increase and evolve at a rapid pace, and the risk of attack may be heightened when
our employees are working remotely. The risk of state-sponsored or geopolitical-related cybersecurity incidents
has also increased recently due to geopolitical tensions or incidents, such as the war in Ukraine or the Israel-
Hamas war. Our prioritization of security measures and remediation of known vulnerabilities may prove
inadequate and we may be unable to anticipate or protect against attacks. If an incident occurs, we may be unable
to detect it for an extended period of time.
Any breach of our security measures or the loss, inadvertent disclosure, or unapproved dissemination of
proprietary information or sensitive or confidential data about us, our customers, our suppliers or our employees,
including the potential loss or disclosure of such information or data, could result in numerous risks and adverse
consequences. Such consequences include remediation costs, litigation and potential liability for us, including as
a result of U.S. or foreign governmental investigations or enforcement actions, penalties for violation of
applicable laws or regulations, including laws and regulations in the United States and other jurisdictions relating
to the collection, use and security of user and other personally identifiable information and data, damage to our
brand and reputation, the loss of sales and customer or supplier relationships, negative impacts to our employee
recruiting and retention, loss of intellectual property protection, risk of inadequate insurance coverage and
increased insurance premiums, and numerous other financial, legal and business risks, any or all of which could
harm our business, financial condition and results of operations and result in significant stock price volatility. In
addition to our own systems, our business also is reliant upon the security of various third parties in our supply
chain, and any breach of their systems and securities could result in our being subjected to the numerous risks
and adverse consequences noted above.
Strong competition in the semiconductor market may harm our business.
Our industry is intensely competitive and is frequently characterized by rapid technological change, price
erosion, technological obsolescence, and a push towards integrated circuit (“IC”) component integration. Because
of shortened product life cycles and even shorter design-in cycles in a number of the markets that we serve, our
competitors have increasingly frequent opportunities to achieve design wins in next-generation systems. As
markets mature and components become commoditized, competitors that can tolerate lower margins/operating
income pose a risk to our profitability and growth. In the event that competitors succeed in supplanting our
products, our market share may not be sustainable and our net sales, gross margin and operating results would be
adversely affected.
We compete in a number of markets. Our principal competitors in these markets include AKM
Semiconductor Inc., Analog Devices Inc., Realtek Semiconductor Corporation, Renesas Electronics Corporation,
Shanghai Awinic Technology Co., Ltd., Shenzhen Goodix Technology Co, Ltd., Skyworks Solutions Inc., ST
Microelectronics N.V., Synaptics Incorporated and Texas Instruments, Inc.
15

Many of these competitors have greater financial, engineering, manufacturing, marketing, technical,
distribution, and other resources; broader product lines; and broader intellectual property portfolios. We also
expect intensified competition from emerging companies and from customers who develop their own IC products
or other technologies. In addition, some of our current and future competitors maintain their own fabrication
facilities, which could benefit them in connection with cost, capacity, and technical issues.
We cannot provide assurances that we will be able to compete successfully in the future or that competitive
pressures will not adversely affect our financial condition and results of operations. Competitive pressures could
reduce market acceptance of our products, reduce selling prices, and increase expenses, which could adversely
affect our business and financial condition.
Because we operate a fabless business model, we may not be eligible for certain U.S. government incentives
and tax credits offered to promote domestic semiconductor production.
From time to time, governments may provide subsidies or make other investments that could give
competitive advantages to certain semiconductor companies. For example, in 2022, the U.S. government passed
the Creating Helpful Incentives to Produce Semiconductors & Sciences Act to provide $52.7 billion of funding to
U.S.-based semiconductor companies to promote domestic production. Because we operate a fabless business
model, we may not be eligible for such incentives from the U.S. government at this time. However, many of our
current and future competitors maintain their own fabrication facilities and may secure such funding, which
could benefit them in connection with cost, capacity, and technical issues. Additionally, to remain competitive
with top talent, we may need to incur additional costs to provide certain additional benefits even though we are
not receiving subsidies or other government funding. These competitive pressures could adversely affect our
business, financial condition, and results of operations.
If we fail to attract, hire and retain qualified personnel, we may not be able to develop, market, or sell our
products or successfully manage our business.
Competition for highly qualified personnel in our industry, particularly for employees with technical
backgrounds, is intense. Some companies in our industry have adopted flexible remote work arrangements
providing more flexibility than ours that further increase competition for talent. Accordingly, we expect
competition for qualified personnel to intensify because there are only a limited number of individuals in the job
market with the skills that we require.
There also is a risk that changes in immigration laws and regulations, or their administration or enforcement,
can impair our ability to attract and retain qualified engineering personnel. In the U.S., where a significant
portion of our research and development teams are located, tightening of immigration controls may adversely
affect the employment status of non-U.S. engineers and other key technical employees or further impact our
ability to hire new non-U.S. employees. Moreover, certain immigration policies in the U.S. may make it more
difficult for us to recruit and retain highly skilled foreign national graduates of universities in the U.S.,
additionally limiting the pool of available talent.
There are significant costs to the Company associated with attracting and retaining qualified personnel in
key technology positions. Recruiting and employee costs, such as cash and stock-based compensation, have
increased relative to historic levels and may continue to increase, which could adversely affect our results of
operations. Further, the loss of the services of key personnel or our inability to hire new personnel with the
requisite skills or to assimilate talent could restrict our ability to develop new products or timely enhance existing
products, sell products to our customers, or manage our business effectively.
Our sales could be materially impacted by the failure of other component suppliers to deliver required parts
needed in the final assembly of our customers’ end products.
The products we supply our customers are typically a portion of the many components provided from
multiple suppliers to complete the final assembly of an end product. If other component suppliers are unable to
deliver their required component(s) for the final end product to be assembled, our customers may delay, or
ultimately cancel, their orders from us. For example, shipping routes in the Middle East have been and may in the
future be disrupted, lengthening the time for shipments to reach their destinations.
16

Because we depend on subcontractors internationally to perform key manufacturing functions for us, we are
subject to political, economic, climate and natural disaster risks that could disrupt the fabrication, assembly,
packaging, or testing of our products.
We depend on third-party subcontractors, primarily in Asia, for the fabrication, assembly, packaging, and
testing of most of our products. International operations may be subject to a variety of risks, including political
instability, global health conditions, currency controls, exchange rate fluctuations, changes in import/export
regulations, tariff and freight rates, as well as the risks of natural disasters such as earthquakes, tsunamis, and
floods. The potential physical impacts of climate change, including high heat events, power or water shortages,
fires, rising sea levels, changes in storm patterns or intensities, or other extreme weather conditions, are uncertain
and could impact operations at our subcontractors. Any disruption to our manufacturing cycle could adversely
affect our operations and financial results.
Although we seek to reduce our dependence on any one subcontractor, the substantial majority of our
semiconductor wafers are manufactured by TSMC at fabs in Taiwan, and GlobalFoundries in Singapore and
Germany. This concentration of subcontractors and manufacturing operations, subjects us to the risks of
conducting business internationally, including associated political and economic conditions. If we experience
manufacturing problems at a particular location, or a supplier is unable to continue operating due to financial
difficulties, natural disasters, political or economic turmoil or conflict, or other reasons, we would be required to
transfer manufacturing to a backup supplier. Transferring from a primary supplier to another facility would likely
result in increased production costs and a delay in production. Further, such a transition may not be possible,
particularly in a supply constrained environment. There are only a few foundries that are currently available for
certain advanced processing technologies that we utilize or may utilize. As a result, delays in our production or
shipping by the parties to whom we outsource these functions could reduce our sales, damage our customer
relationships, and damage our reputation in the marketplace, any of which could harm our business, results of
operations, and financial condition.
For example, we rely on several third-party suppliers located in Taiwan. Any deterioration in the social,
political, or economic conditions in Taiwan, particularly as it relates to China-Taiwan relations, may disrupt our
business operations and materially and adversely affect our results of operations. Similarly, our operations could
be harmed, and our costs could increase, if the war in Ukraine results in a shortage of materials that our suppliers
require to manufacture our products.
In addition, we are currently working with a supplier that is headquartered in Israel on the development of
additional manufacturing alternatives. The declaration of war by Israel against Hamas, the rising tensions in the
Middle East, and the resulting actions that may be taken by governments in response to the war could potentially
impact or delay the supplier’s ability to provide timely engineering support that may be required to advance our
efforts to develop future manufacturing alternatives.
Risks relating to the adoption, use or application of emerging technologies, including artificial intelligence
may impact financial results and could result in reputational and financial harm and liability.
Artificial intelligence (“AI”) is a rapidly developing field that presents both risks and opportunities. For
example, our business operations and research and development tasks may benefit from the use of AI tools. It is
possible that we may not leverage this technological change as effectively as our competitors. Additionally,
while we have developed internal policies to govern the use of AI, risks exist relating to the protection of data
(including the potential exposure of our or our customers’ proprietary and confidential information), the misuse
of third-party intellectual property, or our failure to identify and correct deficiencies or inaccuracies generated by
AI. Our failure to utilize AI responsibly may impact our reputation and could have a negative impact our
business, operating results, and financial condition.
In general, our customers may cancel or reschedule orders on short notice without incurring significant
penalties; therefore, our sales and operating results in any quarter are difficult to forecast.
In general, we rely on customers issuing purchase orders to buy our products rather than long-term supply
contracts. Customers on occasion cancel, reschedule, or change future product plans on short notice without
incurring significant penalties. Additionally, it is possible that some customers may place orders for our products
17

that exceed their actual demand and may cancel all or portions of their order if circumstances change. Cancellations,
reductions, or delays of orders from any significant customer could have an adverse effect on our business, financial
condition, and results of operations and may require us to recognize excess inventory write-off charges.
Because our expense levels to a large extent are fixed in the short term, we likely will be unable to adjust
spending on a timely basis to compensate for any unexpected shortfall in sales and our operating results could be
harmed in any particular quarter.
Our products may be subject to average selling prices that decline over time. If we are unable to maintain or
increase average selling prices for existing products, increase our volumes, introduce new or enhanced
products with higher selling prices, or reduce our costs, our business and operating results could be harmed.
Historically in the semiconductor industry, average selling prices of products have decreased over time.
Moreover, our dependence on a limited number of key customers may make it easier for key customers to
pressure us to reduce prices. Further, we have made commitments not to exceed certain pricing with some key
customers on some of our products, and as a result, we may not be able to pass on any unexpected or additional
cost increases or fees associated with our suppliers.
If the average selling price of any of our products declines or we are unable to pass on increased supply
costs to our customers, and we are unable to increase our unit volumes, introduce new or enhanced products with
higher margins, and/or reduce manufacturing costs to offset anticipated decreases in the prices of our existing
products, our operating results may be adversely affected.
In addition, because of procurement lead times, we are limited in our ability to reduce total costs quickly in
response to any reductions in prices or sales shortfalls. Because of these factors, we may experience adverse
fluctuations in our future operating results on a quarterly or annual basis.
We are subject to risks relating to product concentration.
We derive a substantial portion of our revenues from a limited number of products, and we expect these
products to represent a large percentage of our revenues in the near term. Customer acceptance of these products
is critical to our future success. Our business, operating results, financial condition and cash flows could
therefore be adversely affected by:
▪
a decline in demand for any of our more significant products;
▪
a decline in the average selling prices of our more significant products;
▪
failure of our products to achieve continued market acceptance;
▪
competitive products;
▪
new technological standards or changes to existing standards that we are unable to address with our
products;
▪
manufacturing or supply issues that prevent us from meeting our customers’ demand for these products;
▪
a failure to release new products or enhanced versions of our existing products on a timely basis;
▪
the failure of our new products to achieve market acceptance; and
▪
any changes to a customer’s future product plans.
Our international operations subject our business to additional political and economic risks that could have
an adverse impact on our business.
In addition to international sales constituting a large portion of our net sales, we maintain international
operations, sales, and technical support personnel. International expansion has required, and will continue to
require, significant management attention and resources. There are risks inherent in expanding our presence into
non-U.S. regions, including, but not limited to:
▪
difficulties in staffing and managing non-U.S. operations, including compliance with local employment
regulations;
18

▪
failure in non-U.S. regions to adequately protect our intellectual property, patent, trademarks,
copyrights, know-how, and other proprietary rights and the risk of potential theft or compromise of our
intellectual property;
▪
global health conditions and potential natural disasters, including those resulting from climate change;
▪
power or water shortages or other operational disruptions, including those resulting from extreme
weather conditions;
▪
political, social and economic instability in international regions, including wars;
▪
international currency controls and exchange rate fluctuations;
▪
financial accounting and reporting burdens and complexities;
▪
vulnerability to terrorist groups targeting U.S. interests abroad;
▪
legal uncertainty regarding liability and compliance with non-U.S. laws and regulatory requirements;
and
▪
changing U.S. regulation of foreign operations, including potential sanctions.
If we are unable to successfully manage the demands of our international operations, it may have an adverse
effect on our business, financial condition, or results of operations.
We have significant international sales, and risks associated with these sales could harm our operating results.
International sales represented 99 percent, 97 percent, and 98 percent of our net sales in fiscal year 2024,
2023, and 2022, respectively.
We expect international sales to continue to represent a significant portion of product sales. This reliance on
international sales subjects us to certain risks, including risks associated with political and economic instability,
global health conditions, currency controls, exchange rate fluctuations, changes in import/export regulations, and
tariff and freight rates. For example, the political or economic instability in a given region may have an adverse
impact on the financial position of end users in the region, which could affect future orders and harm our results
of operations. Our international sales operations involve a number of other risks including, but not limited to:
▪
unexpected changes in government regulatory requirements;
▪
sales, VAT, or other indirect tax regulations and treaties and potential changes in regulations and treaties
in the United States and in and between countries in which we manufacture or sell our products;
▪
changes to countries’ banking and credit requirements;
▪
changes in diplomatic and trade relationships, including as a result of geopolitical conflict;
▪
delays resulting from difficulties in obtaining export licenses for technology, particularly in China;
▪
any changes in U.S. trade policy, including potential adoption and expansion of trade restrictions, higher
tariffs, or cross border taxation by the U.S. government involving other countries, particularly China,
that might impact overall customer demand for our products or affect our ability to manufacture and/or
sell our products overseas;
▪
tariffs and other barriers and restrictions, particularly in China;
▪
competition with non-U.S. companies or other domestic companies entering non-U.S. markets in which
we operate;
▪
longer sales and payment cycles;
▪
problems in collecting accounts receivable;
▪
the burdens of complying with a variety of non-U.S. laws; and
19

▪
changes to economic, social, or political conditions in countries such as Taiwan and China, where we
have significant operations.
In addition, our competitive position may be affected by the exchange rate of the U.S. dollar against other
currencies. While our sales are predominately denominated in U.S. dollars, increases in the value of the dollar
would increase the price in local currencies of our products in non-U.S. markets and make our products relatively
more expensive. We cannot provide assurances that regulatory, political, and other factors will not adversely
affect our operations in the future or require us to modify our current business practices.
We may acquire other companies or technologies, which may create additional risks, including risks
associated with our ability to successfully integrate these acquisitions into our business.
We continue to consider future acquisitions of other companies, or their technologies or products, to
improve our market position, broaden our technological capabilities, and expand our product offerings.
Acquiring companies or technologies involves a number of risks, including, but not limited to:
▪
the potential disruption of our ongoing business;
▪
unexpected costs or incurring unknown liabilities;
▪
the diversion of management resources from other strategic and operational issues;
▪
the inability to retain the employees of the acquired businesses;
▪
difficulties relating to integrating the operations and personnel of the acquired businesses;
▪
adverse effects on our existing customer relationships or the existing customer relationships of acquired
businesses;
▪
the potential incompatibility of the acquired business or their business customers;
▪
adverse effects associated with entering into markets and acquiring technologies in areas in which we
have little experience; and
▪
acquired intangible assets, including goodwill, becoming impaired as a result of technological
advancements or worse-than-expected performance of the acquired business. For example, during the
fourth quarter of fiscal year 2023, we revalued the acquired intangible assets from the acquisition of
Lion Semiconductor and recorded an impairment charge of $85.8 million related to the acquired
intangible assets. For further detail, see Note 7, “Intangibles, net and Goodwill.”
If we are unable to successfully address any of these risks, our business could be harmed.
Strategic and Industry Risks
We have entered into, and may enter into in the future, joint development agreements, custom product
arrangements, and strategic relationships with some of our largest customers. These arrangements subject us
to a number of risks, and any failure to execute on any of these arrangements could have a material adverse
effect on our business, results of operations, and financial condition.
We have entered into, and may enter into in the future, joint development, product collaboration and
technology licensing arrangements with some of our largest customers, and we expect to enter into new strategic
arrangements of these kinds from time to time in the future. Such arrangements can magnify several risks for us,
including loss of control over the development and development timeline of jointly developed products, risks
associated with the ownership of the intellectual property developed pursuant to such arrangements, and increased
risk that our joint development activities may result in products that are not commercially successful or that are not
available in a timely fashion. In addition, any third party with whom we enter into a joint development, product
collaboration, or technology licensing arrangement may fail to commit sufficient resources to the project, change its
policies or priorities, or abandon or fail to perform its obligations related to such arrangement. We have previously
and may in the future enter into customer product arrangements that provide for exclusivity periods during which
we may only sell specified products or technologies to that particular customer. Any failure to timely develop
20

commercially successful products through our joint development activities as a result of any of these and other
challenges could have a material adverse effect on our business, results of operations, and financial condition.
Our failure to develop and ramp new products into production in a timely manner could harm our operating
results.
Our success depends upon our ability to develop new products for new and existing customers, and to
introduce these products in a timely and cost-effective manner. The development of new products involves
significant investment and is highly complex. From time-to-time, we have experienced delays in developing and
introducing these new products. Successful product development and introduction depend on a number of factors
including, but not limited to:
▪
proper new product definition;
▪
timely completion of design and testing of new products;
▪
assisting our customers with integration of our components into their new products, including providing
support from the concept stage through design, launch and production ramp;
▪
successfully developing and implementing software necessary to integrate our products into our
customers’ products;
▪
achievement of acceptable manufacturing yields;
▪
availability of wafer fabrication, assembly, and test capacity; and
▪
market acceptance of our products and the products of our customers.
Both sales and/or margins may be materially affected if new product introductions are delayed, or if our
products are not designed into successive generations of new or existing customers’ products. Our failure to
develop and introduce new products successfully could harm our business and operating results.
In addition, difficulties associated with adapting our technology and product design to the proprietary
process technology and design rules of new foundries can lead to complications resulting in delays and/or
reduced yields of our products. Since low yields may result from either design or process technology failures,
yield problems may not be effectively determined or resolved until an actual product exists that can be analyzed
and tested to identify process sensitivities relating to the design rules that are used. As a result, yield problems
may not be identified until well into the production process, and resolution of yield problems may require
cooperation between our manufacturer and us. This risk could be compounded by the offshore location of certain
of our manufacturers, increasing the effort and time required to identify, communicate, and resolve
manufacturing yield problems. Manufacturing defects that we do not discover during the manufacturing or
testing process may lead to costly product recalls. These risks may lead to increased costs or delayed product
delivery, which would harm our profitability and customer relationships.
Our products are increasingly complex and could contain defects, which could result in material costs to us.
Product development in the markets we serve is becoming more focused on the integration of multiple
functions on individual devices. There is a general trend towards increasingly complex products, including
software or firmware developed by us and/or third parties. The greater integration of functions and complexity of
operations of our products increases the risk that we or our customers or end users could discover latent defects
or subtle faults after volumes of product have been shipped. Quality and reliability issues could result in material
costs and other adverse consequences to us, including, but not limited to:
▪
reduced margins;
▪
damage to our reputation;
▪
replacement costs for product warranty and support;
▪
payments to our customers related to recall claims, or the delivery of product replacements as part of a
recall claim, as a result of various industry or business practices, contractual requirements, or in order to
maintain good customer relationships;
21

▪
an adverse impact to our customer relationships by the occurrence of significant defects;
▪
a delay in recognition or loss of revenues, loss of market share, or failure to achieve market acceptance;
▪
writing off or reserving the value of inventory of such products; and
▪
a diversion of the attention of our engineering personnel from our product development efforts.
In addition, any defects or other problems with our products could result in financial losses or other
damages to our customers who could seek damages from us for their losses. A product liability or warranty claim
brought against us, even if unsuccessful, would likely be time consuming and costly to defend. In particular, the
sale of systems and components that are incorporated into certain applications for the automotive industry
involves a high degree of risk that such claims may be made.
While we believe that we are reasonably insured against some of these risks and that we have attempted to
contractually limit our financial exposure with many of our customers, a warranty or product liability claim
against us in excess of our available insurance coverage and established reserves, or a requirement that we
participate in a customer product recall, could have material adverse effects on our business, results of
operations, and financial condition.
Security vulnerabilities may exist in our products, which could expose us to significant costs and damage our
business.
Our hardware and software products, including software tools deployed by our customers, may be
vulnerable to cyber-attacks. An attack could disrupt the proper functioning of our products, disrupt or cause
errors in our customers’ products, allow unauthorized access to our or our customers’ proprietary information, or
cause other destructive outcomes. A failure to prevent or mitigate such an attack could harm our business
reputation, diminish our competitive position in the market, and expose us to significant expense and liability.
The costs to eliminate or alleviate cyber or other security problems, bugs, viruses, worms, phishing
attempts, ransomware, malicious software programs and security vulnerabilities could be significant, and our
efforts to address these problems may not succeed and could result in interruptions, delays, an inability to access
information, cessation of service and loss of existing or potential customers that may impede our sales,
manufacturing, distribution or other critical functions.
We continue to invest in research and development efforts for several new markets. If we are unable to
commercialize these technologies, our future results and profits could be negatively affected.
Our investments into new markets subject us to additional risks. We may have limited or no experience in
these markets, and our customers may not adopt our new offerings. These new offerings may present new and
difficult challenges, including risks related to technology, customers, competitors, product cycles, customer
demand, terms and conditions and other industry specific issues which could negatively affect our operating
results. These developing products and market segments may not grow as significantly or as quickly as projected,
or at all, and we may not realize an adequate return on our investments or may be required to write-down the
value of certain tangible and intangible assets.
We may experience difficulties developing and transitioning to advanced manufacturing process technologies,
which could materially adversely affect our results.
Our future success depends in part on our ability to expand our manufacturing capacity and transition our
current development and production efforts to advanced manufacturing process technologies. We continue to
make a significant investment to transition our products and intellectual property to next-generation circuit
geometries, for example 22 nanometers. If we are unable to reliably model behaviors required for circuit design
and product requirements, then our product development may be adversely impacted. To the extent that we do
not timely develop or transition to smaller geometries, experience difficulties in shifting to smaller geometries, or
have significant quality or reliability issues at these smaller geometries, our results could be materially adversely
affected. Further, if there are delays from such development or transition, we may have insufficient capacity to
meet customer demand, which may impact our future operating results.
22

We frequently develop our products for the specific system architecture of our customers’ end products. If our
customers were to change system architectures, develop competing technologies and integrated circuits,
incorporate some of the functionality of our products into other parts of the system, or eliminate certain
functionality that our products provide in their future end products, we risk the potential loss of revenue and
reduced average selling prices.
Our customers, particularly in the portable market, could potentially transition to different audio and system
architectures, develop their own competing technologies and ICs, integrate the functionality that our ICs and
software have historically provided into other components in their systems, or eliminate certain functionality that
our products provide in their future end products. Some of the audio and voice functionality and/or some of our
high-performance mixed-signal functionality that we have historically provided could be performed outside of
our components. If our customers were to transition to these different system architectures or to eliminate certain
functionality in their future end products, our results of operations could be adversely affected, resulting in
reduced average selling prices for our components and loss of revenue.
New and/or more stringent environmental laws, rules, regulations, and/or customer expectations may impact
our product design and manufacturing processes, which could increase our costs and adversely impact our
future operating results.
There has been an increase in the number of new and/or more stringent environmental laws, rules, and
regulations introduced in various jurisdictions related to controlling the transportation, storage, use, and
discharge of certain chemicals and materials used in the process of manufacturing semiconductors. Additionally,
our customers have certain requirements and expectations related to the potential environmental impacts of their
products and the processes used to manufacture them.
For example, a number of domestic and foreign jurisdictions regulate, or may seek to regulate, the use of a
class of chemicals known as per- and poly-fluoroalkyl substances (“PFAS”), which are currently used in our
products or the manufacture of some of our products. Additionally, the European Union Restriction of Hazardous
Substances (“RoHS”) Directive restricts the use of certain hazardous substances in electrical and electronic
equipment while the Registration, Evaluation, Authorisation and Restriction of Chemicals (“REACH”) regulation
addresses the production and use of chemical substances.
To comply with these regulations, and to meet customer requirements, we have in the past worked, and may
in the future, need to work, with our supply chain to eliminate certain substances from the manufacturing
processes used to produce our products. There may be instances where alternative substances will not be
available or commercially feasible, or may only be available from a single source, or may be significantly more
expensive than their restricted counterparts — resulting in increased manufacturing costs. Additionally, if we are
unable to comply with the regulations, we may be subject to fines, penalties, and/or restrictions imposed by
government agencies.
We expect that these and other rapidly changing laws, regulations, policies, interpretations, and
expectations, as well as increased enforcement actions by various governmental and regulatory agencies, will
continue to increase the cost of our compliance and internal risk management programs, which could have an
adverse effect on our business, results of operations, and financial condition. Further, if our practices and
disclosures do not meet the expectations and standards of our stockholders, customers, and other industry
stakeholders, our reputation and business activities may be negatively impacted and our appeal to certain
investors may be reduced.
We may be unable to protect our intellectual property rights.
Our success depends in part on our ability to obtain patents and to preserve our other intellectual property
rights covering our products. We seek patent protection for those inventions and technologies for which we
believe such protection is suitable and is likely to provide a competitive advantage to us. We also rely on trade
secrets, proprietary technology, non-disclosure and other contractual terms, and technical measures to protect our
technology and manufacturing knowledge. We actively work to foster continuing technological innovation to
maintain and protect our competitive position. We cannot provide assurances that steps taken by us to protect our
23

intellectual property will be adequate, that our competitors will not independently develop or design around our
patents, or that our intellectual property will not be misappropriated. In addition, the laws of some non-U.S.
countries may not protect our intellectual property as well as the laws of the United States.
Any of these events could materially and adversely affect our business, operating results, or financial
condition. Policing infringement of our technology is difficult, and litigation may be necessary in the future to
enforce our intellectual property rights. Any such litigation could be expensive, take significant time, and divert
management’s attention.
Financial Risks
We could be subject to changes in tax laws, the adoption of new U.S. or international tax legislation or
exposure to additional tax liabilities.
We are subject to taxes in the U.S. and numerous foreign jurisdictions, including the United Kingdom,
where a number of our subsidiaries are organized. Due to economic and political conditions, tax laws in various
jurisdictions may be subject to significant change. For example, many countries have started to implement
legislation and other guidance to align their international tax rules with the Organization of Economic
Cooperation and Development’s Base Erosion and Profit Shifting recommendations and action plan that aim to
standardize and modernize global corporate tax policy, including implementation of a global minimum tax
(“Pillar Two”). These and other changes in tax laws and regulations may impact both our international and
domestic tax liabilities and result in increased complexity and uncertainty and may adversely affect our provision
for income taxes. Our future effective tax rates could be affected by changes in the mix of earnings in countries
with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, or changes in tax
laws or their interpretation. If our effective tax rates were to increase, particularly in the U.S. or the United
Kingdom, or if the ultimate determination of taxes owed is for an amount in excess of amounts previously
accrued, our operating results, cash flows, and financial condition could be adversely affected.
Significant judgment is required in the calculation of our tax provision and the resulting tax liabilities. Our
estimates of future taxable income and the regional mix of this income can change as new information becomes
available. Any such changes in our estimates or assumptions can significantly impact our tax provision in a given
period. For discussion of our income taxes, see Note 19, “Income Taxes.”
We are also subject to the examination of our tax returns and other tax matters by the U.S Internal Revenue
Service (“IRS”) and other tax authorities and governmental bodies. We regularly assess the likelihood of an
adverse outcome resulting from these examinations to determine the adequacy of our provision for taxes. There
can be no assurance as to the outcome of these examinations.
The Company’s fiscal year 2017, 2018, and 2019 federal income tax returns are under examination by the
IRS. The IRS has proposed adjustments that would increase U.S. taxable income related to transfer pricing
matters with respect to our U.S. and U.K. affiliated companies. The final Revenue Agent’s Report asserted
additional tax of approximately $168.3 million, excluding interest, and imposing penalties of approximately
$63.7 million. We do not agree with the IRS’s positions and we are vigorously defending against the proposed
adjustments. We are pursuing resolution through the administrative process with the IRS Independent Office of
Appeals and, if necessary, through judicial remedies. We expect it could take a number of years to reach
resolution on these matters. Although the final resolution of these matters is uncertain, the Company believes
adequate amounts have been reserved for any adjustments to the provision for income taxes that may ultimately
result. However, if the IRS prevails in these matters, the assessed tax, interest, and penalties, if any, could have
an adverse impact on our financial position, results of operations, and cash flows in future periods.
If certain tax credits or incentives we receive change or cease to be in effect or applicable for any reason, or if
our assumptions and interpretations regarding tax laws and incentives prove to be incorrect, our financial
results could be adversely impacted.
Our operations are currently structured to benefit from various incentives available to us in various
jurisdictions to encourage research and development investment. For example, we receive a research and
development expenditure credit in the United Kingdom (“RDEC”), which is recorded for accounting purposes as
24

an offset to research and development expenses in the Company’s consolidated income statement and resulted in
a benefit of $40.9 million in fiscal year 2024. The Company makes estimates of the RDEC receivable as of each
balance sheet date, based upon facts known at the time. Although the Company does not expect its estimates to
be materially different from the amounts ultimately recognized, its estimates could differ from actual results. To
date, there have not been any material adjustments to the Company’s prior estimates of RDEC receivables. If
such credit is modified or rescinded, or we are no longer eligible for such credit, our financial results could be
adversely impacted, including increasing our R&D expenses, decreasing our profitability, and adversely affecting
our cash flows. See further discussion of the research and development expenditure credit in the U.K. in Note 2,
“Government Assistance.”
Shifts in industry-wide capacity and our practice of ordering and purchasing our products based on sales
forecasts may result in significant fluctuations in inventory and our quarterly and annual operating results.
Shifts in industry-wide capacity from shortages to oversupply, or from oversupply to shortages, may result
in significant fluctuations in our quarterly and annual operating results. In addition, we may order wafers and
build inventory in advance of receiving purchase orders from our customers. Because our industry is highly
cyclical and is subject to significant downturns resulting from excess capacity, overproduction, reduced demand,
order cancellations, or technological obsolescence, there is a risk that we will forecast inaccurately and produce
excess inventories of particular products. Customers may on occasion cancel, reschedule orders, or change future
product plans on short notice, leaving us with the potential for excess inventory. In addition, if we experience
supply constraints or manufacturing problems at a particular supplier, we may seek to switch suppliers or qualify
additional suppliers. Other suppliers may not be available at the time we seek to switch or qualify additional
suppliers. Even if additional capacity is available elsewhere, the switching and/or qualifying of additional
suppliers could be an expensive process and could take as long as six to twelve months to complete, which could
result in material adverse fluctuations to our operating results.
Due to the product manufacturing cycle characteristic of IC manufacturing and the inherent imprecision in
the accuracy of our customers’ forecasts, product inventories may not always correspond to product demand,
leading to shortages or surpluses of certain products. As a result of such inventory imbalances, future inventory
write-downs and charges to gross margin may occur due to lower of cost or market accounting, excess inventory,
and inventory obsolescence.
We have historically experienced fluctuations in our operating results and expect these fluctuations to
continue.
Our quarterly and annual operating results are affected by a wide variety of factors that could materially and
adversely affect our net sales, gross margin, and operating results. If our operating results fall below expectations
of market analysts or investors, the market price of our common stock could decrease significantly. We are
subject to business cycles and it is difficult to predict the timing, length, or volatility of these cycles. These
business cycles may create pressure on our sales, gross margin, and/or operating results and make it difficult for
us to predict operating results as between subsequent fiscal quarters.
Factors that could cause fluctuations and materially and adversely affect our net sales, gross margin and/or
operating results include, but are not limited to:
▪
the volume and timing of orders received;
▪
changes in the mix of our products sold;
▪
market acceptance of our products and the products of our customers;
▪
excess or obsolete inventory;
▪
pricing pressures from competitors and key customers;
▪
our ability to introduce new products on a timely basis;
▪
the timing and extent of our research and development expenses;
25

▪
the failure to anticipate changing customer product requirements;
▪
disruption in the supply of wafers, assembly, or test services;
▪
reduction of manufacturing yields;
▪
certain production and other risks associated with using independent manufacturers, assembly houses,
and testers; and
▪
product obsolescence, price erosion, competitive developments, and other competitive factors.
Our stock price has been and is likely to continue to be volatile.
The market price of our common stock fluctuates significantly. This fluctuation has been or may be the
result of numerous factors, including, but not limited to:
▪
actual or anticipated fluctuations in our operating results;
▪
announcements concerning our business or those of our competitors, customers, or suppliers;
▪
loss of a significant customer, or customers;
▪
changes in financial estimates by securities analysts or our failure to perform as anticipated by the
analysts;
▪
news, commentary, and rumors emanating from the media relating to our customers, the industry, or us.
These reports may be unrelated to the actual operating performance of the Company, and in some cases,
may be potentially misleading or incorrect;
▪
announcements regarding technological innovations or new products by us or our competitors;
▪
announcements by us of significant acquisitions, strategic partnerships, joint ventures, or capital
commitments;
▪
announcements by us of significant divestitures or sale of certain assets or intellectual property;
▪
litigation arising out of a wide variety of matters, including, employment matters and intellectual
property matters;
▪
departure of key personnel;
▪
a significant stockholder selling for any reason;
▪
general conditions in the IC industry; and
▪
general market conditions and interest rates.
Our foreign currency exposures may change over time as the level of activity in foreign markets grows and
could have an adverse impact upon financial results.
As a global enterprise, we face exposure to adverse movements in foreign currency exchange rates. Certain
of our assets, including certain bank accounts, exist in non-U.S. dollar-denominated currencies, which are
sensitive to foreign currency exchange rate fluctuations. The non-U.S. dollar-denominated currencies are
principally the British Pound Sterling. We also have a significant number of employees that are paid in foreign
currency, the largest group being United Kingdom-based employees who are paid in British Pounds Sterling.
If the value of the U.S. dollar weakens relative to these specific currencies, the cost of doing business in
terms of U.S. dollars rises. With the growth of our international business, our foreign currency exposures may
grow and under certain circumstances, could harm our business.
If we do not hedge against these risks, or our attempts to hedge against these risks are not successful, our
financial condition and results of operations could be adversely affected.
26

Our debt obligations may be a burden on our future cash flows and cash resources.
On July 8, 2021, the Company entered into a second amended and restated credit agreement (the “Second
Amended Credit Agreement”) which provides for a $300 million senior secured revolving credit facility (the
“Revolving Credit Facility”). The Revolving Credit Facility matures on July 8, 2026 (the “Maturity Date”). As of
March 30, 2024, the Company did not have an outstanding balance under the Revolving Credit Facility. To the
extent the Company has an outstanding balance, our ability to repay the principal of, to pay interest on, or to
refinance our indebtedness, depends on our future performance, which is subject to economic, financial,
competitive, regulatory, and other factors, some of which are beyond our control. Our business may not generate
cash flow from operations in the future sufficient to satisfy our obligations or to make necessary capital
expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives,
such as reducing or delaying investments or capital expenditures, selling assets, or refinancing or obtaining
additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance any
indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to
engage in any of these activities or engage in these activities on desirable terms, which could result in a default
on the Second Amended Credit Agreement.
Our Second Amended Credit Agreement contains restrictions that could limit our flexibility in operating our
business.
Our Second Amended Credit Agreement contains various covenants that could limit our ability to engage in
specified types of transactions under certain conditions. These covenants could limit our ability to, among other
things:
▪
pay dividends on, repurchase, or make distributions in respect of our capital stock or make other
restricted payments;
▪
incur additional indebtedness or issue certain preferred shares;
▪
make certain investments;
▪
sell certain assets;
▪
create liens;
▪
consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets; and
▪
enter into certain transactions with our affiliates.
A breach of any of these covenants could result in a default under the Second Amended Credit Agreement.
In the event of a default under the Second Amended Credit Agreement, the lenders could elect to declare all
amounts outstanding to be immediately due and payable. If our lenders accelerate the repayment of borrowings,
we may not be able to repay our debt obligations. If we were unable to repay amounts due to the lenders under
our credit facility, those lenders could proceed against the collateral granted to them to secure that indebtedness.
Legal and Regulatory Risks
We are subject to the export control regulations of the U.S. Department of State and the Department of
Commerce. A violation of these export control regulations could have a material adverse effect on our
business or our results of operations, cash flows, or financial position.
The nature of our international business subjects us to the export control regulations of the U.S. Department
of State and the Department of Commerce. Any changes regarding such regulations or U.S. trade policy more
generally, including potential adoption and expansion of trade restrictions or export controls, particularly with
respect to China, may impact overall customer demand for our products or affect our ability to manufacture and/
or sell our products overseas. Additionally, in response to Russia’s invasion of Ukraine, the U.S. government has
imposed numerous export controls and sanctions related to Russia.
Although we currently have licenses to export certain products and technologies, particularly to China, and we
have historically had limited sales to companies in Russia, any alleged violation could expose us to significant cost,
with any final determination of a violation of these export control regulations potentially resulting in monetary
27

penalties and denial of export privileges. Although we are not aware of any violation of any export control
regulations, a failure to comply with any of these regulations could have an adverse effect on our business.
Potential intellectual property claims and litigation could subject us to significant liability for damages and
could invalidate our proprietary rights.
The IC industry is characterized by frequent litigation regarding patent and other intellectual property rights.
We may find it necessary to initiate lawsuits to assert our patent or other intellectual property rights. These legal
proceedings could be expensive, take significant time, and divert management’s attention. We cannot provide
assurances that we will ultimately be successful in any lawsuit, nor can we provide assurances that any patent
owned by us will not be invalidated, circumvented, or challenged. We cannot provide assurances that rights
granted under our patents will provide competitive advantages to us, or that any of our pending or future patent
applications will be issued with the scope of the claims sought by us, if at all.
As is typical in the IC industry, our customers and we have, from time to time, received and may in the
future receive, communications from third parties asserting patents, mask work rights, or copyrights. In the event
third parties were to make a valid intellectual property claim and a license was not available on commercially
reasonable terms, our operating results could be harmed. Litigation, which could result in substantial cost to us
and diversion of our management, technical and financial resources, may also be necessary to defend us against
claimed infringement of the rights of others. An unfavorable outcome in any such litigation could have an
adverse effect on our future operations and/or liquidity.
We have provisions in our Certificate of Incorporation and Bylaws, and are subject to certain provisions of
Delaware law, which could prevent, delay, or impede a change of control of our company. These provisions
could affect the market price of our stock.
Certain provisions of Delaware law and of our Certificate of Incorporation and Bylaws could make it more
difficult for a third party to acquire us, even if our stockholders support the acquisition. These provisions include,
but are not limited to:
▪
the inability of stockholders to call a special meeting of stockholders;
▪
a prohibition on stockholder action by written consent; and
▪
a requirement that stockholders provide advance notice of any stockholder nominations of directors or
any proposal of new business to be considered at any meeting of stockholders.
We are also subject to the anti-takeover laws of Delaware that may prevent, delay, or impede a third party
from acquiring or merging with us, which may adversely affect the market price of our common stock.
Our Bylaws include a forum selection provision that could increase costs to bring a claim, discourage claims,
or limit the ability of the Company’s stockholders to bring a claim in a judicial forum viewed by the
stockholders as more favorable for disputes with the Company or the Company’s directors, officers, or other
employees.
Our Bylaws provide, to the fullest extent permitted by law, that, unless the Company consents in writing to
the selection of an alternative forum, the Court of Chancery of the State of Delaware or, if the Court of Chancery
does not have jurisdiction, a state court located within the State of Delaware or, if no state court located within
the State of Delaware has jurisdiction, the federal district court for the District of Delaware, will, to the fullest
extent permitted by applicable law, be the sole and exclusive forum for certain legal actions between the
Company and its stockholders. In addition, our Bylaws provide that the federal district courts of the United States
of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any
complaint asserting a cause of action arising under the Securities Act of 1933, as amended. The exclusive forum
clauses described above do not apply to suits brought to enforce a duty or liability created by the Exchange Act,
or any other claim for which the federal courts have exclusive jurisdiction. Any person or entity purchasing or
otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of, and consented to,
28

the provisions of our Bylaws described in the preceding sentences. The enforceability of similar choice of forum
provisions in other companies’ certificates of incorporation or bylaws has been challenged in legal proceedings
and there is uncertainty as to whether a court would enforce such provisions. In addition, investors cannot waive
compliance with the federal securities laws and the rules and regulations thereunder. This forum selection
provision may increase costs to bring a claim, discourage claims, or limit a stockholder’s ability to bring a claim
in a judicial forum that such stockholder finds favorable for disputes with the Company or the Company’s
directors, officers, or other employees, which may discourage such lawsuits against the Company or the
Company’s directors, officers, and other employees. Alternatively, if a court were to find the forum selection
provision contained in the Company’s Bylaws to be inapplicable or unenforceable in an action, the Company
could incur additional costs associated with resolving such action in other jurisdictions.
General Risks
Corporate social responsibility initiatives, specifically related to environmental, social and governance
(“ESG”) matters, may impose additional costs and expose us to emerging areas of risk.
Providing public disclosures regarding ESG matters, for example sustainability reporting, is becoming more
broadly expected by investors, shareholders, existing and potential employees, customers, and other third parties.
Certain organizations currently, and other organizations may in the future, use such disclosures to evaluate
companies regarding ESG activities and publish scores or ratings based upon ESG or “sustainability” metrics.
Potential and current investors may use the Company’s ESG ratings to guide their investment strategies and may
decrease or withdraw investment, or alternatively increase investment in our competitors, if our ESG
performance is perceived to be lagging. The qualitative and quantitative criteria regarding ESG may continue to
evolve and we may need to modify our practices and/or incur additional or unexpected costs to satisfy these
expectations. We may communicate certain goals or initiatives regarding our ESG activities from time to time,
including goals relating to our carbon footprint, and if we are unable to meet those goals or they are perceived to
be inadequate, we could be exposed to reputational damage and other emerging areas of risk.
In addition, one or more of our customers has required, and other customers may in the future request, that
we achieve certain carbon emission reductions and/or commit to the use of renewable energy in the manufacture
of our goods. Such requests may require us to modify our supply chain practices, make capital investments to
modify certain aspects of our operations, or increase our operating costs. There can be no assurance of the extent
to which any of our climate goals or the goals of our customers will be achieved or that any future investments
that we make in furtherance of achieving our climate goals or the goals of our customers will produce the
expected results or meet increasing stakeholder environmental, social and governance expectations. If we do not
meet these goals, we could incur adverse publicity and reaction or the loss of business from certain of our
customers, which could adversely impact our reputation, and in turn adversely impact our results of operations.
Further, we are subject to increased government laws, regulations, and other standards that impose
operational and reporting requirements related to ESG matters, and we will likely be subject to further evolving
ESG reporting standards in the future. For example, the SEC has adopted final rules that would require
registrants to include certain climate-related disclosures in their registration statements and periodic reports,
although the SEC has issued an order to stay its rules pending the outcome of litigation challenging the rules.
Collecting, measuring, and reporting ESG information and metrics in response to these increased requirements
can be costly, difficult, and time consuming. With these additional regulations and disclosures, we may see our
legal compliance, financial reporting, and auditing costs increase along with the emergence of risks associated
with the collection, data assurance, and disclosure related to such ESG information.
As we carry only limited insurance coverage, uninsured or under-insured losses could adversely affect our
financial condition and results of operations.
Our insurance policies may not be adequate to fully offset losses from covered incidents, and we do not
have coverage for certain losses. For example, there is limited coverage available with respect to the services
provided by our third-party foundries and assembly and test subcontractors. Although we believe that our
existing insurance coverage is consistent with common practices of companies in our industry, our insurance
coverage may be inadequate to protect us against product recalls, natural disasters (including those related to
29

changes in climate), cybersecurity and/or information security breaches, and other unforeseen catastrophes that
could adversely affect our financial condition and results of operations.
We are subject to the risks of owning real property.
We currently own our U.S. headquarters and research facility in Austin, Texas. The ownership of our U.S.
properties subjects us to the risks of owning real property, which may include:
▪
the possibility of environmental contamination and the costs associated with correcting any
environmental problems;
▪
adverse changes in the value of these properties, due to interest rate changes, changes in the
neighborhood in which the property is located, or other factors; and
▪
the risk of financial loss in excess of amounts covered by insurance, or uninsured risks, such as the loss
caused by damage to the buildings as a result of fire, floods, or other natural disasters (including those
related to changes in climate).
ITEM 1B. Unresolved Staff Comments
None.
ITEM 1C. Cybersecurity
The Board of Directors’ overall risk oversight function includes receiving reports on the Company’s
cybersecurity risks and our risk management processes, and assessing whether our risk management strategies
are reasonably designed to address such risks. The Board has delegated this oversight responsibility to our Audit
Committee, which reports periodically to the Board as appropriate.
Our Senior Vice President of Global Operations and our Director of Information Security are responsible for
ongoing assessment and supervision of cybersecurity risks, supported by a dedicated Information Security team
who reports up to those individuals. Our Director of Information Security has primary oversight of material risks
from cybersecurity threats, has over 25 years of experience in cybersecurity-related roles and holds industry-
recognized certifications. Our Senior Vice President of Global Operations and Director of Information Security
review and evaluate our cybersecurity readiness through internal cybersecurity measures and metrics, as well as
third-party penetration tests and control assessments against industry standards. We also employ various
defensive and continuous monitoring techniques designed to escalate potential issues in a timely manner to our
Director of Information Security.
Our Director of Information Security meets with the Audit Committee at least twice a year to discuss our
cybersecurity risks, strategy, and activities, including cybersecurity incidents and responses, cybersecurity
systems testing, third-party activities and related topics. In addition, we have governance and compliance
structures that are designed to elevate issues relating to cybersecurity to executive offcers, and, as appropriate, to
the Audit Committee and Board.
ITEM 2. Properties
As of March 30, 2024, our principal facilities are located in Austin, Texas and Edinburgh, Scotland,
United Kingdom. The Austin facilities, which we own, consist of approximately 155,000 square feet of office
space and are primarily occupied by research and development personnel and testing equipment. In addition, our
failure analysis and reliability facility occupies approximately 27,000 square feet.
Additionally, we have various leased facilities in Austin, Texas, consisting of approximately 281,000 square
feet, which includes approximately 275,000 square feet of leased space that houses a mixture of administrative
personnel as well as research and development personnel.
Additionally, we lease approximately 110,000 square feet of office space and 27,000 square feet of high
quality lab space in Edinburgh, Scotland, United Kingdom. See further details below in Results of Operation.
30

Below is a detailed schedule that identifies our principal locations of occupied leased and owned property as
of March 30, 2024, with various contractual lease terms through calendar year 2034. We believe that these
facilities are suitable and adequate to meet our current operating needs.
Design Centers
Sales Support Offices – International
Austin, Texas
Beijing, China
Chandler, Arizona
Shanghai, China
Cupertino, California
Shenzhen, China
Greensboro, North Carolina
Tokyo, Japan
Edinburgh, Scotland, United Kingdom
Singapore
Newbury, England, United Kingdom
Seoul, South Korea
Taipei, Taiwan
See Note 11 — Leases of the Notes to Consolidated Financial Statements contained in Item 8 for further
detail.
ITEM 3. Legal Proceedings
From time to time, we are involved in legal proceedings concerning matters arising in connection with the
conduct of our business activities. We regularly evaluate the status of legal proceedings in which we are involved
to assess whether a loss is probable or there is a reasonable possibility that a loss or additional loss may have
been incurred and to determine if accruals are appropriate. We further evaluate each legal proceeding to assess
whether an estimate of possible loss or range of loss can be made.
Based on current knowledge, management does not believe that there are any pending matters that could
potentially have a material adverse effect on our business, financial condition, results of operations or cash
flows. However, we are engaged in various legal actions in the normal course of business. While there can be no
assurances in light of the inherent uncertainties involved in any potential legal proceedings, some of which are
beyond our control, an adverse outcome in any legal proceeding could be material to our results of operations or
cash flows for any particular reporting period.
ITEM 4. Mine Safety Disclosures
Not applicable.
31

PART II
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Our common stock is traded on the NASDAQ’s Global Select Market under the symbol CRUS.
As of May 22, 2024, there were 324 holders of record of our common stock.
Dividend Policy
We have not paid any dividends on our capital stock. We do not anticipate declaring or paying in the
foreseeable future any dividends on our capital stock. Any future determination to pay dividends will be made at
the discretion of our board of directors, subject to applicable laws, and will depend upon our results of
operations, financial condition, contractual restrictions, capital requirements, and other factors. Our future ability
to pay dividends on our capital stock may be limited by the terms of any future debt that we may incur or any
preferred securities that we may issue in the future.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The following table provides information about purchases of equity securities that are registered by us
pursuant to Section 12 of the Exchange Act during the three months ended March 30, 2024 (in thousands, except
per share amounts):
Monthly Period
Total Number
of Shares
Purchased
Average Price Paid
Per Share
Total Number of
Shares
Purchased as
Part of Publicly
Announced
Plans
or Programs
Approximate
Dollar Value of
Shares That
May Yet Be
Purchased
Under the Plans
or Programs (1)
December 31, 2023 - January 27, 2024 . . . . . .
—
$
—
—
$365,126
January 28, 2024 - February 24, 2024 . . . . . . .
451
90.96
451
324,130
February 25, 2024 - March 30, 2024 . . . . . . . .
97
92.51
97
315,133
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
548
$91.23
548
$315,133
(1)
The Company currently has one active share repurchase authorization: $500 million in share repurchases
authorized by the Board of Directors in July 2022. The repurchases are to be funded from existing cash and
intended to be effected from time to time in accordance with applicable securities laws through the open
market, including pursuant to a Rule 10b5-1 trading plan, or in privately negotiated transactions. The timing
of the repurchases and the actual amount purchased depend on a variety of factors including general market
and economic conditions and other corporate considerations. The program does not have an expiration date,
does not obligate the Company to repurchase any particular amount of common stock, and may be modified
or suspended at any time at the Company’s discretion. The Company repurchased 0.5 million shares of its
common stock for $50.0 million during the fourth quarter of fiscal year 2024. All shares of our common
stock that were repurchased were retired as of March 30, 2024.
In fiscal year 2024, the Company’s net stock repurchases were subject to a 1 percent excise tax under the
Inflation Reduction Act, which are a reduction to accumulated earnings (deficit) in the Consolidated
Condensed Statements of Stockholders’ Equity. Disclosure of repurchased amounts and related average
price paid per share in the table above excludes the impact of excise taxes.
Stock Price Performance Graph
The following graph and table show a comparison of the five-year cumulative total stockholder return
(“TSR”), calculated on a dividend reinvestment basis, for Cirrus Logic, the Russell 3000 Index, the Philadelphia
Semiconductor Index, and the NASDAQ Composite Index.
32

Comparison of 5 Year Cumulative Total Return
Assumes Initial Investment of $100
March 2024
3/25/2023
3/26/2022
3/27/2021
3/28/2020
3/30/2019
0.00
300.00
200.00
100.00
400.00
3/30/2024
Russell 3000 Index
Philadelphia Semiconductor Index
NASDAQ Composite
Cirrus Logic, Inc.
3/30/2019
3/28/2020
3/27/2021
3/26/2022
3/25/2023
3/30/2024
Cirrus Logic, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . .
100.00
147.18
197.31
208.43
250.95
219.95
Russell 3000 Index . . . . . . . . . . . . . . . . . . . . . . . .
100.00
89.43
147.70
165.63
145.75
195.39
Philadelphia Semiconductor Index . . . . . . . . . . . .
100.00
108.78
230.38
264.61
237.87
378.21
NASDAQ Composite Index . . . . . . . . . . . . . . . . .
100.00
98.09
173.16
187.97
158.27
221.02
(1)
The graph assumes that $100 was invested in our common stock and in each index at the market close
on March 30, 2019, and that all dividends were reinvested. No cash dividends were declared on our
common stock during the periods presented.
(2)
Stockholder returns over the indicated period should not be considered indicative of future stockholder
returns.
(3)
For fiscal year 2024, the Company selected the Russell 3000 Index to include in its stock price
performance graph. The Company is making the change away from using the NASDAQ Composite
Index due to recent changes to the index used in the Company’s performance-based equity grants to
executives. This year’s stock price performance graph includes both the newly selected index and the
index used in the immediately preceding fiscal year.
The information in this Annual Report on Form 10-K appearing under the heading “Stock Price
Performance Graph” is being “furnished” pursuant to Item 201(e) of Regulation S-K under the Securities Act of
1933, as amended, and shall not be deemed to be “soliciting material” or “filed” with the Securities and
Exchange Commission or subject to Regulation 14A or 14C, other than as provided in Item 201(e) of
Regulation S-K, or to the liabilities of Section 18 of the Exchange Act.
33

ITEM 6. [Reserved]
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Please read the following discussion in conjunction with our audited historical consolidated financial
statements and notes thereto, which are included elsewhere in this Form 10-K. Management’s Discussion and
Analysis of Financial Condition and Results of Operations contains statements that are forward-looking. These
statements are based on current expectations and assumptions that are subject to risk, uncertainties and other
factors. Actual results could differ materially because of the factors discussed in Part I, Item 1A. “Risk Factors”
of this Form 10-K and elsewhere in this report, as well as in the documents we file with the SEC, including our
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Critical Accounting Estimates
Our discussion and analysis of the Company’s financial condition and results of operations are based upon the
consolidated financial statements included in this report, which have been prepared in accordance with U.S.
generally accepted accounting principles. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts. We evaluate the estimates on an on-going basis. We base
these estimates on historical experience and on various other assumptions that we believe to be reasonable under the
circumstances, the results of which form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under
different assumptions and conditions. Our accounting policies are more fully described in Note 2 — Summary of
Significant Accounting Policies of the Notes to Consolidated Financial Statements contained in Item 8.
The Company considers the following accounting policies to involve the highest degree of judgment in the
preparation of the consolidated financial statements:
Inventory Valuation
Inventories are stated at the lower of cost or net realizable value, with cost being determined on a first-in,
first-out basis. The Company writes down inventories to net realizable value based on forecasted customer unit
demand while taking into account product release schedules and product life cycles. The Company also reviews
and writes down inventory, as appropriate, based on the age and condition of the inventory. Actual demand and
market conditions may be different from those projected by management, which could have a material effect on
our operating results and financial position.
Uncertain Tax Positions
The calculation of our tax liabilities involves assessing uncertainties with respect to the application of
complex tax rules. Uncertain tax positions must meet a more likely than not threshold to be recognized in the
financial statements and the tax benefits recognized are measured based on the largest benefit that has a greater
than 50 percent likelihood of being realized upon final settlement. The ultimate settlement of uncertain tax
positions may differ from our estimates, which could result in the recognition of a tax benefit or an additional
charge to the income tax provision in the relevant period. See Note 19 — Income Taxes of the Notes to
Consolidated Financial Statements contained in Item 8 for additional details.
Recently Issued Accounting Pronouncements
For a discussion of recently issued accounting pronouncements, refer to Note 2 of the Notes to the
Consolidated Financial Statements.
Overview
Cirrus Logic develops low-power, high-precision mixed-signal processing solutions for a broad range of
customers. We track operating results in one reportable segment, but report revenue performance by product line:
audio and HPMS products. In fiscal year 2024, the Company made good progress executing on our strategic
initiatives. In our flagship audio business we completed design work on, and sampled, two next-generation
34

products: a boosted amplifier and a smart codec during the year. We also introduced our third-generation camera
controller, and gained traction in the laptop market.
While we are proud of our achievements in fiscal year 2024, we also encountered and successfully
navigated through short-term challenges that were associated with our new HPMS product not coming to market
as planned in fall 2023. Throughout the year we remained committed to disciplined execution, seeking to
increase both operational efficiency and the efficiency and competitiveness within our supply chain.
Fiscal Year 2024
Fiscal year 2024 net sales of $1.79 billion represented a decrease over fiscal year 2023 net sales of
$1.90 billion. Audio product line sales of $1.08 billion in fiscal year 2024 decreased 7.5 percent from fiscal year
2023 sales of $1.17 billion. The most significant drivers of the decrease were continued weakness in general
market sales, and to a lesser extent, a reduction in components shipping in tablets versus the prior fiscal year.
HPMS product line sales of $705.0 million represented a 2.8 percent decrease from fiscal year 2023 sales of
$725.6 million, largely attributable to a decline in general market sales, primarily in non-smartphone
applications.
Overall, gross margin for fiscal year 2024 was 51.2 percent. The increase in gross margin for fiscal year
2024 was primarily attributable to a decline in supply chain costs, including the absence of wafer premiums and
lower freight expense, in addition to a reduction in inventory reserves, partially offset by a less favorable product
mix. The Company’s number of employees decreased to 1,625 as of March 30, 2024. The Company achieved net
income of $274.6 million in fiscal year 2024, which included an income tax provision in the amount of
$89.4 million.
Fiscal Year 2023
Fiscal year 2023 net sales of $1.90 billion represented an increase over fiscal year 2022 net sales of
$1.78 billion. HPMS product line sales of $725.6 million represented a 22.1 percent increase from fiscal year
2022 sales of $594.3 million, primarily attributable to content gains in smartphones and higher ASPs. Audio
product line sales of $1.17 billion in fiscal year 2023 decreased from fiscal year 2022 sales of $1.19 billion. The
most significant driver of the decrease was the softening in general market and smartphone demand, partially
offset by ASP increases during fiscal year 2023.
Overall, gross margin for fiscal year 2023 was 50.4 percent. The decrease in gross margin for fiscal year
2023 was primarily attributable to an increase in supply chain costs, partially offset by higher ASPs and the
absence of the purchase price fair value adjustment to inventory, which was a one-time event in the second
quarter of fiscal year 2022, as a result of the Lion Semiconductor, Inc. (“Lion”) acquisition (the “Acquisition”).
The Company’s number of employees increased to 1,702 as of March 25, 2023. The Company achieved net
income of $176.7 million in fiscal year 2023, which included an income tax provision in the amount of
$78.0 million.
35

Results of Operations
The following table summarizes the results of our operations for each of the past three fiscal years as a
percentage of net sales. All percentage amounts were calculated using the underlying data, in thousands:
Fiscal Years Ended
March 30,
2024
March 25,
2023
March 26,
2022
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100%
100%
100%
Gross margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
51%
50%
52%
Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24%
24%
23%
Selling, general and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8%
8%
8%
Restructuring . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—%
1%
—%
Intangibles impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—%
4%
—%
Income from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19%
13%
21%
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1%
—%
—%
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—%
—%
—%
Other income (expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—%
—%
—%
Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20%
13%
21%
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5%
4%
3%
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15%
9%
18%
Net Sales
We report sales in two product line categories: audio products and HPMS products. Our sales by product
line are shown in the table below (in thousands).
Fiscal Years Ended
March 30,
2024
March 25,
2023
March 26,
2022
Audio Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,083,939
$1,172,007
$1,187,126
HPMS Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
704,951
725,610
594,334
$1,788,890
$1,897,617
$1,781,460
Net sales for fiscal year 2024 decreased by 5.7 percent, to $1.79 billion from $1.90 billion in fiscal year
2023. Audio product sales decreased $88.1 million, or 7.5 percent in fiscal year 2024. The most significant
drivers of the decrease were continued weakness in general market sales, primarily in non-smartphone
applications, and to a lesser extent, a reduction in components shipping in tablets versus the prior fiscal year. The
decrease in net sales also reflects a $20.7 million decrease in HPMS product sales, or 2.8 percent, from fiscal
year 2023 sales of $725.6 million, largely due to a decline in general market sales, primarily in non-smartphone
applications.
Net sales for fiscal year 2023 increased by 6.5 percent, to $1.90 billion from $1.78 billion in fiscal year
2022. The increase in net sales reflects a $131.3 million increase in HPMS product sales, or 22.1 percent, from
fiscal year 2022 sales of $594.3 million, which was primarily attributable to content gains in smartphones and
higher ASPs. Additionally, audio product sales decreased $15.1 million in fiscal year 2023. The most significant
driver of the decrease was the softening in general market and smartphone demand, partially offset by ASP
increases versus fiscal year 2022.
International sales, including sales to U.S.-based end customers that manufacture products through contract
manufacturers or plants located overseas, were approximately $1.8 billion in each of fiscal years 2024, 2023, and
2022, representing 99 percent, 97 percent, and 98 percent of net sales in fiscal year 2024, 2023, and 2022,
respectively. Our sales are denominated primarily in U.S. dollars.
36

Gross Margin
Overall gross margin of 51.2 percent for fiscal year 2024 increased from fiscal year 2023 gross margin of
50.4 percent. The increase was primarily due to a decline in supply chain costs, including the absence of wafer
premiums and lower freight expense, in addition to a reduction in inventory reserves compared to fiscal year
2023. The increase was partially offset by a less favorable product mix. Changes in excess and obsolete inventory
charges, including scrapped inventory, and sales of product written down in prior periods did not have a material
impact on margin in fiscal year 2024.
Overall gross margin of 50.4 percent for fiscal year 2023 decreased from fiscal year 2022 gross margin of
51.8 percent. The decrease reflects an increase in supply chain costs, partially offset by higher ASPs and the
absence of the purchase price fair value adjustment to inventory, as a result of the Acquisition. Changes in excess
and obsolete inventory charges, including scrapped inventory, and sales of product written down in prior periods
did not have a material impact on margin in fiscal year 2023.
Research and Development Expenses
Fiscal year 2024 research and development expenses of $426.5 million reflect a decrease of $31.9 million,
or 7.0 percent, from fiscal year 2023. The decrease was attributable to reduced amortization of acquisition
intangibles expense, increased R&D incentives compared to the prior fiscal year, and a decrease in acquisition-
related charges, variable compensation and product development costs, partially offset by an increase in
employee-related expenses, stock-based compensation and facilities-related costs. See Note 2 — Summary of
Significant Accounting Policies - Government Assistance for additional details relating to R&D incentives.
Fiscal year 2023 research and development expenses of $458.4 million reflect an increase of $52.1 million,
or 12.8 percent, from fiscal year 2022. The increase was attributable to increased stock-based compensation,
product development costs, employee-related expenses, primarily driven by a 7.0 percent increase in total R&D
headcount, facilities-related costs, amortization of acquisition intangibles, and acquisition-related expenses,
partially offset by reduced variable compensation and increased R&D incentives compared to fiscal year 2022.
Selling, General and Administrative Expenses
Fiscal year 2024 selling, general and administrative expenses of $144.2 million reflect a decrease of
$9.0 million, or 5.9 percent, compared to fiscal year 2023. The decrease was primarily attributable to decreased
employee-related and variable compensation costs, partially offset by increased stock-based compensation costs
in fiscal year 2024.
Fiscal year 2023 selling, general and administrative expenses of $153.1 million reflect an increase of
$2.1 million, or 1.4 percent, compared to fiscal year 2022. The increase was primarily attributable to increased
employee-related and stock-based compensation costs, partially offset by reduced variable compensation costs in
fiscal year 2023.
Restructuring
During the fourth quarter of fiscal year 2023, as part of our strategy to improve operational efficiency, the
Company abandoned or subleased office space at various properties to align our real property lease arrangements
with our anticipated operating needs. In fiscal year 2024, the Company recorded an additional $2.0 million in net
costs related to a workforce reduction action taken in the second quarter of fiscal year 2024 and the described
events above. The Company recorded restructuring costs of $10.6 million related to impairment of right-of-use
lease assets and leasehold improvements of $6.9 million, as well as other related charges of $3.7 million in fiscal
year 2023. See Note 12 — Restructuring for additional details.
Intangibles Impairment
Due to the prolonged weakness in the China smartphone market, the sales of our general market battery and
power products associated with the Acquisition were adversely affected. As a result, the Company revalued the
acquired intangible assets recorded in purchase accounting. In the fourth quarter of fiscal year 2023, the
Company impaired the related acquired intangible assets by $85.8 million. See additional details in Note 7 —
Intangibles, net and Goodwill.
37

Interest Income
Interest income in fiscal years 2024, 2023, and 2022, was $21.5 million, $10.0 million, and $1.6 million,
respectively. The increases in interest income in fiscal year 2024 and 2023 versus prior years were a function of
higher interest rates on average cash, cash equivalent, and marketable securities balances throughout the year.
Interest Expense
The Company reported interest expense of $0.9 million, $0.9 million and $0.9 million for fiscal years 2024,
2023, and 2022, respectively, primarily as a result of commitment fees under the Revolving Credit Facility,
described in Note 9.
Other Income (Expense)
In fiscal years 2024, 2023, and 2022 the Company reported $(0.1) million, $(3.4) million, and $1.7 million
respectively, in other income (expense), related to remeasurement on foreign currency denominated monetary
assets and liabilities and other non-operating income and expenses. Additionally, in fiscal year 2023, the
Company recorded a $2.7 million write down related to a technology start-up equity investment.
Provision for Income Taxes
We recorded income tax expense of $89.4 million in fiscal year 2024 on pre-tax income of $363.9 million,
yielding an effective tax rate of 24.6 percent. We recorded income tax expense of $78.0 million in fiscal year
2023 on pre-tax income of $254.7 million, yielding an effective tax rate of 30.6 percent. Our effective tax rates in
both fiscal year 2024 and 2023 were higher than the U.S. statutory rate of 21.0 percent, primarily due to U.S. tax
paid on our foreign earnings resulting from an increase in global intangible low-taxed income (GILTI), which is
treated as a period cost, and a reduction in foreign tax credits. GILTI is unfavorably impacted by a provision in
the Tax Cuts and Jobs Act of 2017 that requires research and development expenditures incurred starting in fiscal
year 2023 to be capitalized and amortized ratably over five or fifteen years depending on the location in which
the research activities are conducted. In addition, U.S. tax rules introduced in fiscal year 2023 related to
refundable tax credits, including R&D expenditure credits available to us in the United Kingdom, reduce the
amount of foreign tax credits available to offset GILTI.
We recorded income tax expense of $42.3 million in fiscal year 2022 on pre-tax income of $368.7 million,
yielding an effective tax provision rate of 11.5 percent. Our effective tax rate was lower than the U.S. statutory
rate of 21.0 percent, primarily due to the effect of income earned in certain foreign jurisdictions that is taxed
below the federal statutory rate and excess tax benefits from stock-based compensation.
The Organization for Economic Cooperation and Development has announced an Inclusive Framework on
Base Erosion and Profit Shifting, including Pillar Two Model Rules for a global minimum tax that call for the
taxation of large multinational corporations at a minimum rate of 15%. Certain jurisdictions, including the United
Kingdom, have enacted Pillar Two legislation that will start to become effective for our fiscal year 2025. Based
on enacted laws, Pillar Two is not expected to have a material impact on our consolidated financial statements.
For additional discussion about our income taxes, see Note 19 — Income Taxes.
Liquidity and Capital Resources
Operating Activities
In fiscal year 2024, cash flow from operations was $421.7 million. Operating cash flow during fiscal year
2024 was related to the cash components of our net income and an $18.4 million favorable change in working
capital. The favorable change in working capital was driven primarily by prepaid wafer usage (related to the
Capacity Reservation Agreement), decreases in other assets and increased income taxes payable, partially offset
by decreased accounts payable and acquisition-related liabilities, as well as increases in accounts receivable. In
fiscal year 2023, cash flow from operations was $339.6 million. Operating cash flow during fiscal year 2023 was
related to the cash components of our net income and a $55.6 million unfavorable change in working capital,
primarily driven by an increase in inventory and decreases in accounts payable and other accrued liabilities,
38

partially offset by a decrease in accounts receivable. In fiscal year 2022, cash flow from operations was
$124.8 million. Operating cash flow during fiscal year 2022 was related to the cash components of our net
income and a $316.1 million unfavorable change in working capital, primarily as a result of increases in long-
term prepaid wafers associated with terms of the Capacity Reservation Agreement with GlobalFoundries
(discussed further in Note 15 — Commitments and Contingencies of the Notes to the Consolidated Financial
Statements), accounts receivables and other assets (a portion of which resulted from terms of the Capacity
Reservation Agreement with GlobalFoundries), partially offset by increases in acquisition-related liabilities and
decreases in inventory for the period.
Investing Activities
In fiscal year 2024, the Company used $163.0 million in cash for investing activities primarily related to
$124.7 million in net purchases of marketable securities and capital expenditures and technology investments of
$38.3 million. In fiscal year 2023, the Company used $33.3 million in cash for investing activities principally
related to capital expenditures and technology investments of $36.7 million, offset by $3.4 million in net sales of
marketable securities. In fiscal year 2022, the Company used approximately $18.4 million in cash for investing
activities primarily related to $276.9 million associated with the acquisition of Lion and capital expenditures and
technology investments of $30.0 million, partially offset by $288.5 million in net sales of marketable securities.
Financing Activities
In fiscal years 2024, 2023, and 2022, the Company used $201.7 million, $230.3 million, and $178.7 million,
respectively, related to financing activities. In fiscal years 2024, 2023, and 2022, the Company utilized
approximately $186.0 million, $191.4 million, and $167.5 million, respectively, in cash to repurchase and retire
portions of its outstanding common stock. See Note 17 — Stockholders’ Equity for a description of our share
repurchase authorization.
Revolving Credit Facility
On July 8, 2021, the Company entered into a second amended and restated credit agreement (the “Second
Amended Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent, and the
lenders party thereto. The Second Amended Credit Agreement provides for a $300 million senior secured
revolving credit facility (the “Revolving Credit Facility”). The Revolving Credit Facility matures on July 8, 2026
(the “Maturity Date”). The Revolving Credit Facility is required to be guaranteed by all of Cirrus Logic’s
material domestic subsidiaries (the “Subsidiary Guarantors”). The Revolving Credit Facility is secured by
substantially all the assets of Cirrus Logic and any Subsidiary Guarantors, except for certain excluded assets.
On March 20, 2023, the Company, entered into the First Amendment (the “Amendment”) to its Second
Amended Credit Agreement, with the lending institutions party thereto and Wells Fargo Bank, National
Association, as administrative agent. The Amendment updates the benchmark interest rate provisions to replace
the London interbank offered rate (“LIBOR”) with the forward-looking secured overnight financing rate (“Term
SOFR”), for the purposes of calculating interest under the terms of the Second Amended Credit Agreement.
As of March 30, 2024, the Company had no amounts outstanding under the Revolving Credit Facility and
was in compliance with all covenants under the Second Amended Credit Agreement.
See Note 9 — Revolving Credit Facility for additional information including material terms and related
covenants.
Capital Requirements
Our future capital requirements will depend on many factors, including the rate of sales growth, market
acceptance of our products, the timing and extent of research and development projects, and potential future
acquisitions of companies or technologies, commitments under the Capacity Reservation Agreement with
GlobalFoundries (discussed further in Note 15 — Commitments and Contingencies of the Notes to the
Consolidated Financial Statements and Item 1A. Risk Factors) and the expansion of our sales and marketing
activities. We believe our expected future cash earnings, existing cash, cash equivalents, investment balances,
39

and available borrowings under our Revolving Credit Facility will be sufficient to meet our capital requirements
both domestically and internationally, in the short-term (i.e. the next 12 months) and in the long-term, although
we could be required, or could elect, to seek additional funding prior to that time. As of March 30, 2024, the
Company did not have any off-balance-sheet arrangements, that were reasonably likely to have a material effect
on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital
resources.
Contractual Cash Obligations
In our business activities, we incur certain commitments to make future payments under contracts such as
debt agreements, purchase orders, operating leases and other long-term contracts. See Note 9 — Revolving
Credit Facility, Note 11 — Leases and Note 15 — Commitments and Contingencies, of the notes to the
Consolidated Financial Statements in Item 8, for additional information related to these contractual obligations.
ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to market risks associated with interest rates on drawn balances of our Revolving Credit
Facility and marketable securities, and to currency movements on non-functional currency assets and liabilities.
We assess these risks on a regular basis and have established policies that are designed to protect against the
adverse effects of these and other potential exposures. All of the potential changes noted below are based on
sensitivity analyses as of March 30, 2024. Actual results may differ materially.
Interest Rate Risk
Our primary financial instruments include cash equivalents, marketable securities, accounts receivable,
accounts payable, and accrued liabilities. The Company’s investments are managed by outside professional
managers within investment guidelines set by the Company. These guidelines include security type, credit
quality, and maturity, and are intended to limit market risk by restricting the Company’s investments to high
quality debt instruments with relatively short-term maturities. The Company does not currently use derivative
financial instruments in its investment portfolio. Due to the short-term nature of our investment portfolio, our
downside exposure to interest rate risk is minimal.
To provide a meaningful assessment of the interest rate risk associated with our investment portfolio, the
Company performed a sensitivity analysis to determine the impact a change in interest rates would have on the
value of the investment portfolio assuming a 100 basis point parallel shift in the yield curve. Based on investment
positions as of March 30, 2024 and March 25, 2023, a hypothetical 100 basis point increase in interest rates
across all maturities would result in a $3.5 million and $0.8 million decline in the fair market value of the
portfolio, respectively. Such losses would only be realized if the Company sold the investments prior to maturity.
Foreign Currency Exchange Risk
Our revenue and spending is transacted primarily in U.S. dollars; however, in fiscal years 2024, 2023, and
2022, we entered into routine transactions in other currencies to fund the operating needs of certain legal entities
outside of the U.S. Our balance sheet also reflects monetary assets and liabilities in certain entities which are
remeasured to each entity’s functional currency. We use forward contracts to manage exposure to foreign
currency exchange risk attributable to certain non-functional currency balance sheet exposures. Gains and losses
from these foreign currency forward contracts are recognized currently in earnings along with the gains and
losses resulting from remeasuring the underlying exposures. Because most of the aggregate balance sheet
exposure is hedged by forward currency exchange contracts, at the end of any fiscal period a hypothetical
10 percent fluctuation in exchange rates relative to the U.S. dollar would result in an immaterial pretax currency
exchange gain or loss. See Note 5 — Derivative Financial Instruments for additional information related to our
hedging activities.
40

ITEM 8. Financial Statements and Supplementary Data
Index to Consolidated Financial Statements
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42) . . . . . . . . . . . . . . . . . . . . . . . . .
42
Consolidated Balance Sheets as of March 30, 2024 and March 25, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
45
Consolidated Statements of Income for the Fiscal Years Ended March 30, 2024, March 25, 2023, and
March 26, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
46
Consolidated Statements of Comprehensive Income for the Fiscal Years Ended March 30, 2024, March 25,
2023, and March 26, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
47
Consolidated Statements of Cash Flows for the Fiscal Years Ended March 30, 2024, March 25, 2023, and
March 26, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48
Consolidated Statements of Stockholders’ Equity for the Fiscal Years Ended March 30, 2024, March 25,
2023, and March 26, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
49
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50
41

Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Cirrus Logic, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Cirrus Logic, Inc. (the Company) as of
March 30, 2024 and March 25, 2023, the related consolidated statements of income, comprehensive income,
stockholders’ equity, and cash flows for each of the three fiscal years in the period ended March 30, 2024, and
the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the
consolidated financial statements present fairly, in all material respects, the financial position of the Company at
March 30, 2024 and March 25, 2023, and the results of its operations and its cash flows for each of the three
fiscal years in the period ended March 30, 2024, in conformity with U.S. generally accepted accounting
principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (PCAOB), the Company’s internal control over financial reporting as of March 30, 2024, based
on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 framework) and our report dated May 24, 2024 expressed an
unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express
an opinion on the Company’s financial statements based on our audits. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial
statements that was communicated or required to be communicated to the audit committee and that: (1) relates to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective or complex judgments. The communication of the critical audit matter does not alter in any way our
opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical
audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to
which it relates.
42

Inventory valuation
Description of
the Matter
At March 30, 2024, the Company’s inventory balance was $227.2 million. As discussed in
Note 2 of the financial statements, inventories are stated at the lower of cost or net realizable
value, which includes considerations for inventory becoming obsolete or in excess of
management’s forecasted customer unit demand. The Company writes down inventories to
net realizable value based on forecasted customer unit demand while taking into account
product release schedules and product life cycles. The Company also writes down inventory,
as appropriate, based on the age and condition of the inventory.
Auditing management’s estimate of excess and obsolete inventory involved subjective
auditor judgment because management’s determination of whether a write down is warranted
is judgmental and the estimate is sensitive to changes in assumptions, including
management’s assumptions over forecasted demand which may be impacted by, among other
things, future market and economic conditions outside of the Company’s control.
How We
Addressed the
Matter in Our
Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of
controls that address the risks of material misstatement relating to the valuation of inventory.
For example, we tested controls over management’s review of forecasted demand, the
significant assumptions, and the data underlying the excess and obsolete inventory valuation
estimate.
Among other audit procedures performed, we evaluated the significant assumptions
discussed above, including the forecasted customer unit demand utilized in the estimate, and
tested the completeness and accuracy of the underlying data used in management’s
calculation. We evaluated adjustments to forecasted demand for specific product
considerations and assessed the historical accuracy of management’s estimates by performing
a retrospective analysis comparing prior period forecasted demand to actual historical sales.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1984.
Austin, Texas
May 24, 2024
43

Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Cirrus Logic, Inc.
Opinion on Internal Control over Financial Reporting
We have audited Cirrus Logic, Inc.’s internal control over financial reporting as of March 30, 2024, based on
criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Cirrus Logic,
Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of
March 30, 2024, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (PCAOB), the consolidated balance sheets of the Company as of March 30, 2024 and March 25,
2023, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows
for each of the three fiscal years in the period ended March 30, 2024, and the related notes and our report dated
May 24, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and
for its assessment of the effectiveness of internal control over financial reporting included in the accompanying
Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an
opinion on the Company’s internal control over financial reporting based on our audit. We are a public
accounting firm registered with the PCAOB and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective internal control over financial
reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that
a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based
on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Austin, Texas
May 24, 2024
44

CIRRUS LOGIC, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)
March 30,
2024
March 25,
2023
Assets
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 502,764
$ 445,784
Marketable securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23,778
34,978
Accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
162,478
150,473
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
227,248
233,450
Prepaid assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48,047
35,507
Prepaid wafers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
86,679
60,638
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
55,198
57,026
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,106,192
1,017,856
Long-term marketable securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
173,374
36,509
Right-of-use lease assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
138,288
128,145
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
170,175
162,972
Intangibles, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29,578
38,876
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
435,936
435,936
Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48,649
35,580
Long-term prepaid wafers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60,750
134,363
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
68,634
73,729
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,231,576
$2,063,966
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
55,545
$
81,462
Accrued salaries and benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
47,612
50,606
Software license agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31,866
20,948
Current lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20,640
18,442
Acquisition-related liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
21,361
Other accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30,730
23,521
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
186,393
216,340
Long-term liabilities:
Non-current lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
134,576
122,631
Non-current income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
52,013
59,013
Software license agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
41,073
6,570
Other long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
507
1,130
Total long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
228,169
189,344
Stockholders’ equity:
Preferred stock, 5,000 shares authorized but unissued . . . . . . . . . . . . . . . . . . . . . . . .
—
—
Common stock, $0.001 par value, 280,000 shares authorized, 53,491 shares and
55,098 shares issued and outstanding at March 30, 2024 and March 25, 2023,
respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
53
55
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,760,648
1,670,086
Accumulated earnings (deficit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
58,916
(9,320)
Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,603)
(2,539)
Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,817,014
1,658,282
Total liabilities and stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,231,576
$2,063,966
The accompanying notes are an integral part of these financial statements.
45

CIRRUS LOGIC, INC.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)
Fiscal Years Ended
March 30,
2024
March 25,
2023
March 26,
2022
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,788,890
$1,897,617
$1,781,460
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
872,818
940,638
857,819
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
916,072
956,979
923,641
Operating expenses
Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
426,475
458,412
406,307
Selling, general and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . .
144,172
153,144
150,996
Restructuring . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,959
10,632
—
Intangibles impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
85,760
—
Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
572,606
707,948
557,303
Income from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
343,466
249,031
366,338
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21,493
9,985
1,563
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(915)
(898)
(948)
Other income (expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(108)
(3,379)
1,710
Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
363,936
254,739
368,663
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
89,364
78,036
42,308
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
274,572
176,703
326,355
Basic earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
5.06
$
3.18
$
5.70
Diluted earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
4.90
$
3.09
$
5.52
Basic weighted average common shares outstanding . . . . . . . . . . . . . . . .
54,290
55,614
57,278
Diluted weighted average common shares outstanding . . . . . . . . . . . . . .
56,021
57,226
59,143
The accompanying notes are an integral part of these financial statements.
46

CIRRUS LOGIC, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Fiscal Years Ended
March 30,
2024
March 25,
2023
March 26,
2022
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$274,572
$176,703
$326,355
Other comprehensive income (loss), before tax
Foreign currency translation loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(850)
(834)
(507)
Unrealized gain (loss) on marketable securities . . . . . . . . . . . . . . . . . . . . . . .
996
430
(5,587)
Benefit (provision) for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(210)
(90)
1,174
Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$274,508
$176,209
$321,435
The accompanying notes are an integral part of these financial statements.
47

CIRRUS LOGIC, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Fiscal Years Ended
March 30,
2024
March 25,
2023
March 26,
2022
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 274,572
$ 176,703
$ 326,355
Adjustments to net cash provided by operating activities:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48,292
71,202
62,061
Stock-based compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . .
89,271
81,641
66,392
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(13,304)
(34,513)
(15,002)
Loss on retirement or write-off of long-lived assets . . . . . . . . . . . . . . .
76
656
642
Other non-cash charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,362
3,102
370
Restructuring . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,959
10,632
—
Intangibles impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
85,760
—
Net change in operating assets and liabilities:
Accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(12,767)
89,791
(124,826)
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,204
(95,014)
42,502
Prepaid wafers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
47,571
—
(195,000)
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18,303
1,852
(92,584)
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(23,943)
(34,307)
10,529
Accrued salaries and benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(6,279)
(15,108)
10,049
Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15,108
(6,019)
(804)
Acquisition-related liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(21,361)
12,654
39,656
Other accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4,390)
(9,464)
(5,587)
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . .
421,674
339,568
124,753
Cash flows from investing activities:
Maturities and sales of available-for-sale marketable securities . . . . . .
37,032
18,683
371,545
Purchases of available-for-sale marketable securities . . . . . . . . . . . . . .
(161,699)
(15,299)
(83,023)
Purchases of property, equipment and software . . . . . . . . . . . . . . . . . .
(37,650)
(35,090)
(26,139)
Investments in technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(695)
(1,624)
(3,871)
Acquisition of business, net of cash obtained . . . . . . . . . . . . . . . . . . . .
—
—
(276,884)
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(163,012)
(33,330)
(18,372)
Cash flows from financing activities:
Debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
(1,718)
Payment of acquisition-related holdback . . . . . . . . . . . . . . . . . . . . . . . .
—
(30,949)
—
Issuance of common stock, net of shares withheld for taxes . . . . . . . . .
3,329
10,145
13,220
Repurchase of stock to satisfy employee tax withholding
obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(19,016)
(18,082)
(22,732)
Repurchase and retirement of common stock . . . . . . . . . . . . . . . . . . . .
(185,995)
(191,382)
(167,501)
Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(201,682)
(230,268)
(178,731)
Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . . . . .
56,980
75,970
(72,350)
Cash and cash equivalents at beginning of period . . . . . . . . . . . . . . . . . . . . .
445,784
369,814
442,164
Cash and cash equivalents at end of period . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 502,764
$ 445,784
$ 369,814
Supplemental disclosures of cash flow information
Cash payments during the year for:
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
43,377
$
91,955
$
35,693
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
658
537
572
The accompanying notes are an integral part of these financial statements.
48

CIRRUS LOGIC, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)
Common Stock
Additional
Paid-In
Capital
Accumulated
Earnings
(Deficit)
Accumulated
Other
Comprehensive
Income / (Loss)
Total
Shares
Amount
Balance, March 27, 2021 . . . . . . . . . . . .
57,652
$58
$1,498,761
$(112,689)
$ 2,875
$1,389,005
Net income . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
326,355
—
326,355
Change in unrealized gain (loss) on
marketable securities, net of tax . . . . .
—
—
—
—
(4,413)
(4,413)
Change in foreign currency translation
adjustments . . . . . . . . . . . . . . . . . . . . .
—
—
—
—
(507)
(507)
Issuance of stock under stock option
plans and other, net of shares
withheld for employee taxes . . . . . . . .
1,008
1
13,217
(22,732)
—
(9,514)
Repurchase and retirement of common
stock . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,064)
(2)
—
(167,499)
—
(167,501)
Amortization of deferred stock
compensation . . . . . . . . . . . . . . . . . . .
—
—
66,392
—
—
66,392
Balance, March 26, 2022 . . . . . . . . . . . .
56,596
$57
$1,578,370
$
23,435
$(2,045)
$1,599,817
Net income . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
176,703
—
176,703
Change in unrealized gain (loss) on
marketable securities, net of tax . . . . .
—
—
—
—
340
340
Change in foreign currency translation
adjustments . . . . . . . . . . . . . . . . . . . . .
—
—
—
—
(834)
(834)
Issuance of stock under stock option
plans and other, net of shares
withheld for employee taxes . . . . . . . .
861
1
10,141
(18,078)
—
(7,936)
Repurchase and retirement of common
stock . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,359)
(3)
—
(191,380)
—
(191,383)
Amortization of deferred stock
compensation . . . . . . . . . . . . . . . . . . .
—
—
81,575
—
—
81,575
Balance, March 25, 2023 . . . . . . . . . . . .
55,098
$55
$1,670,086
$
(9,320)
$(2,539)
$1,658,282
Net income . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
274,572
—
274,572
Change in unrealized gain (loss) on
marketable securities, net of tax . . . . .
—
—
—
—
786
786
Change in foreign currency translation
adjustments . . . . . . . . . . . . . . . . . . . . .
—
—
—
—
(850)
(850)
Issuance of stock under stock option
plans and other, net of shares
withheld for employee taxes . . . . . . . .
699
1
3,331
(19,012)
—
(15,680)
Repurchase and retirement of common
stock . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,306)
(3)
—
(187,324)
—
(187,327)
Amortization of deferred stock
compensation . . . . . . . . . . . . . . . . . . .
—
—
87,231
—
—
87,231
Balance, March 30, 2024 . . . . . . . . . . . .
53,491
$53
$1,760,648
$
58,916
$(2,603)
$1,817,014
The accompanying notes are an integral part of these financial statements.
49

CIRRUS LOGIC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.
Description of Business
Description of Business
Cirrus Logic, Inc. (“Cirrus Logic,” “We,” “Us,” “Our,” or the “Company”) 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.
We were incorporated in California in 1984, became a public company in 1989, and were reincorporated in
the State of Delaware in February 1999. Our primary facility housing engineering, sales and marketing, and
administration functions is located in Austin, Texas. We also have offices in various other locations in the
United States, United Kingdom, and Asia, including the People’s Republic of China, South Korea, Japan,
Singapore, and Taiwan. Our common stock, which has been publicly traded since 1989, is listed on the
NASDAQ’s Global Select Market under the symbol CRUS.
Basis of Presentation
We prepare financial statements on a 52- or 53-week year that ends on the last Saturday in March. Fiscal
year 2024 was a 53-week year. Fiscal years 2023 and 2022 were 52-week years.
Principles of Consolidation
The accompanying consolidated financial statements have been prepared in accordance with U.S. generally
accepted accounting principles (U.S. GAAP) and include the accounts of the Company and its wholly-owned
subsidiaries. All significant intercompany balances and transactions have been eliminated.
Reclassifications
Certain reclassifications have been made to prior year balances in order to conform to the current year’s
presentation of financial information.
Use of Estimates
The preparation of financial statements in accordance with U.S. GAAP requires the use of management
estimates. These estimates are subjective in nature and involve judgments that affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and liabilities at fiscal year-end and the reported amounts
of revenue and expenses during the reporting period. Actual results could differ from these estimates.
2.
Summary of Significant Accounting Policies
Cash and Cash Equivalents
Cash and cash equivalents consist primarily of money market funds, commercial paper, and U.S.
Government Treasury and Agency instruments with original maturities of three months or less at the date of
purchase.
Business Combinations
We account for business combinations using the acquisition method of accounting and allocate the fair
value of acquisition consideration to the assets acquired and liabilities assumed based on their fair values at the
acquisition date. The excess of the fair value of purchase consideration over the fair value of the assets acquired
and liabilities assumed is recorded as goodwill. The results of operations of the business acquired is included in
our consolidated statements of income beginning on the date of the acquisition.
50

Leases
We account for leases under ASC 842, Leases. Our leases generally contain fixed rental payments, with
additional variable payments linked to actual common area maintenance costs incurred by the landlord. These
variable payments are not included within the lease liability and right-of-use (“ROU”) asset, but are recognized
as an expense when incurred. As our leases typically do not provide an implicit rate, the Company determines the
Incremental Borrowing Rate (“IBR”) for each lease based on the information available at the commencement
date, taking into consideration necessary adjustments for collateral, currency, and lease term.
Operating leases in excess of 12 months are recognized on the balance sheet, with future lease payments
recognized as a liability, measured at present value, and the ROU asset recognized for the lease term. Lease
expense is recognized in the income statement over the lease term.
Inventories
We use the lower of cost or net realizable value to value our inventories, with cost being determined on a
first-in, first-out basis. One of the factors we consistently evaluate in the application of this method is the extent
to which products are accepted into the marketplace. By policy, we evaluate market acceptance based on known
business factors and conditions by comparing forecasted customer unit demand for our products over a specific
future period, or demand horizon, to quantities on hand at the end of each accounting period.
On a quarterly and annual basis, we analyze inventories on a part-by-part basis. Product life cycles and the
competitive nature of the industry are factors considered in the evaluation of customer unit demand at the end of
each quarterly accounting period. Inventory on-hand in excess of forecasted demand is considered to have
reduced market value and, therefore, the cost basis is adjusted to the lower of cost or net realizable value.
Typically, market values for excess or obsolete inventories are considered to be zero. Net inventory reserve
releases were $1.0 million in fiscal year 2024, primarily related to the sale of previously reserved inventory,
offset by charges for excess and obsolete inventory. Inventory charges recorded for excess and obsolete
inventory, including scrapped inventory, were $9.9 million in fiscal year 2023, related to a combination of
quality issues and inventory exceeding demand.
Inventories were comprised of the following (in thousands):
March 30,
2024
March 25,
2023
Work in process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$130,842
$116,088
Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
96,406
117,362
$227,248
$233,450
Property, Plant and Equipment, net
Property, plant and equipment is recorded at cost, net of depreciation and amortization. Depreciation and
amortization is calculated on a straight-line basis over estimated economic lives, ranging from 3 to 39 years.
Leasehold improvements are depreciated over the shorter of the term of the lease or the estimated useful life.
Furniture, fixtures, machinery, and equipment are all depreciated over a useful life of 3 to 10 years, while
buildings are depreciated over a period of up to 39 years. In general, our capitalized software is amortized over a
useful life of 3 years, with capitalized enterprise resource planning software being amortized over a useful life of
10 years. Gains or losses related to retirements or dispositions of fixed assets are recognized in the period
incurred. Additionally, if impairment indicators exist, the Company will assess the carrying value in relation to
the calculated fair value of the associated asset. The Company recorded $1.3 million of property, plant and
equipment charges during fiscal year 2023, related to restructuring. See Note 12 — Restructuring for further
detail. There were no additional material disposal charges for property, plant and equipment in fiscal years 2024,
2023 or 2022.
51

Property, plant and equipment was comprised of the following (in thousands):
March 30,
2024
March 25,
2023
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
23,853
$
23,853
Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
64,056
64,056
Furniture and fixtures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30,462
23,909
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
81,118
55,733
Machinery and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
200,999
188,403
Capitalized software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23,092
26,889
Construction in progress and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9
14,350
Total property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
423,589
397,193
Less: Accumulated depreciation and amortization . . . . . . . . . . . . . . . . . . . . .
(253,414)
(234,221)
Property, plant and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 170,175
$ 162,972
Depreciation and amortization expense on property, plant, and equipment for fiscal years 2024, 2023, and
2022 was $28.1 million, $27.1 million, and $24.8 million, respectively.
Goodwill
Goodwill is recorded at the time of an acquisition and is calculated as the difference between the aggregate
consideration paid for an acquisition and the fair value of the net tangible and intangible assets acquired. The
Company tests goodwill for impairment on an annual basis or more frequently if the Company believes
indicators of impairment exist. Impairment evaluations involve management’s assessment of qualitative factors
to determine whether it is more likely than not that goodwill is impaired. If management concludes from its
assessment of qualitative factors that it is more likely than not that impairment exists, then a quantitative
impairment test will be performed involving management estimates of future cash flows. Significant
management judgment is required in the forecasts of future operating results that are used in these evaluations.
Following the quantitative test, an impairment charge would be recorded for the amount the carrying value
exceeds the calculated fair value. The Company has recorded no goodwill impairment in fiscal years 2024, 2023,
and 2022.
Long-Lived Assets
Intangible assets include purchased technology licenses and patents that are reported at cost and are
amortized on a straight-line basis over their useful lives, generally ranging from 1 to 5 years. Acquired
intangibles include existing technology, core technology or patents, license agreements, in-process research &
development, trademarks, tradenames, customer relationships, and non-compete agreements. These assets are
amortized on a straight-line basis over lives ranging from 1 to 15 years.
We regularly review whether facts or circumstances exist that indicate the carrying values of property, plant
and equipment or other long-lived assets, including intangible assets, are impaired. We assess the recoverability
of assets by comparing the projected undiscounted net cash flows associated with those assets to their respective
carrying amounts. We measure any impairment loss by comparing the fair value of the asset to its carrying
amount. We estimate fair value based on discounted future cash flows, quoted market prices, or independent
appraisals. During the fourth quarter of fiscal year 2023, the Company recorded $85.8 million of acquired
intangible asset impairment charges. See Note 7 — Intangibles, net and Goodwill for further detail. There were
no other material intangible asset impairments recorded in fiscal years 2024, 2023, and 2022.
Foreign Currency Translation
Some of the Company’s subsidiaries utilize the local currency as the functional currency. The Company’s
main entities, including the entities that generate the majority of sales and employ the majority of employees, are
U.S. dollar functional.
52

Concentration of Credit Risk
Financial instruments that potentially subject us to material concentrations of credit risk consist primarily of
cash equivalents, marketable securities, long-term marketable securities, and trade accounts receivable. We are
exposed to credit risk to the extent of the amounts recorded on the balance sheet. By policy, our cash equivalents,
marketable securities, and long-term marketable securities are subject to certain nationally recognized credit
standards, issuer concentrations, sovereign risk, and marketability or liquidity considerations.
In evaluating our trade receivables, we perform credit evaluations of our major customers’ financial
condition and monitor closely all of our receivables to limit our financial exposure by limiting the length of time
and amount of credit extended. In certain situations, we may require payment in advance or utilize letters of
credit to reduce credit risk. By policy, we establish a reserve for trade accounts receivable based on the type of
business in which a customer is engaged, the length of time a trade account receivable is outstanding, and other
knowledge that we may possess relating to the probability that a trade receivable is at risk for non-payment.
We had three contract manufacturers aggregated at their parent level, Foxconn, Luxshare Precision, and
Pegatron, who represented 43 percent, 11 percent, and 10 percent, respectively, of our consolidated gross trade
accounts receivable as of the end of fiscal year 2024. We had three contract manufacturers aggregated at their
parent level, Foxconn, Pegatron, and Luxshare Precision, who represented 35 percent, 16 percent, and 11 percent,
respectively, of our consolidated gross trade accounts receivable as of the end of fiscal year 2023. No other
distributor or contract manufacturer had receivable balances that represented more than 10 percent of
consolidated gross trade accounts receivable as of the end of fiscal year 2024 or 2023.
Since the components we produce are largely proprietary and generally not available from second sources,
we consider our end customer to be the entity specifying the use of our component in their design. These end
customers may then purchase our products directly from us, from a distributor, or through a third-party
manufacturer contracted to produce their end product. For fiscal years 2024, 2023 and 2022, our ten largest end
customers represented approximately 95 percent, 92 percent and 93 percent of our sales, respectively. For fiscal
years 2024, 2023, and 2022, we had one end customer, Apple Inc., who purchased through multiple contract
manufacturers and represented approximately 87 percent, 83 percent, and 79 percent, of the Company’s total
sales, respectively. No other customer or distributor represented more than 10 percent of net sales in fiscal years
2024, 2023, or 2022.
Revenue Recognition
We recognize revenue upon the transfer of promised goods or services to customers, in an amount that
reflects the consideration the Company expects to be entitled in exchange for those goods or services.
Performance Obligations
The Company’s single performance obligation is the delivery of promised goods to the customer. The
promised goods are explicitly stated in the customer contract and are comprised of a single type of good. This
performance obligation is satisfied upon transfer of control of the promised goods to the customer, as defined per
the shipping terms within the customer’s contract. The vast majority of the Company’s contracts with customers
have an original expected term of one year or less. As allowed by ASC 606, the Company has not disclosed the
value of any unsatisfied performance obligations related to these contracts.
Contract balances
Payments are typically due within 30 to 60 days of invoicing and terms do not include a significant financing
component or noncash consideration. There have been no material impairment losses on accounts receivable. There
are no material contract assets or contract liabilities recorded on the consolidated balance sheets.
Transaction price
The transaction price is the amount of consideration to which the Company expects to be entitled in
exchange for transferring the promised goods to the customer. Fixed pricing is the consideration that is agreed
53

upon in the customer contract. Variable pricing includes rights of return, price protection and stock rotation.
Rights of return costs are estimated using the “most likely amount” method by reviewing historical returns to
determine the most likely customer return rate and applying materiality thresholds. Price protection includes
price adjustments available to certain distributors based upon established book price and a stated adjustment
period. Stock rotation is also available to certain distributors based on a stated maximum of prior billings.
The Company estimates all variable consideration at the most likely amount which it expects to be entitled.
The estimate is based on current and historical information available to the Company, including recent sales
activity and pricing. Variable consideration is only included in the transaction price to the extent that it is
probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the
uncertainty associated with the variable consideration is resolved. The Company defers all variable consideration
that does not meet the revenue recognition criteria.
Shipping Costs
Our shipping and handling costs are included in cost of sales for all periods presented in the consolidated
statements of income.
Advertising Costs
Advertising costs are expensed as incurred. Advertising costs were $0.3 million, $0.5 million, and
$0.9 million, in fiscal years 2024, 2023, and 2022, respectively.
Stock-Based Compensation
Stock-based compensation is measured at the grant date based on the grant-date fair value of the awards and
is recognized as an expense, on a ratable basis, over the vesting period, which is generally between 1 and 4 years.
Determining the amount of stock-based compensation to be recorded requires the Company to develop estimates
used in calculating the grant-date fair value of stock options and performance awards (also called market stock
units). The Company calculates the grant-date fair value for stock options and market stock units using the
Black-Scholes valuation model and the Monte Carlo simulation, respectively. The use of valuation models
requires the Company to make estimates of assumptions such as expected volatility, expected term, risk-free
interest rate, expected dividend yield, and forfeiture rates. The grant-date fair value of restricted stock units is the
market value at grant date multiplied by the number of units.
Income Taxes
We are required to calculate income taxes in each of the jurisdictions in which we operate. This process
involves calculating the actual current tax liability as well as assessing temporary differences in the recognition
of income or loss for tax and accounting purposes. These differences result in deferred tax assets and liabilities,
which are included in our consolidated balance sheet. We record a valuation allowance when it is more likely
than not that some portion or all of the deferred tax assets will not be realized. The Company evaluates the ability
to realize its deferred tax assets based on all the facts and circumstances, including projections of future taxable
income and expiration dates of carryover tax attributes.
The calculation of our tax liabilities involves assessing uncertainties with respect to the application of
complex tax rules and the potential for future adjustment of our uncertain tax positions by the U.S. Internal
Revenue Service or other taxing jurisdiction. We recognize liabilities for uncertain tax positions based on the
required two-step process. The first step requires us to determine if the weight of available evidence indicates
that the tax position has met the threshold for recognition; therefore, we must evaluate whether it is more likely
than not that the position will be sustained on audit, including resolution of any related appeals or litigation
processes. The second step requires us to measure the tax benefit of the tax position taken, or expected to be
taken, in an income tax return as the largest amount that is more than 50 percent likely of being realized upon
ultimate settlement. We reevaluate the uncertain tax positions each quarter based on factors including, but not
limited to, changes in facts or circumstances, changes in tax law, expirations of statutes of limitation, effectively
settled issues under audit, and new audit activity. A change in the recognition step or measurement step would
result in the recognition of a tax benefit or an additional charge to the tax provision in the period.
54

Although we believe the measurement of our liabilities for uncertain tax positions is reasonable, we cannot
assure that the final outcome of these matters will not be different than what is reflected in the historical income
tax provisions and accruals. If additional taxes are assessed as a result of an audit or litigation, it could have a
material effect on our income tax provision and net income in the period or periods for which that determination
is made. We operate within multiple taxing jurisdictions and are subject to audit in these jurisdictions. These
audits can involve complex issues which may require an extended period of time to resolve and could result in
additional assessments of income tax. We believe adequate provisions for income taxes have been made for all
periods. See Note 19 — Income Taxes for further detail.
Government Assistance
The Company benefits from the Research and Development Expenditure Credit (“RDEC”) program in the
United Kingdom. The RDEC is recorded as an offset to research and development expenses in the consolidated
statements of income, $40.9 million, $26.2 million, and $23.2 million in fiscal years 2024, 2023, and 2022,
respectively. RDEC receivables are first settled against the Company’s United Kingdom income taxes with the
remainder paid in cash on an annual basis. RDEC receivables as of March 30, 2024 and March 25, 2023 totaled
$27.9 million and $47.0 million, respectively, presented within “Other current Assets” and the combination of
“Other current Assets” and “Other Assets” respectively, on the consolidated balance sheets. While the duration of
RDEC benefits is indefinite, the program is subject to future policy changes and RDEC claims are subject to
regular audits by the United Kingdom government.
Net Income Per Share
Basic net income per share is based on the weighted effect of common shares issued and outstanding and is
calculated by dividing net income by the basic weighted average shares outstanding during the period. Diluted
net income per share is calculated by dividing net income by the weighted average number of common shares
used in the basic net income per share calculation, plus the equivalent number of common shares that would be
issued assuming exercise or conversion of all potentially dilutive common shares outstanding. These potentially
dilutive items consist primarily of outstanding stock options and restricted stock grants.
The following table details the calculation of basic and diluted earnings per share for fiscal years 2024,
2023, and 2022, (in thousands, except per share amounts):
Fiscal Years Ended
March 30,
2024
March 25,
2023
March 26,
2022
Numerator:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$274,572
$176,703
$326,355
Denominator:
Weighted average shares outstanding . . . . . . . . . . . . . . . . . . .
54,290
55,614
57,278
Effect of dilutive securities . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,731
1,612
1,865
Weighted average diluted shares . . . . . . . . . . . . . . . . . . . . . . .
56,021
57,226
59,143
Basic earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
5.06
$
3.18
$
5.70
Diluted earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
4.90
$
3.09
$
5.52
The weighted outstanding shares excluded from our diluted calculation for the years ended March 30,
2024, March 25, 2023, and March 26, 2022 were 325 thousand, 268 thousand, and 113 thousand, respectively, as
the exercise price of certain outstanding stock options exceeded the average market price during the period.
Accumulated Other Comprehensive Loss
Our accumulated other comprehensive loss is comprised of foreign currency translation adjustments and
unrealized gains and losses on investments classified as available-for-sale. See Note 18 — Accumulated Other
Comprehensive Income (Loss) for additional discussion.
55

Recently Issued Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to
Reportable Segment Disclosures. This ASU requires interim and annual disclosure of significant segment
expenses that are regularly provided to the CODM and included within each reported measure of a segment’s
profit or loss, requires interim disclosures about a reportable segment’s profit or loss and assets that are currently
required annually and requires disclosure of the position and title of the CODM and how the CODM uses
segment profit or loss information in assessing segment performance and deciding how to allocate resources. In
the event the CODM uses more than one measure of a segment’s profit or loss in assessing performance and
allocation of resources, clarification of disclosure requirements is provided. Additionally, a company with a
single reportable segment is required to provide all the disclosures prescribed under this ASU. The guidance is
effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years
beginning after December 15, 2024, to be applied retrospectively to all periods presented, with early adoption
permitted. The Company is currently evaluating the impact of this new guidance on the financial statements and
related disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income
Tax Disclosures. The guidance provides qualitative and quantitative updates to the rate reconciliation and income
taxes paid disclosures, requiring more consistent categories and greater disaggregation of information by
jurisdiction. This ASU is effective for financial statements issued for annual periods beginning after
December 15, 2024, with early adoption permitted, to be applied on a prospective basis, although retrospective
application is also permitted. The Company is currently evaluating the impact of this guidance on the financial
statements and related disclosures.
In March 2024, the SEC adopted final climate-related disclosure rules. The rules require disclosure of
climate-related risks that have had or are reasonably likely to have a material impact on the business strategy,
results of operations, or financial condition of the Company. Disclosure of climate-related risk management,
governance, greenhouse gas emissions, climate-related targets, and severe weather events, if material, is also
required. Subsequently, the SEC issued an order to stay the rules pending judicial review of challenges to the
rule. If the rules are ultimately implemented, they will be phased in and the Company may be required to begin
making certain disclosures beginning in fiscal year 2026. The Company is currently evaluating the impact of the
final rules on our disclosures.
3.
Marketable Securities
The Company’s investments have been classified as available-for-sale securities in accordance with U.S.
GAAP. Marketable securities are categorized on the consolidated balance sheet as “Marketable securities”
within the short-term or long-term classification, as appropriate.
The following table is a summary of available-for-sale securities (in thousands):
As of March 30, 2024
Amortized
Cost
Gross Unrealized
Gains
Gross Unrealized
Losses
Estimated Fair Value
(Net Carrying Amount)
Corporate debt securities . . . . . . . . . . . . . . .
$186,194
$115
$ (916)
$185,393
U.S. Treasury securities . . . . . . . . . . . . . . . .
9,850
—
(81)
9,769
Agency discount notes . . . . . . . . . . . . . . . . .
1,135
—
(11)
1,124
Commercial paper . . . . . . . . . . . . . . . . . . . .
866
—
—
866
Total securities . . . . . . . . . . . . . . . . . . . . . . .
$198,045
$115
$(1,008)
$197,152
The Company typically invests in highly-rated securities with original maturities generally ranging from one
to three years. The Company’s specifically identified gross unrealized losses of $1.0 million related to securities
with total amortized costs of approximately $172.1 million at March 30, 2024. Securities in a continuous
unrealized loss position for more than 12 months as of March 30, 2024 had an aggregate amortized cost of
$25.0 million and an aggregate unrealized loss of $0.3 million. The Company may sell certain of its marketable
securities prior to their stated maturities for strategic reasons including, but not limited to, anticipated or actual
56

changes in credit rating and duration management. The Company records an allowance for credit loss when a
decline in investment market value is due to credit-related factors. When evaluating an investment for
impairment, the Company reviews factors including the length of time and extent to which fair value has been
below cost basis, the financial condition of the issuer, changes in market interest rates and whether it is more
likely than not the Company will be required to sell the investment before recovery of the investment’s cost
basis. As of March 30, 2024, the Company does not consider any of its investments to be impaired.
As of March 25, 2023
Amortized
Cost
Gross Unrealized
Gains
Gross Unrealized
Losses
Estimated Fair Value
(Net Carrying Amount)
Corporate debt securities . . . . . . . . . . . . . . . .
$66,753
$ 91
$(1,825)
$65,019
Non-U.S. government securities . . . . . . . . . .
510
—
(3)
507
U.S. Treasury securities . . . . . . . . . . . . . . . .
5,728
17
(151)
5,594
Agency discount notes . . . . . . . . . . . . . . . . .
385
—
(18)
367
Total securities . . . . . . . . . . . . . . . . . . . . . . .
$73,376
$108
$(1,997)
$71,487
The Company’s specifically identified gross unrealized losses of $2.0 million related to securities with total
amortized costs of approximately $64.0 million at March 25, 2023. Securities in a continuous unrealized loss
position for more than 12 months as of March 25, 2023 had an aggregate amortized cost of $56.3 million and an
aggregate unrealized loss of $1.9 million as of March 25, 2023. As of March 25, 2023, the Company did not
consider any of its investments to be impaired.
The cost and estimated fair value of available-for-sale investments by contractual maturity were as follows:
March 30, 2024
March 25, 2023
Amortized
Cost
Estimated
Fair Value
Amortized
Cost
Estimated
Fair Value
Within 1 year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 24,071
$ 23,778
$35,824
$34,978
After 1 year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
173,974
173,374
37,552
36,509
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$198,045
$197,152
$73,376
$71,487
4.
Fair Value of Financial Instruments
The Company has determined that the assets and liabilities in the Company’s financial statements that are
required to be measured at fair value on a recurring basis are the Company’s cash equivalents and marketable
securities portfolio. The Company defines fair value as the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at the measurement date. The Company
applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels
and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to
the fair value measurement. The hierarchy gives the highest priority to unadjusted quoted prices in active markets
for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3
measurements).
▪
Level 1 — Quoted prices in active markets for identical assets or liabilities.
▪
Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted
prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are
observable or can be corroborated by observable market data for substantially the full term of the assets
or liabilities.
▪
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant
to the fair value of the assets or liabilities.
The Company’s cash equivalents and marketable securities portfolio consist of money market funds,
certificates of deposit, commercial paper, debt securities, non-U.S government securities, U.S Treasury
securities, and securities of U.S. government-sponsored enterprises, and are reflected on our consolidated balance
57

sheet under the headings cash and cash equivalents, marketable securities, and long-term marketable securities.
The Company determines the fair value of its marketable securities portfolio by obtaining non-binding market
prices from its third-party pricing providers on the last day of the quarter, whose sources may use quoted prices
in active markets for identical assets (Level 1 inputs) or inputs other than quoted prices that are observable either
directly or indirectly (Level 2 inputs) in determining fair value.
The Company’s long-term revolving facility, described in Note 9 — Revolving Credit Facility, bears
interest at a base rate plus applicable margin or forward-looking secured overnight financing rate (“Term
SOFR”) plus 10 basis points plus applicable margin. As of March 30, 2024, there are no amounts drawn under
the facility and the fair value is zero.
As of March 30, 2024 and March 25, 2023, the Company has no material Level 3 assets or liabilities. There
were no transfers between Level 1, Level 2, or Level 3 measurements for the years ending March 30, 2024 and
March 25, 2023.
The following summarizes the fair value of our financial instruments at March 30, 2024 (in thousands):
Quoted Prices
in Active
Markets for
Identical
Assets
Level 1
Significant
Other
Observable
Inputs
Level 2
Significant
Unobservable
Inputs
Level 3
Total
Assets:
Cash equivalents
Money market funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$439,065
$
—
$—
$439,065
Certificates of deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
400
—
400
$439,065
$
400
$—
$439,465
Available-for-sale securities
Corporate debt securities . . . . . . . . . . . . . . . . . . . . . . . . . .
$
—
$185,393
$—
$185,393
U.S. Treasury securities . . . . . . . . . . . . . . . . . . . . . . . . . . .
9,769
—
—
9,769
Agency discount notes . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
1,124
—
1,124
Commercial paper . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
866
—
866
$
9,769
$187,383
$—
$197,152
The following summarizes the fair value of our financial instruments at March 25, 2023 (in thousands):
Quoted Prices
in Active
Markets for
Identical
Assets
Level 1
Significant
Other
Observable
Inputs
Level 2
Significant
Unobservable
Inputs
Level 3
Total
Assets:
Cash equivalents
Money market funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$406,265
$
—
$—
$406,265
Available-for-sale securities
Corporate debt securities . . . . . . . . . . . . . . . . . . . . . . . . . .
$
—
$65,019
$—
$ 65,019
Non-U.S. government securities . . . . . . . . . . . . . . . . . . . . .
—
507
—
507
U.S. Treasury securities . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,594
—
—
5,594
Agency discount notes . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
367
—
367
$
5,594
$65,893
$—
$ 71,487
58

5.
Derivative Financial Instruments
Foreign Currency Forward Contracts
The Company uses foreign currency forward contracts to reduce the earnings impact that exchange rate
fluctuations have on non-functional currency balance sheet exposures. The Company recognizes both the gains
and losses on foreign currency forward contracts and the gains and losses on the remeasurement of
non-functional currency assets and liabilities within “Other income (expense)” in the consolidated statements of
income. The Company does not apply hedge accounting to these foreign currency derivative instruments.
As of March 30, 2024, the Company held one foreign currency forward contract denominated in British
Pound Sterling with a notional value of $4.3 million. The fair value of this contract was not material as of
March 30, 2024.
The before-tax effect of derivative instruments not designated as hedging instruments was as follows (in
thousands):
Fiscal Years Ended
March 30,
2024
March 25,
2023
March 26,
2022
Location
Loss recognized in income
Foreign currency forward contracts . . . . . . . . . . . .
$(431)
$(564)
$(283)
Other income (expense)
6.
Accounts Receivable, net
The following are the components of accounts receivable, net (in thousands):
March 30,
2024
March 25,
2023
Gross accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$162,478
$150,473
Allowance for doubtful accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
Accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$162,478
$150,473
The Company regularly evaluates the collectability of accounts receivable based on age, historical customer
payment trends and ongoing customer relations. The allowance for doubtful accounts and recoveries on bad debt
were immaterial for fiscal years 2024, 2023, and 2022.
7.
Intangibles, net and Goodwill
In the fourth quarter of fiscal 2023, due to the prolonged weakness in the China smartphone market, which
has had an adverse effect on sales of our general market battery and power products associated with the
acquisition of Lion Semiconductor, Inc. (“Lion”) (the “Acquisition”), the Company was prompted to assess the
recoverability and fair value of the acquired intangible assets recorded in purchase accounting. The Company
determined that a replacement cost approach was the most appropriate method to evaluate remaining fair value of
the technology. As a result, the Company recorded an intangibles impairment charge of $85.8 million in fiscal
year 2023.
59

The following information details the gross carrying amount, accumulated amortization, and net carrying
value of our intangible assets subject to amortization (in thousands):
March 30, 2024
March 25, 2023
Intangible Category /
Weighted-Average Remaining Amortization
Period (in years)
Gross
Amount
Accumulated
Amortization
Net
Carrying
Value
Gross
Amount
Accumulated
Amortization
Net
Carrying
Value
Existing technology (4.4) . . . . . . . . . .
146,146
(117,595)
28,551
146,146
(110,792)
35,354
Trademarks and tradename (a) . . . . . .
3,037
(3,037)
—
3,037
(2,973)
64
Customer relationships (0.4) . . . . . . . .
15,381
(14,840)
541
15,381
(13,422)
1,959
Technology licenses (2.9) . . . . . . . . . .
10,692
(10,206)
486
15,841
(14,342)
1,499
Total . . . . . . . . . . . . . . . . . . . . . . . . . . $175,256 $(145,678) $29,578 $180,405 $(141,529) $38,876
(a) Intangible assets are fully amortized as of March 30, 2024.
Amortization expense for intangibles in fiscal years 2024, 2023, and 2022 was $9.0 million, $33.7 million,
and $29.0 million, respectively. The following table details the estimated aggregate amortization expense for all
intangibles owned as of March 30, 2024, for each of the five succeeding fiscal years and in the aggregate
thereafter (in thousands):
Fiscal Year
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$7,478
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$6,725
2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$6,590
2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$6,589
2029 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,196
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
—
The goodwill balance included on the consolidated balance sheet was $435.9 million and $435.9 million at
March 30, 2024 and March 25, 2023, respectively.
8.
Acquisition
There were no acquisitions completed during fiscal year 2024. During fiscal year 2022, the Company
completed the acquisition of Lion. As a result of acquiring 100 percent of the outstanding share capital of Lion,
Lion became a wholly-owned subsidiary of the Company. This transaction was accounted for as a business
combination using the acquisition method of accounting. All of the acquired assets and liabilities of Lion have
been recorded at their respective fair values as of the acquisition date.
At the acquisition date, total consideration transferred was approximately $280.5 million, inclusive of
$4.9 million in cash acquired. During the third quarter of fiscal year 2022, an additional $1.2 million of
consideration was paid related to contractual post-closing adjustment provisions. The remaining merger
consideration of $31.0 million was subject to indemnity provisions as outlined in the merger agreement and paid
during fiscal year 2023.
In addition, $25.4 million of the merger consideration related to retention agreements with certain key
employees subject to continued employment with the Company. The merger consideration subject to retention
agreements was treated as compensation expense and recognized over the retention period in “Research and
development” expense in the consolidated statements of income. The merger consideration was paid in fiscal
year 2024.
The excess of the purchase price over the net assets acquired was recorded as goodwill during fiscal year
2022.
60

9.
Revolving Credit Facility
On July 8, 2021, the Company entered into a second amended and restated credit agreement (the “Second
Amended Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent, and the
lenders party thereto. The Second Amended Credit Agreement provides for a $300 million senior secured
revolving credit facility (the “Revolving Credit Facility”). The Revolving Credit Facility matures on July 8, 2026
(the “Maturity Date”). The Revolving Credit Facility is required to be guaranteed by all of Cirrus Logic’s
material domestic subsidiaries (the “Subsidiary Guarantors”). The Revolving Credit Facility is secured by
substantially all the assets of Cirrus Logic and any Subsidiary Guarantors, except for certain excluded assets.
On March 20, 2023, the Company, entered into the First Amendment (the “Amendment”) to its Second
Amended Credit Agreement, with the lending institutions party thereto and Wells Fargo Bank, National
Association, as administrative agent. The Amendment updates the benchmark interest rate provisions to replace
the London interbank offered rate (“LIBOR”) with the forward-looking secured overnight financing rate (“Term
SOFR”), for the purposes of calculating interest under the terms of the Second Amended Credit Agreement.
Borrowings under the Revolving Credit Facility may, at Cirrus Logic’s election, bear interest at either (a) a
base rate plus the applicable margin (“Base Rate Loans”) or (b) a Term SOFR rate plus a 10 basis point credit
spread adjustment plus the applicable margin. The applicable margin ranges from 0% to 0.75% per annum for
Base Rate Loans and 1.00% to 1.75% per annum for SOFR Loans based on the ratio of consolidated funded
indebtedness to consolidated EBITDA for the most recently ended period of four consecutive fiscal quarters (the
“Consolidated Leverage Ratio”). A Commitment Fee accrues at a rate per annum ranging from 0.175% to
0.275% (based on the Consolidated Leverage Ratio) on the average daily unused portion of the commitment of
the lenders.
The Revolving Credit Facility contains certain financial covenants providing that (a) the ratio of
consolidated funded indebtedness (minus up to $200 million of unrestricted cash and cash equivalents available
on such date) to consolidated EBITDA for the prior four consecutive quarters must not be greater than 3.00 to
1.00 (the “Consolidated Net Leverage Ratio”) and (b) the ratio of consolidated EBITDA for the prior four
consecutive quarters to consolidated interest expense paid or payable in cash for the prior four consecutive
quarters must not be less than 3.00 to 1.00 (the “Consolidated Interest Coverage Ratio”). The Second Amended
Credit Agreement also contains negative covenants limiting the Company’s or any Subsidiary’s ability to, among
other things, incur debt, grant liens, make investments, effect certain fundamental changes, make certain asset
dispositions, and make certain restricted payments. Further, the Second Amended Credit Agreement contains
customary affirmative covenants, including, among others, covenants regarding the payment of taxes and other
obligations, maintenance of insurance, reporting requirements, and compliance with applicable laws and
regulations.
As of March 30, 2024, the Company had no amounts outstanding under the Revolving Credit Facility and
was in compliance with all covenants under the Second Amended Credit Agreement.
As of March 30, 2024, future interest payment obligations based on forecasted commitment fees under the
Revolving Credit Facility were as follows (in thousands):
Fiscal Year
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 404
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
532
2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
277
2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
2029 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,213
61

10. Revenues
Disaggregation of revenue
We disaggregate revenue from contracts with customers by product line and ship to location of the
customer. Sales are designated in the product line categories of Audio and High-Performance Mixed-Signal
(“HPMS”).
Total net sales based on the product line disaggregation criteria described above are shown in the table
below (in thousands).
Fiscal Years Ended
March 30,
2024
March 25,
2023
March 26,
2022
Audio Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,083,939
$1,172,007
$1,187,126
HPMS Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
704,951
725,610
594,334
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,788,890
$1,897,617
$1,781,460
The geographic regions that are reviewed are China, the United States, and the rest of the world.
Total net sales based on the geographic disaggregation criteria described are as follows (in thousands):
Fiscal Years Ended
March 30,
2024
March 25,
2023
March 26,
2022
China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,114,310
$1,230,602
$1,197,812
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17,971
52,688
29,513
Rest of World . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
656,609
614,327
554,135
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,788,890
$1,897,617
$1,781,460
See Note 2 — Summary of Significant Accounting Policies for additional discussion surrounding revenue
recognition considerations.
11. Leases
The Company has operating leases for corporate offices and certain office equipment. Our leases have
remaining lease terms of 1 year to 25 years, some of which include options to extend the leases that are
considered reasonably certain to be exercised. There are no residual value guarantees in any of our leases. No
restrictions or covenants have been imposed on the Company as a result of the lease agreements in place. All of
the Company’s leases have been classified as operating leases.
The components of net operating lease expense were as follows (in thousands):
Fiscal Years Ended
March 30,
2024
March 25,
2023
Operating lease — in excess of 12 months . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$17,498
$18,071
Variable lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,259
6,226
Short-term lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
853
86
Operating lease income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(164)
(464)
Total net operating lease expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$23,446
$23,919
62

Supplemental operating lease information:
Fiscal Years Ended
March 30,
2024
March 25,
2023
Balance Sheet Information (in thousands)
Operating lease right-of-use assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$138,288
$128,145
Operating lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$155,216
$141,073
Cash Flow Information (in thousands)
Operating cash flows from operating leases . . . . . . . . . . . . . . . . . . . . . . . . .
$ 19,189
$ 14,531
Non-Cash Information
Right-of-use assets obtained in exchange for new operating lease
liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24,784
4,381
Lease remeasurements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,606)
(28,965)
Lease impairments and other related charges . . . . . . . . . . . . . . . . . . . . . .
(563)
(5,579)
Operating Lease Information
Weighted-average remaining lease term — operating leases (in years) . . . .
12
13
Weighted-average discount rate — operating leases . . . . . . . . . . . . . . . . . .
4%
4%
Subsequent to March 30, 2024, the Company entered into additional operating leases, with a total estimated
lease liability of approximately $5 million, with lease terms ranging from 1 to 10 years.
Future lease commitments under non-cancellable leases, including extension options reasonably anticipated
to be exercised as of March 30, 2024, are as follows (in thousands):
Fiscal Year
Operating Lease Commitments
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 21,006
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20,823
2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18,705
2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19,121
2029 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17,922
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . .
102,968
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$200,545
Less imputed interest and other . . . . . . .
(45,329)
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$155,216
Operating lease liabilities consisted of the following (in thousands):
March 30,
2024
March 25,
2023
Current lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 20,640
$ 18,442
Non-current lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
134,576
122,631
Total operating lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$155,216
$141,073
12. Restructuring
On July 12, 2023, during the second quarter of fiscal year 2024, the Company announced a workforce
reduction of approximately 5% of its global employees. This action was taken in response to overall market
conditions and the impact of a new product previously scheduled for introduction in fall 2023 that did not come
to market as anticipated. The Company incurred severance and other related charges of $2.3 million related to
this restructuring event. In the third quarter of fiscal year 2024, a recovery of restructuring costs of $0.4 million
63

was recorded for the settlement of certain lease obligations related to abandoned office space associated with the
fiscal year 2023 restructuring event discussed below. The net costs are presented within “Restructuring” on the
consolidated statements of income. As of March 30, 2024, there were no remaining liabilities related to this
restructuring event.
In fiscal year 2023, the Company was focused on improving operational efficiency and accordingly took a
number of steps, including reducing our global real estate footprint, product prioritization, and some restructuring
actions. As part of this strategy, the Company decided to abandon or sublease office space at various properties
worldwide to align our real property lease arrangements with our anticipated operating needs. As a result, the
Company recorded $10.6 million of restructuring charges, which consisted of $6.9 million of impairment of
right-of-use lease assets and leasehold improvements, and $3.7 million of other related charges in fiscal year
2023. These costs are presented within “Restructuring” on the consolidated statements of income. As of
March 30, 2024, restructuring-related liabilities of $1.6 million are primarily presented within the “Other
accrued liabilities” on the consolidated balance sheet. We expect the restructuring-related liabilities to be
substantially paid out in cash during fiscal year 2025.
13. Postretirement Benefit Plans
We have Defined Contribution Plans (“the Plans”) covering all of our qualifying employees. Under the
Plans, employees may elect to contribute any percentage of their annual compensation up to the annual
regulatory limits. The Company made matching employee contributions of $11.0 million, $10.2 million, and
$9.6 million during fiscal years 2024, 2023, and 2022, respectively.
14. Equity Compensation
The Company is currently granting equity awards from the 2018 Long Term Incentive Plan (the “Plan”),
which was approved by stockholders in August 2018 and subsequently amended on July 29, 2022. The Plan
provides for granting of stock options, restricted stock awards, performance awards, phantom stock awards, and
bonus stock awards, or any combination of the foregoing. To date, the Company has granted stock options,
restricted stock awards, phantom stock awards (also called restricted stock units), and performance awards (also
called market stock units). Each stock option granted reduces the total shares available for grant under the Plan
by one share. Each full value award granted (including restricted stock awards, restricted stock units and market
stock units) reduces the total shares available for grant under the Plan by 1.5 shares. Stock options generally vest
between one and four years, and are exercisable for a period of ten years from the date of grant. Restricted stock
units are generally subject to vesting from one to three years, depending upon the terms of the grant. Market
stock units are subject to a vesting schedule of three years.
The following table summarizes the activity in total shares available for grant (in thousands):
Shares
Available for
Grant
Balance, March 27, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,025
Shares added . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,679)
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
271
Balance, March 26, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,617
Shares added . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,090
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,536)
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
303
Balance, March 25, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,474
Shares added . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,813)
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
317
Balance, March 30, 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
978
64

Stock-based Compensation Expense
The following table summarizes the effects of stock-based compensation on cost of goods sold, research and
development, sales, general and administrative, pre-tax income, and net income after taxes for shares granted
under the Plan (in thousands, except per share amounts):
Fiscal Year
2024
2023
2022
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
1,403
$
1,270
$
1,024
Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
63,678
57,312
44,154
Sales, general and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24,190
23,059
21,214
Effect on pre-tax income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
89,271
81,641
66,392
Income Tax Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(20,646)
(15,184)
(11,521)
Total stock-based compensation expense (net of taxes) . . . . . . . . . . . . . . . . .
68,625
66,457
54,871
Stock-based compensation effects on basic earnings per share . . . . . . . . . . . . . .
$
1.26
$
1.19
$
0.96
Stock-based compensation effects on diluted earnings per share . . . . . . . . . . . .
1.22
1.16
0.93
The total stock-based compensation expense included in the table above and which is attributable to
restricted stock units and market stock units was $85.1 million, $78.0 million, $63.2 million, for fiscal years
2024, 2023, and 2022, respectively. Stock-based compensation expense is presented within operating activities in
the consolidated statement of cash flows.
As of March 30, 2024, there was $140.6 million of compensation costs related to non-vested stock options,
restricted stock units, and market stock units granted under the Company’s equity incentive plans not yet
recognized in the Company’s financial statements. The unrecognized compensation cost is expected to be
recognized over a weighted average period of 1.78 years for stock options, 1.53 years for restricted stock units,
and 1.91 years for market stock units.
In addition to the income tax benefit of stock-based compensation expense shown in the table above, the
Company recognized excess tax benefits of $0.2 million, $1.4 million and $3.9 million in fiscal years 2024, 2023,
and 2022 respectively.
Stock Options
We estimate the fair value of each stock option on the date of grant using the Black-Scholes option-pricing
model using a dividend yield of zero and the following additional assumptions:
March 30, 2024
March 25, 2023
March 26, 2022
Expected stock price volatility . . . . .
34.53% - 39.92%
35.18% - 46.50%
36.85% - 41.66%
Risk-free interest rate . . . . . . . . . . . .
3.99% - 4.11%
2.47% - 3.96%
0.82% - 1.62%
Expected term (in years) . . . . . . . . . .
3.85 - 4.07
4.04 - 4.33
4.22 - 4.39
The Black-Scholes valuation calculation requires us to estimate key assumptions such as stock price
volatility, expected term, risk-free interest rate and dividend yield. The expected stock price volatility is based
upon implied volatility from traded options on our stock in the marketplace. The expected term of options
granted is derived from an analysis of historical exercises and remaining contractual life of stock options, and
represents the period of time that options granted are expected to be outstanding after becoming vested. The risk-
free interest rate reflects the yield on zero-coupon U.S. Treasury securities for a period that is commensurate with
the expected term assumption. Finally, we have never paid cash dividends, do not currently intend to pay cash
dividends, and thus have assumed a zero percent dividend yield.
Using the Black-Scholes option valuation model, the weighted average estimated fair values of stock
options granted in fiscal years 2024, 2023, and 2022, were $39.61, $42.37, and $37.31, respectively.
65

During fiscal years 2024, 2023, and 2022, we received a net $3.3 million, $10.1 million, and $13.2 million,
respectively, from the exercise of 0.1 million, 0.2 million, and 0.3 million, respectively, stock options granted
under the Company’s Stock Plan.
The total intrinsic value of stock options exercised during fiscal year 2024, 2023, and 2022, was
$2.8 million, $11.4 million, and $15.8 million, respectively. Intrinsic value represents the difference between the
market value of the Company’s common stock at the time of exercise and the strike price of the stock option.
Additional information with respect to stock option activity is as follows (in thousands, except per share
amounts):
Outstanding Options
Number
Weighted
Average
Exercise Price
Balance, March 27, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,059
$49.87
Options granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
88
87.52
Options exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(327)
40.31
Options forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
Options expired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
Balance, March 26, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
820
$57.75
Options granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
143
96.33
Options exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(225)
45.10
Options forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(18)
71.14
Options expired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
Balance, March 25, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
720
$69.03
Options granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
132
92.69
Options exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(66)
50.39
Options forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
Options expired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
Balance, March 30, 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
786
$74.56
Additional information with regards to outstanding options that are vesting, expected to vest, or exercisable
as of March 30, 2024 is as follows (in thousands, except years and per share amounts):
Number of
Options
Weighted
Average
Exercise price
Weighted Average
Remaining Contractual
Term (years)
Aggregate
Intrinsic Value
Vested and expected to vest . . . . . . . . . . . . . . . . .
774
$74.26
6.60
$15,226
Exercisable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
494
$63.84
5.25
$14,443
In accordance with U.S. GAAP, stock options outstanding that are expected to vest are presented net of
estimated future option forfeitures, which are estimated as compensation costs are recognized. Options with a fair
value of $4.2 million, $3.0 million, and $4.6 million, became vested during fiscal years 2024, 2023, and 2022,
respectively.
66

The following table summarizes information regarding outstanding and exercisable options as of March 30,
2024 (in thousands, except per share amounts):
Options Outstanding
Options Exercisable
Range of Exercise Prices
Number
Weighted Average
Remaining
Contractual Life
(years)
Weighted
Average Exercise
Price
Number
Exercisable
Weighted
Average
Exercise Price
$31.25 - $54.65 . . . . . . .
135
3.55
$ 42.67
135
$ 42.67
$55.72 - $68.56 . . . . . . .
215
4.68
62.54
215
62.54
$78.00 - $82.81 . . . . . . .
127
7.44
79.36
78
78.94
$88.00 - $88.00 . . . . . . .
81
7.92
88.00
40
88.00
$93.24 - $93.24 . . . . . . .
125
9.86
93.24
—
—
$102.37 - $102.37 . . . . .
103
8.86
102.37
26
102.37
786
6.64
$ 74.56
494
$ 63.84
As of March 30, 2024, March 25, 2023, and March 26, 2022, the number of options exercisable was
0.5 million, 0.5 million, and 0.6 million respectively.
Restricted Stock Units
Restricted stock units (“RSUs”) are valued as of the grant date and amortized over the requisite vesting
period. Generally, RSUs vest 100 percent on the first to third anniversary of the grant date depending on the
vesting specifications. A summary of the activity for RSUs in fiscal year 2024, 2023, and 2022 is presented
below (in thousands, except per share amounts):
Shares
Weighted
Average
Fair Value
March 27, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,613
$60.31
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,079
81.61
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(935)
43.96
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(181)
70.60
March 26, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,576
$74.45
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,574
75.97
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(877)
70.02
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(183)
75.58
March 25, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,090
$76.42
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,099
71.12
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(879)
73.54
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(211)
75.70
March 30, 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,099
$75.41
67

The aggregate intrinsic value of RSUs outstanding as of March 30, 2024, March 25, 2023, and March 26,
2022 was $286.9 million, $326.3 million, and $225.9 million, respectively. Additional information with regards
to outstanding RSUs that are expected to vest as of March 30, 2024, is as follows (in thousands, except year and
per share amounts):
Shares
Weighted
Average
Fair Value
Weighted Average
Remaining Contractual
Term (years)
Expected to vest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,923
$75.55
1.50
RSUs outstanding that are expected to vest are presented net of estimated future forfeitures, which are
estimated as compensation costs are recognized. RSUs with a fair value of $64.6 million, $61.4 million, and
$41.1 million became vested during fiscal years 2024, 2023, and 2022, respectively. The majority of RSUs that
vested in 2024, 2023 and 2022 were net settled such that the Company withheld a portion of the shares to satisfy
tax withholding requirements. In fiscal years 2024, 2023, and 2022 the vesting of RSUs reduced the authorized
and unissued share balance by approximately 0.9 million, 0.9 million, and 0.9 million, respectively. Total shares
withheld and subsequently retired out of the Plan were approximately 0.3 million, 0.2 million, and 0.3 million
and total payments for the employees’ tax obligations to taxing authorities were $18.9 million, $18.0 million, and
$22.0 million for fiscal years 2024, 2023, and 2022, respectively.
Market Stock Units
Market stock units (“MSUs”) granted prior to February 2024 vest based upon the relative total shareholder
return (“TSR”) of the Company as compared to that of the Philadelphia Semiconductor Index, while MSUs
granted after February 2024 vest based on the TSR of the Company as compared to that of the Russell 3000
Index (collectively referred to as the “Indexes”. The requisite service period for these MSUs is also the vesting
period, which is three years. The fair value of each MSU granted was determined on the date of grant using the
Monte Carlo simulation, which calculates the present value of the potential outcomes of future stock prices of the
Company and the Indexes over the requisite service period. The fair value is based on the risk-free rate of return,
the volatility of the stock price of the Company and the Indexes, the correlation of the stock price of the
Company with the Indexes, and the dividend yield.
The fair values estimated from the Monte Carlo simulation were calculated using a dividend yield of zero
and the following additional assumptions:
Fiscal Years Ended
March 30,
2024
March 25,
2023
March 26,
2022
Expected stock price volatility . . . . . . . . . . .
34.53%
35.18% - 46.50%
41.66%
Risk-free interest rate . . . . . . . . . . . . . . . . . .
4.12%
2.67% - 3.92%
1.46%
Expected term (in years) . . . . . . . . . . . . . . . .
3.00
3.00
3.00
68

Using the Monte Carlo simulation, the weighted average estimated fair value of the MSUs granted in fiscal
year 2024 was $141.48. A summary of the activity for MSUs in fiscal year 2024, 2023, and 2022 is presented
below (in thousands, except per share amounts):
Shares
Weighted
Average
Fair Value
March 27, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
133
$ 73.29
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28
109.18
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(30)
50.11
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(46)
38.70
March 26, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
85
$ 95.75
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
38
135.87
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(10)
87.43
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(24)
94.80
March 25, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
89
$113.83
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
35
141.48
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(9)
83.96
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(14)
83.96
March 30, 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
101
$130.46
The aggregate intrinsic value of MSUs outstanding as of March 30, 2024, March 25, 2023, and March 26,
2022 was $9.4 million, $9.3 million, and $7.5 million, respectively. Additional information with regard to
outstanding MSUs that are expected to vest as of March 30, 2024 is as follows (in thousands, except year and per
share amounts):
Shares
Weighted
Average
Fair Value
Weighted Average
Remaining Contractual
Term (years)
Expected to vest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
94
$130.04
1.89
MSUs with a fair value of $0.8 million, $0.8 million, and $1.5 million became vested during fiscal year
2024, 2023, and 2022 respectively.
15. Commitments and Contingencies
Facilities and Equipment Under Operating Lease Agreements
We currently own our corporate headquarters and select surrounding properties. We lease certain of our
other facilities and certain equipment under operating lease agreements, some of which have renewal options.
Certain of these arrangements provide for lease payment increases based upon future fair market rates. As of
March 30, 2024, our principal facilities are located in Austin, Texas and Edinburgh, Scotland, United Kingdom.
Total rent expense under operating leases was approximately $23.6 million, $24.4 million, and
$19.9 million, for fiscal years 2024, 2023, and 2022, respectively. Rental income was $0.2 million, $0.5 million,
and $1.5 million, for fiscal years 2024, 2023, and 2022, respectively.
See Note 11 — Leases for minimum future rental commitments and income under all operating leases as of
March 30, 2024.
69

Capacity Reservation Agreement
On July 28, 2021, the Company entered into a Capacity Reservation and Wafer Supply Commitment
Agreement (the “Capacity Reservation Agreement”) with GLOBALFOUNDRIES Singapore Pte. Ltd.
(“GlobalFoundries”) to provide the Company a wafer capacity commitment and wafer pricing for Company
products for calendar years 2022-2026 (the “Commitment Period”).
The Capacity Reservation Agreement requires GlobalFoundries to provide, and the Company to purchase, a
defined number of wafers on a quarterly basis for the Commitment Period, subject to shortfall payments. In
exchange for GlobalFoundries’ capacity commitment, the Company paid a $60 million non-refundable capacity
reservation fee, which is amortized over the Commitment Period. The balance of this reservation fee is
$31 million as of March 30, 2024, and is recorded in “Other current assets” and “Other assets” on the
consolidated balance sheets within the short-term or long-term classification, as appropriate. In addition, the
Company pre-paid GlobalFoundries $195 million for future wafer purchases, which are credited back to the
Company as a portion of the price of wafers purchased, which began in the Company’s second fiscal quarter of
2024. The balance of the prepayment is $147 million at March 30, 2024, and is currently recorded in “Prepaid
wafers” and “Long-term prepaid wafers” on the consolidated balance sheets. As of March 30, 2024, the
Company estimates its remaining purchase obligation to be approximately $840 million of wafers from
GlobalFoundries under the Capacity Reservation Agreement.
Purchase Commitments
We rely primarily on third-party foundries for our wafer manufacturing needs. With the exception of the
terms of the Capacity Reservation Agreement described above, generally, our foundry agreements do not have
volume purchase commitments and primarily provide for purchase commitments based on purchase orders.
Cancellation fees or other charges may apply and are generally dependent upon whether wafers have been started
or the stage of the manufacturing process at which the notice of cancellation is given.
In addition to our wafer supply arrangements, we contract with third-party assembly vendors to package the
wafer die into finished products. Assembly and test vendors provide fixed-cost-per-unit pricing, as is common in
the semiconductor industry.
The Company’s purchase commitments primarily include the Company’s obligations to purchase wafers
and related assembly and testing services described above, in addition to future payments related to multi-year
tool commitments.
Total future unconditional purchase commitments as of March 30, 2024 were as follows (in thousands):
Fiscal Year
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 599,529
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
279,441
2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
173,071
2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,993
2029 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,054,034
16. Legal Matters
From time to time, we are involved in legal proceedings concerning matters arising in connection with the
conduct of our business activities. We regularly evaluate the status of legal proceedings in which we are involved
to assess whether a loss is probable or there is a reasonable possibility that a loss or additional loss may have
been incurred and to determine if accruals are appropriate. We further evaluate each legal proceeding to assess
whether an estimate of possible loss or range of loss can be made. Based on current knowledge, management
does not believe that there are any pending matters that could potentially have a material adverse effect on our
business, financial condition, results of operations or cash flows.
70

17. Stockholders’ Equity
Share Repurchase Program
In fiscal year 2024, the Company’s net stock repurchases are subject to a 1 percent excise tax under the
Inflation Reduction Act, included as a reduction to accumulated earnings (deficit) in the Consolidated Condensed
Statements of Stockholders’ Equity. As of March 30, 2024, the Company has accrued approximately $1.3 million
related to this excise tax. Disclosure of repurchased amounts and related average costs below exclude the impact
of excise taxes.
In January 2021, the Board of Directors authorized the repurchase of up to an additional $350 million of the
Company’s common stock. The Company completed share repurchases under the 2021 authorization in the first
quarter of fiscal year 2024. In July 2022, the Company announced that the Board of Directors authorized the
repurchase of up to an additional $500 million of the Company’s common stock. During the fiscal year ended
March 30, 2024, the Company repurchased 2.3 million shares of its common stock under the combined 2021 and
2022 authorizations for $186.0 million, at an average cost of $80.68 per share. All of these shares were
repurchased in the open market and were funded from existing cash. All shares of our common stock that were
repurchased were retired as of March 30, 2024. As of March 30, 2024, $315.1 million remains available for
repurchase under the 2022 authorization.
Preferred Stock
We have 5.0 million shares of Preferred Stock authorized. As of March 30, 2024, we have not issued any of
the authorized shares.
18. Accumulated Other Comprehensive Loss
Our accumulated other comprehensive loss is comprised of foreign currency translation adjustments,
unrealized gains and losses on investments classified as available-for-sale, and cumulative effects of adopting
new accounting standards.
The following table summarizes the changes in the components of accumulated other comprehensive loss,
net of tax (in thousands):
Foreign
Currency
Unrealized Gains
(Losses) on Securities
Cumulative
Effect of
Adoption
of ASU
2018-02
Total
Balance, March 26, 2022 . . . . . . . . . . . . . . .
$ (213)
$(1,575)
$(257)
$(2,045)
Current period foreign exchange
translation . . . . . . . . . . . . . . . . . . . . . . .
(834)
—
—
(834)
Current period marketable securities
activity . . . . . . . . . . . . . . . . . . . . . . . . .
—
430
—
430
Tax effect . . . . . . . . . . . . . . . . . . . . . . . . .
—
(90)
—
(90)
Balance, March 25, 2023 . . . . . . . . . . . . . . .
$(1,047)
$(1,235)
$(257)
$(2,539)
Current period foreign exchange
translation . . . . . . . . . . . . . . . . . . . . . . .
(850)
—
—
(850)
Current period marketable securities
activity . . . . . . . . . . . . . . . . . . . . . . . . .
—
996
—
996
Tax effect . . . . . . . . . . . . . . . . . . . . . . . . .
—
(210)
—
(210)
Balance, March 30, 2024 . . . . . . . . . . . . . . .
$(1,897)
$ (449)
$(257)
$(2,603)
71

19. Income Taxes
Income (loss) before income taxes consisted of (in thousands):
Fiscal Years Ended
March 30,
2024
March 25,
2023
March 26,
2022
U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ (10,343)
$(141,670)
$ (17,674)
Non-U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
374,279
396,409
386,337
$363,936
$ 254,739
$368,663
The provision (benefit) for income taxes consists of (in thousands):
Fiscal Years Ended
March 30,
2024
March 25,
2023
March 26,
2022
Current:
U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 42,184
$ 60,603
$
4,483
Non-U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60,615
52,023
52,920
Total current tax provision . . . . . . . . . . . . . . . . . . . . . . . . . .
$102,799
$112,626
$ 57,403
Deferred:
U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5,178)
(28,529)
(6,256)
Non-U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(8,257)
(6,061)
(8,839)
Total deferred tax provision . . . . . . . . . . . . . . . . . . . . . . . . .
(13,435)
(34,590)
(15,095)
Total tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 89,364
$ 78,036
$ 42,308
The effective income tax rates differ from the rates computed by applying the statutory federal rate to pretax
income as follows (in percentages):
Fiscal Years Ended
March 30,
2024
March 25,
2023
March 26,
2022
U.S. federal statutory rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21.0
21.0
21.0
Foreign income taxed at different rates . . . . . . . . . . . . . . . . . . . . . .
(7.1)
(14.4)
(9.6)
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(0.1)
(0.3)
(0.9)
Foreign-derived intangible income deduction . . . . . . . . . . . . . . . .
(0.2)
—
(0.1)
GILTI and Subpart F income . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14.6
30.6
10.0
Foreign tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4.1)
(7.7)
(9.4)
Change in valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
0.2
(0.2)
Release of prior year unrecognized tax benefits . . . . . . . . . . . . . . .
(0.2)
—
—
Interest related to unrecognized tax benefits . . . . . . . . . . . . . . . . . .
0.7
0.7
0.2
U.S. research and development credit . . . . . . . . . . . . . . . . . . . . . . .
(0.7)
—
—
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.7
0.5
0.5
Effective tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24.6
30.6
11.5
Under the legislation commonly referred to as the Tax Cuts and Jobs Act (“Tax Act”), research and
development expenses incurred for tax years beginning after December 31, 2021 must be capitalized and
amortized over five or fifteen years for tax purposes, depending on where the research activities are conducted.
72

Because the Company elected to treat global intangible low-taxed income (“GILTI”) as a period cost, the
capitalization of research and development costs in the computation of GILTI resulted in an increase in the
Company’s provision for income taxes in fiscal years 2023 and 2024.
The Tax Act also required companies to pay a one-time transition tax on earnings of certain foreign
subsidiaries that were previously tax-deferred. We elected to pay the transition tax over the eight-year period
provided in the Tax Act. As of March 30, 2024, the remaining balance of our transition tax obligation was
$19.3 million, which will be paid over the next two years.
Significant components of our deferred tax assets and liabilities as of March 30, 2024 and March 25, 2023
are (in thousands):
March 30,
2024
March 25,
2023
Deferred tax assets:
Accrued expenses and allowances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
3,559
$
7,913
Net operating loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
932
1,132
Research and development tax credit carryforwards . . . . . . . . . . . . . . . . . . .
12,547
13,283
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28,437
24,842
Lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25,564
21,602
Capitalized research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11,307
9,183
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
994
—
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
938
1,119
Total deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 84,278
$ 79,074
Valuation allowance for deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . .
(12,508)
(13,076)
Net deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 71,770
$ 65,998
Deferred tax liabilities:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
—
$
3,395
Right of use asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22,279
19,226
Acquisition intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
845
7,782
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
37
Total deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 23,124
$ 30,440
Total net deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 48,646
$ 35,558
Deferred tax assets and liabilities are recorded for the estimated tax impact of temporary differences
between the tax basis and book basis of assets and liabilities. A valuation allowance is established against a
deferred tax asset when it is more likely than not that the deferred tax asset will not be realized. The Company
maintains a valuation allowance for certain deferred tax assets primarily relating to certain state net operating
loss and state tax credit carryforwards due to the likelihood that they will expire or go unutilized. Our valuation
allowance decreased by $0.6 million in fiscal year 2024. Management believes that the Company’s results from
future operations will generate sufficient taxable income in the appropriate jurisdictions and of the appropriate
character such that it is more likely than not that the remaining deferred tax assets will be realized.
At March 30, 2024, the Company had gross federal net operating loss carryforwards of $2.2 million, all of
which are subject to certain limitations under Section 382 of the Internal Revenue Code and expire in fiscal years
2025 through 2031. At March 30, 2024 the Company had gross foreign net operating loss carryforwards of
$0.1 million that do not expire and gross state net operating loss carryforwards of $5.4 million that expire in
fiscal years 2025 through 2030. In addition, the Company had $12.7 million of state business tax, minimum tax,
and research and development tax credit carryforwards. Certain of these state tax credits will expire in fiscal
years 2025 through 2034, and others do not expire.
73

At March 30, 2024, unremitted earnings of our foreign subsidiaries that can be distributed without tax
consequence, other than withholding taxes that may apply based on the jurisdiction of the subsidiary, are not
expected to be indefinitely reinvested. No taxes have been accrued for foreign withholding taxes on these
earnings as these amounts are not material. We have not provided additional income taxes for other outside basis
differences inherent in our foreign entities, as these amounts continue to be indefinitely reinvested in foreign
operations. Determining the amount of unrecognized deferred tax liability related to all other outside basis
differences in these entities is not practicable at this time.
On July 27, 2015, the U.S. Tax Court issued an opinion in Altera Corp. et al. v. Commissioner which
concluded that the regulations relating to the treatment of stock-based compensation expense in intercompany
cost-sharing arrangements were invalid. In 2016 the U.S. Internal Revenue Service appealed the decision to the
U.S. Court of Appeals for the Ninth Circuit (the “Ninth Circuit”). On July 24, 2018, the Ninth Circuit issued a
decision that was subsequently withdrawn and a reconstituted panel conferred on the appeal. On June 7, 2019,
the Ninth Circuit reversed the decision of the U.S. Tax Court and upheld the cost-sharing regulations. On
February 10, 2020, Altera Corp. filed a Petition for a Writ of Certiorari with the Supreme Court of the United
States, which was denied by the Supreme Court on June 22, 2020. Although the issue is now resolved within the
Ninth Circuit, the Ninth Circuit’s opinion is not binding in other circuits. The potential impact of this issue on the
Company, which is not located within the jurisdiction of the Ninth Circuit, is unclear at this time. We will
continue to monitor developments related to this issue and the potential impact of those developments on the
Company’s current and prior fiscal years.
The following table summarizes the changes in the unrecognized tax benefits (in thousands):
March 30,
2024
March 25,
2023
Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$32,879
$32,879
Additions based on tax positions related to the current year . . . . . . . . . . . . . . .
—
—
Reduction for the lapse of applicable statute of limitations . . . . . . . . . . . . . . . .
(802)
—
Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$32,077
$32,879
At March 30, 2024, the Company had gross unrecognized tax benefits of $32.1 million, all of which would
impact the effective tax rate if recognized. During fiscal year 2024, the Company recorded a decrease of
$0.8 million due to the expiration of the statute of limitations for a prior year unrecognized tax position. The
Company’s unrecognized tax benefits are classified as “Non-current income taxes” in the consolidated balance
sheet. The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for
income taxes. During fiscal years 2024 and 2023 we recognized interest expense, net of tax, of approximately
$2.4 million and $1.7 million, respectively. The total amount of interest accrued as of March 30, 2024 was
$9.2 million.
The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax in multiple
state and foreign jurisdictions including the United Kingdom. Fiscal years 2017 through 2019 and 2021 through
2024 remain open to examination by the major taxing jurisdictions in which the Company operates.
The Company’s fiscal year 2017, 2018, and 2019 federal income tax returns are under examination by the
U.S. Internal Revenue Service (“IRS”). The IRS has proposed adjustments that would increase U.S. taxable
income related to transfer pricing matters with respect to our U.S. and U.K. affiliated companies. The final
Revenue Agent’s Report asserted additional tax of approximately $168.3 million, excluding interest, and
imposed penalties of approximately $63.7 million. We do not agree with the IRS’s positions and have not
accrued an additional liability. We intend to vigorously dispute the proposed adjustments. We are pursuing
resolution through the administrative process with the IRS Independent Office of Appeals and, if necessary,
through judicial remedies. We expect it could take a number of years to reach resolution on these matters.
Although the final resolution of these matters is uncertain, the Company believes adequate amounts have been
reserved for any adjustments to the provision for income taxes that may ultimately result. However, if the IRS
prevails in these matters, the assessed tax, interest, and penalties, if any, could have an adverse impact on our
74

financial position, results of operations, and cash flows in future periods. The Company is not under an income
tax audit in any other major taxing jurisdiction.
20. Segment Information
We determine our operating segments in accordance with Financial Accounting Standards Board (“FASB”)
guidelines. Our Chief Executive Officer (“CEO”) has been identified as the CODM under these guidelines.
The Company operates and tracks its results in one reportable segment, but reports revenue performance in
two product lines: Audio and HPMS. Our CEO receives and uses enterprise-wide financial information to assess
financial performance and allocate resources. Our product lines have similar characteristics and customers and
share operations support functions such as sales, public relations, supply chain management, various research and
development and engineering support, in addition to the general and administrative functions of human
resources, legal, finance and information technology. Therefore, there is no complete, discrete financial
information maintained for these product lines. Revenue by product line is disclosed in Note 10 — Revenues.
Geographic details of revenue and property, plant and equipment are included below.
Geographic Area
The following illustrates sales by ship to location of the customer (in thousands):
Fiscal Years Ended
March 30,
2024
March 25,
2023
March 26,
2022
China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,114,310
$1,230,602
$1,197,812
Hong Kong . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
219,053
223,405
325,433
India . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
125,138
69,343
18,257
South Korea . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
119,532
93,177
51,606
Vietnam . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
96,080
93,760
72,162
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17,971
52,688
29,513
Rest of World . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
96,806
134,642
86,677
Total consolidated sales . . . . . . . . . . . . . . . . . . . . . . . . .
$1,788,890
$1,897,617
$1,781,460
The following illustrates property, plant and equipment, net, by geographic locations, based on physical
location (in thousands):
Fiscal Years Ended
March 30,
2024
March 25,
2023
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$140,300
$132,633
United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16,822
20,675
Rest of World . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13,053
9,664
Total consolidated property, plant and equipment, net . . . . . . . . . . . . . . . . .
$170,175
$162,972
75

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
ITEM 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(e) of the Exchange Act, we have evaluated, under the supervision and with the
participation of our management, including our chief executive officer (CEO) and chief financial officer (CFO),
the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules
13a-15(b) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Form 10-K. Our
disclosure controls and procedures are designed to provide reasonable assurance that the information required to
be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed,
summarized and reported within the time periods specified in the Securities and Exchange Commission rules and
forms and (ii) accumulated and communicated to our management, including our CEO and CFO, as appropriate,
to allow timely decisions regarding required disclosure. Based upon the evaluation, our management, including
our CEO and CFO, has concluded that our disclosure controls and procedures were effective as of March 30,
2024.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial
reporting, as such term is defined under Rule 13a-15(f). Under the supervision and with the participation of our
management, including our CEO and CFO, we assessed the effectiveness of our internal control over financial
reporting as of the end of the period covered by this report based on the criteria set forth in Internal Control-
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013
framework).
Because of its inherent limitation, internal control over financial reporting may not prevent or detect all
errors and all fraud. In addition, projections of any evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate because of changes in conditions and that the degree of compliance
with the policies or procedures may deteriorate.
Based on its assessment of internal control over financial reporting, management has concluded that our
internal control over financial reporting was effective as of March 30, 2024, to provide reasonable assurance
regarding the reliability of our financial reporting and the preparation of our financial statements for external
purposes in accordance with U.S. generally accepted accounting principles. Our independent registered public
accounting firm, Ernst & Young LLP, has issued an attestation report on management’s assessment of our
internal control over financial reporting as of March 30, 2024, included in Item 8 of this report.
Changes in Internal Control Over Financial Reporting
There has been no change in the Company’s internal control over financial reporting during the quarter
ended March 30, 2024, that has materially affected, or is reasonably likely to materially affect, the Company’s
internal control over financial reporting.
76

ITEM 9B. Other Information
Trading Arrangements
The following table details contracts, instructions and written plans for the purchase or sale of securities,
which were entered into during the fourth quarter of fiscal year 2024. None of our directors or Section 16 officers
entered into or terminated a non-Rule 10b5-1 trading arrangement during the fourth quarter of fiscal year 2024.
Name and Title
Action
Trading
Arrangement (1)
Date of Adoption
Expiration Date
Aggregate
Number of
Securities to be
Purchased or Sold
Pursuant to the
Trading
Arrangement (2)
David Tupman
— Director
Adoption
Rule 10b5-1(c)
February 12, 2024
July 30, 2025
up to 15,346 to be
sold
(1)
Except as indicated by footnote, each trading arrangement marked as “Rule 10b5-1(c)” is intended to satisfy
the affirmative defense of Rule 10b5-1(c), as amended.
(2)
Includes shares to be acquired upon the exercise of employee stock options.
ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
77

PART III
ITEM 10. Directors, Executive Officers and Corporate Governance
The information set forth in the proxy statement to be delivered to stockholders in connection with our
Annual Meeting of Stockholders to be held on July 26, 2024 (the “Proxy Statement”) under the headings
Corporate Governance, Proposals to be Voted on — Proposal No. 1 — Election of Directors, and Delinquent
Section 16(a) Reports, if applicable, is incorporated herein by reference. The Company has adopted a Code of
Conduct (“the Code”) that applies to all of its directors, officers, and employees. A copy of the Code can be
found within the Corporate Governance section of our “Investors” page on our website at investor.cirrus.com.
We intend to satisfy the disclosure requirements of the SEC regarding amendments to, or waivers from, the Code
by posting such information on the same website.
ITEM 11. Executive Compensation
The information set forth in the Proxy Statement under the headings Director Compensation Arrangements,
Compensation Discussion and Analysis, Compensation Committee Report, Consideration of Risk Related to
Compensation Programs, Executive Compensation Tables, Pay Ratio Disclosure, Pay vs Performance
Disclosure and Proposals to be Voted on — Proposal No. 3 — Advisory Vote to Approve Named Executive
Officer Compensation and Proposal No. 4 — Approval of the Third Amendment and Restatement of the
Company’s 2018 Long Term Incentive Plan is incorporated herein by reference.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
The information set forth in the Proxy Statement under the headings Equity Compensation Plan Information
and Security Ownership of Certain Beneficial Owners and Management is incorporated herein by reference.
ITEM 13. Certain Relationships and Related Transactions, and Director Independence
The information set forth in the Proxy Statement under the headings Certain Relationships and Related
Transactions and Corporate Governance is incorporated herein by reference.
ITEM 14. Principal Accountant Fees and Services
The information set forth in the Proxy Statement under the headings Audit and Non-Audit Fees and Services
and Proposal No. 2 — Ratification of Appointment of Independent Registered Public Accounting Firm is
incorporated herein by reference.
78

PART IV
ITEM 15. Exhibits and Financial Statement Schedules
(a)
The following documents are filed as part of this Report:
1. Consolidated Financial Statements
▪
Reports of Ernst & Young LLP, Independent Registered Public Accounting Firm.
▪
Consolidated Balance Sheets as of March 30, 2024 and March 25, 2023.
▪
Consolidated Statements of Income for the fiscal years ended March 30, 2024, March 25, 2023,
and March 26, 2022.
▪
Consolidated Statements of Comprehensive Income for the fiscal years ended March 30,
2024, March 25, 2023, and March 26, 2022.
▪
Consolidated Statements of Cash Flows for the fiscal years ended March 30, 2024, March 25,
2023, and March 26, 2022.
▪
Consolidated Statements of Stockholders’ Equity for the fiscal years ended March 30,
2024, March 25, 2023, and March 26, 2022.
▪
Notes to Consolidated Financial Statements.
2. Financial Statement Schedules
All schedules have been omitted since the required information is not present or not present in amounts
sufficient to require submission of the schedule, or because the information required is included in the
consolidated financial statements or notes thereto.
3. Exhibits
The following exhibits are files as part of or incorporated by reference into this Annual Report on Form 10-K.
Number
Description
3.1
Certificate of Incorporation of Registrant, filed with the Delaware Secretary of State on August 26,
1998. (1)
3.2
Amended and Restated Bylaws of Registrant (2)
4.1
Description of Securities (8)
10.1+
Cirrus Logic, Inc. 2006 Stock Incentive Plan, amended and restated as of May 26, 2015 (5)
10.2+
Form of Stock Option Agreement for options granted under the Cirrus Logic, Inc. 2006 Stock
Incentive Plan (3)
10.3+
Form of Stock Option Agreement for options for U.K. Employees under the Cirrus Logic, Inc.
2006 Stock Incentive Plan (6)
10.4+
Form of Notice of Grant of Stock Option for options granted under the Cirrus Logic, Inc. 2006
Stock Incentive Plan (3)
10.5+
Form of Stock Option Agreement for Outside Directors under the Cirrus Logic, Inc. 2006 Stock
Incentive Plan (4)
10.6+
Cirrus Logic, Inc. 2018 Long Term Incentive Plan (7)
10.7+
First Amendment to the Cirrus Logic, Inc. 2018 Long Term Incentive Plan (10)
10.8+
Second Amendment to the Cirrus Logic, Inc. 2018 Long Term Incentive Plan (14)
10.9+
Form of Restricted Stock Unit Agreement
79

Number
Description
10.10+
Form of Notice of Grant of Restricted Stock Units (7)
10.11+
Form of Performance Award Agreement
10.12+
Form of Notice of Grant of Performance Award (7)
10.13+
Form of Stock Option Agreement
10.14+
Form of Notice of Grant of Stock Option (7)
10.15+
Form of Notice of Grant of Stock Award (7)
10.16+
Transition Agreement, dated October 30, 2020 (9)
10.17
Agreement and Plan of Merger, entered July 8, 2021, among Lion, Cirrus Logic, Merger Sub, and
the Agent (11)
10.18
Second Amended and Restated Credit Agreement, entered July 8, 2021, among Cirrus Logic, Inc.,
the Lenders party thereto and Wells Fargo Bank, National Association, as a Lender and
Administrative Agent (11)
10.19
First Amendment to the Second Amended and Restated Credit Agreement, dated as of July 8, 2021
with the Lending party thereto and Wells Fargo Bank, National Association, as administrative
agent (15)
10.20+
Restricted Stock Unit Agreement for Non-Executive Directors under the Cirrus Logic, Inc. 2018
Long Term Incentive Plan (12)
10.21+
Stock Option Agreement for Non-Executive Directors under the Cirrus Logic, Inc. 2018 Long
Term Incentive Plan (12)
10.22*†
Capacity Reservation and Wafer Supply Commitment Agreement (12)
10.23+
Cirrus Logic, Inc. 2007 Management and Key Individual Contributor Incentive Plan, as amended
and restated on March 22, 2022 (13)
10.24+
Cirrus Logic, Inc. Executive Severance and Change of Control Plan, as amended and restated on
August 24, 2023 (16)
14.1
Corporate Code of Conduct as amended and restated on February 26, 2024
21.1
List of Subsidiaries.
23.1
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
24.1
Power of Attorney (see signature page)
31.1
Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
31.2
Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
32.1**
Certification of Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
32.2**
Certification of Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
97
Cirrus Logic Inc. Recovery of Erroneously Awarded Incentive Compensation Policy, adopted
August 24, 2023
101.INS
Inline XBRL Instance Document — the instance document does not appear in the Interactive Data
File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
80

Number
Description
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
+
Indicates a management contract or compensatory plan or arrangement.
*
Certain confidential information contained in this exhibit has been omitted by means of redacting a portion
of the text and marking it with three asterisks indicated by [***], pursuant to Regulation S-K Item
601(b)(10)(iv). Certain confidential information has been excluded from the exhibit because it (i) is not
material and (ii) is the type of information that the registrant treats as private or confidential. An unredacted
copy of the exhibit will be provided on a supplemental basis to the SEC upon request.
†
Certain schedules or appendices to this exhibit have been omitted pursuant to Regulation S-K Item
601(a)(5). A copy of any omitted schedule will be furnished to the SEC upon request.
**
The certifications attached as Exhibits 32.1 and 32.2 accompanying this Annual Report on Form 10-K, are
deemed furnished and not filed with the SEC and are not to be incorporated by reference into any filing of
the Registrant under the Securities Act of 1933, as amended, whether made before or after the date of this
Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
(1)
Incorporated by reference from Registrant’s Report on Form 10-K for the fiscal year ended March 31,
2001, filed with the SEC on June 22, 2001 (Registration No. 000-17795).
(2)
Incorporated by reference from Registrant’s Report on Form 8-K filed with the Commission on
March 8, 2023 (Registration No. 000-17795).
(3)
Incorporated by reference from Registration’s Statement on Form S-8 filed with the SEC on August 1,
2006 (Registration No. 333-136219).
(4)
Incorporated by reference from Registrant’s Report on Form 8-K filed with the SEC on August 1, 2007
(Registration No. 000-17795).
(5)
Incorporated by reference to Exhibit A of the Registrant’s Definitive Proxy Statement on Schedule 14A
filed with the SEC on June 2, 2015 (Registration No. 000-17795).
(6)
Incorporated by reference from Registrant’s Report on Form 10-K filed with the SEC on May 25, 2016
(Registration No. 000-17795).
(7)
Incorporated by reference from Registrant’s Statement on Form S-8 filed with the SEC on August 3,
2018 (Registration No. 333-226578).
(8)
Incorporated by reference from Registrant’s Report on Form 10-Q filed with the SEC on August 3,
2020 (Registration No. 000-17795).
(9)
Incorporated by reference from Registrant’s Report on Form 8-K filed with the SEC on November 2,
2020 (Registration No. 000-17795).
(10) Incorporated by reference to Exhibit 1 to the Registrant’s Definitive Proxy Statement filed with the
SEC on June 3, 2020 (Registration No. 000-17795).
(11) Incorporated by reference from Registrant’s Report on Form 8-K filed with the SEC on July 8, 2021
(Registration No. 000-17795).
(12) Incorporated by reference from Registrant’s Report on Form 10-Q filed with the SEC on July 28, 2021
(Registration No. 000-17795).
(13) Incorporated by reference from Registrant’s Report on Form 8-K filed with the SEC on March 25,
2022 (Registration No. 000-17795).
(14) Incorporated by reference to Exhibit 1 to the Registrant’s Definitive Proxy Statement filed with the
SEC on June 2, 2022 (Registration No. 000-17795).
(15) Incorporated by reference from Registrant’s Report on Form 8-K filed with the SEC on March 22,
2023 (Registration No. 000-17795).
(16) Incorporated by reference from Registrant’s Report on Form 10-Q filed with the SEC on November 2,
2023 (Registration No. 000-17795).
81

Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned; thereunto duly authorized.
CIRRUS LOGIC, INC.
By: /s/ VENK NATHAMUNI
Venk Nathamuni
Chief Financial Officer
May 24, 2024
KNOW BY THESE PRESENT, that each person whose signature appears below constitutes and appoints
Venk Nathamuni, his attorney-in-fact, with the power of substitution, for him in any and all capacities, to sign
any amendments to this report on Form 10-K and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that
each of the attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, the following persons on behalf of the
Registrant, in the capacities and on the dates indicated have signed this report below:
Signature
Title
Date
/s/ JOHN M. FORSYTH
John M. Forsyth
President and Chief Executive Officer
May 24, 2024
/s/ VENK NATHAMUNI
Venk Nathamuni
Chief Financial Officer
May 24, 2024
/s/ ULF HABERMANN
Ulf Habermann
Treasurer, VP Finance and Principal
Accounting Officer
May 24, 2024
/s/ ALEXANDER M. DAVERN
Alexander M. Davern
Director
May 24, 2024
/s/ TIMOTHY R. DEHNE
Timothy R. Dehne
Director
May 24, 2024
/s/ DEIRDRE R. HANFORD
Deirdre R. Hanford
Director
May 24, 2024
/s/ RAGHIB HUSSAIN
Raghib Hussain
Director
May 24, 2024
/s/ DUY-LOAN LE
Duy-Loan Le
Director
May 24, 2024
/s/ CATHERINE P. LEGO
Catherine P. Lego
Director
May 24, 2024
/s/ DAVID J. TUPMAN
David J. Tupman
Director
May 24, 2024
82

JOHN FORSYTH
President and Chief Executive Officer
June 3, 2024
To our Stockholders:
I would like to invite you to participate in the Annual Meeting of Stockholders of Cirrus
Logic, Inc. to be held on Friday, July 26, 2024, at 11:00 a.m. Central Time. This year’s Annual
Meeting will once again be a virtual-only stockholder meeting, which allows all of our
stockholders the opportunity to participate no matter where they are located. You will be able to
participate, vote, and submit your questions during the meeting on a live webcast at
www.virtualshareholdermeeting.com/CRUS2024. To access this website and enter the meeting,
you should have available your control number, which is included with the proxy materials. We
intend to hold the virtual-only meeting in a manner that affords you the same rights and
opportunities to participate as you would have at an in-person meeting.
We are providing the proxy materials electronically via the internet, which will allow our
stockholders to have immediate access to those materials at their discretion. Paper copies may
also be requested.
Even if you plan to participate in the Annual Meeting by live webcast, I hope you will vote
as soon as possible. Although you may vote the day of the Annual Meeting, you may also vote in
advance via the internet, as well as by telephone, or by mailing a proxy card. Voting in advance
will ensure your representation at the Annual Meeting even if you do not participate in the virtual
meeting. Please review the instructions on the Notice of Internet Availability or the proxy card
regarding your voting options.
Cirrus Logic values the participation of its stockholders. Your vote is an important part of
our system of corporate governance, and I strongly encourage you to participate.
Sincerely,
John Forsyth
President and Chief Executive Officer

[THIS PAGE INTENTIONALLY LEFT BLANK]

TABLE OF CONTENTS
Page
Notice of Annual Meeting of Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Questions and Answers About the Proxy Materials, the Annual Meeting, and Voting
Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9
Proposals To Be Voted On . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23
Proposal No. 1: Election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23
Proposal No. 2: Ratification of Appointment of Independent Registered Public
Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29
Proposal No. 3: Advisory Vote To Approve Named Executive Officer
Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29
Proposal No. 4: Approval of an Amendment and Restatement of the Company’s
2018 Long Term Incentive Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30
Proposal No. 5: Approval of an Amendment and Restatement of the Company’s
Certificate of Incorporation To Permit Officer Exculpation . . . . . . . . . .
39
Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
41
Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . . . . . . . . . . . .
41
Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44
Compensation Discussion and Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
45
Compensation Committee Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
68
Consideration of Risk Related to Compensation Programs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
68
Executive Compensation Tables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
70
Equity Compensation Plan Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
82
Pay Ratio Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
82
Pay vs Performance Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
84
Report of the Audit Committee of the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
91
Audit and Non-Audit Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
92
Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
93
Householding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
93
Communicating with Us . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
94
Annual Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
96
Annex . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
97
Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
98

Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual
Meeting of Stockholders to be held July 26, 2024
Copies of the Notice of the 2024 Annual Meeting of Stockholders, this proxy statement, and our
Annual Report on Form 10-K are available at www.proxyvote.com and are also available on our
website at www.cirrus.com. You also may receive copies of these documents at no charge upon request
directed to:
Cirrus Logic, Inc. Investor Relations
800 W. 6th Street, Austin, Texas 78701
telephone: (512) 851-4125; email: investor@cirrus.com

Cirrus Logic, Inc.
800 W. 6th Street
Austin, Texas 78701
2024 Annual Meeting of Stockholders
July 26, 2024
YOUR VOTE IS IMPORTANT
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Cirrus Logic, Inc. (the “Company” or “we”) will hold our 2024 Annual Meeting of Stockholders as
follows:
Friday, July 26, 2024
11:00 A.M. (Central Daylight Time)
Via live webcast available at www.virtualshareholdermeeting.com/CRUS2024
This year’s Annual Meeting will again be a virtual-only meeting, which we intend to hold in a manner
that affords you the same rights and opportunities to participate as you would have at an in-person
meeting. You will be able to attend, vote, and submit your questions during the meeting on a live
webcast via the internet at www.virtualshareholdermeeting.com/CRUS2024. To access this website
and enter the meeting, you must have your control number available. You will not be able to attend the
Annual Meeting in person.
While connected to the Annual Meeting via the internet, you may vote and submit questions. We will
answer any timely submitted and relevant questions on a matter to be voted on at the Annual Meeting
before voting is closed on the matter. Following adjournment of the formal business of the Annual
Meeting, we will address appropriate general questions from stockholders regarding the Company as
time allows. Questions relating to stockholder proposals or the Company may be submitted in the field
provided in the web portal at or before the time the questions are to be discussed. If we receive
substantially similar questions, we may group those questions together and provide a single response to
avoid repetition.
We are utilizing a virtual meeting solution from Broadridge Financial Solutions, Inc., or Broadridge. If
you have any questions about accessing the virtual meeting website for the Annual Meeting, please
contact Broadridge support at 844-986-0822 / International: 303-562-9302. If you encounter any
technical difficulties with the virtual meeting during the log in or meeting time, please call the
technical support number that will be posted on the virtual meeting login page.
At the meeting, stockholders will vote on the following matters:
(i)
the election of seven nominees named in this proxy statement to serve as Company directors for
one-year terms;
(ii)
the ratification of the appointment of Ernst & Young LLP as our independent registered public
accounting firm for the fiscal year ending March 29, 2025;
(iii)
an advisory (non-binding) vote to approve named executive officer compensation;
(iv)
the approval of an amendment and restatement of the Company’s 2018 Long Term Incentive
Plan;
1

(v)
the approval of an amendment and restatement of the Company’s Certificate of Incorporation to
permit officer exculpation; and
(vi)
such other business as may properly come before the meeting.
You can vote four different ways. You can vote by participating in the virtual meeting online or you
can vote in advance of the virtual meeting by internet, telephone, or mail. For specific voting
information, please see “Questions and Answers about the Proxy Materials, the Annual Meeting, and
Voting Procedures” on page 3.
Stockholders of record at the close of business on May 28, 2024, are entitled to notice of, and to vote
at, the Annual Meeting. On May 28, 2024, 53,450,716 shares of the Company common stock were
outstanding. Each share entitles the holder to one vote. A complete list of the stockholders entitled to
vote at the meeting will be open to the examination of any stockholder for any purpose germane to the
meeting for at least 10 days prior to the meeting.
The Board of Directors of the Company asks you to vote in favor of the seven nominated directors and
for Proposal Nos. 2–5. The Company knows of no other matters that will be presented for
consideration at the Annual Meeting. If any other matters properly come before the Annual Meeting, it
is the intention of the persons named in the proxy to vote the shares they represent as the Board may
recommend. Discretionary authority with respect to such other matters is granted by the execution of
the proxy. This proxy statement provides you with detailed information about each proposal. We are
also using this proxy statement to discuss our corporate governance and compensation practices and
philosophies.
We encourage you to read this proxy statement carefully. In addition, you may obtain information
about the Company from the Annual Report to Stockholders and from other documents that we have
filed with the Securities and Exchange Commission.
2

PROXY STATEMENT
2024 ANNUAL MEETING OF STOCKHOLDERS
To Be Held Virtually on Friday, July 26, 2024
Cirrus Logic, Inc.
800 W. 6th Street
Austin, Texas 78701
www.cirrus.com
These proxy materials are furnished to you in connection with the solicitation of proxies by the Board
of Directors (the “Board”) of Cirrus Logic, Inc. (the “Company” or “we”) for use at our 2024 Annual
Meeting of Stockholders and any adjournments or postponements of the meeting (the “Annual
Meeting”). The Annual Meeting will be held on July 26, 2024, at 11:00 a.m., Central Daylight Time,
and may be accessed on a live webcast via the internet at www.virtualshareholdermeeting.com/
CRUS2024.
Beginning on June 3, 2024, Cirrus Logic will make these proxy materials available to our stockholders
on the internet or through the mail in connection with the solicitation of proxies by the Board for
proposals to be voted on at the Annual Meeting.
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS,
THE ANNUAL MEETING, AND VOTING PROCEDURES
Q: Why am I receiving these materials?
A: The Board, on behalf of the Company, is soliciting your proxy for the Annual Meeting of
Stockholders to take place on July 26, 2024. As a stockholder of record as of the close of business
on May 28, 2024 (the “Record Date”), you are invited to participate in the meeting and are entitled
to and requested to vote on the proposals described in this proxy statement.
Q: Who is entitled to notice of and to vote at the Annual Meeting?
A: Stockholders of record as of the Record Date are entitled to notice of and to vote at the Annual
Meeting.
Q: What information is contained in these materials?
A: The information included in this proxy statement relates to the proposals to be voted on at the
meeting, the voting process, the compensation of directors and our most highly paid executive
officers, and certain other required information. Our 2024 Annual Report to Stockholders on
Form 10-K for the fiscal year ended March 30, 2024, is also being made electronically available or
mailed to each stockholder as of the Record Date.
If you requested and received a copy of these materials by mail or email, then the proxy materials
also include a proxy card or a voting instruction card for the Annual Meeting.
Q: Why did I receive a notice in the mail regarding the internet availability of the proxy materials
instead of a paper copy of the proxy materials?
A: We are complying with the U.S. Securities and Exchange Commission (the “SEC”) rule that allows
companies to furnish their proxy materials over the internet. As a result, we are mailing to our
stockholders a Notice of Internet Availability of the proxy materials instead of a paper copy of the
proxy materials. All stockholders receiving the Notice of Internet Availability will have the ability
to access the proxy materials over the internet, or alternatively, request to receive a copy of the
proxy materials by mail or email.
3

Q. How can I access the proxy materials over the internet?
A: Your Notice of Internet Availability of the proxy materials contains instructions regarding how to:
Š
view the proxy materials for the Annual Meeting on the internet;
Š
request a paper copy of the proxy materials for the Annual Meeting; and
Š
instruct us to send future proxy materials to you by email.
Q: How may I obtain a paper copy of the proxy materials?
A: Your Notice of Internet Availability of the proxy materials contains instructions regarding how to
obtain a paper copy of the proxy materials.
Q: What if I receive more than one Notice of Internet Availability of the proxy materials or more
than one paper copy of the proxy materials?
A: If you receive more than one Notice of Internet Availability or set of proxy materials, it means your
shares are registered in more than one name or are held in more than one account. To vote all your
shares by proxy, you must vote using all Notices of Internet Availability you receive, or all proxy
cards and voting instruction cards you received.
Q: What proposals will be voted on at the meeting?
A: There are five proposals scheduled to be voted on at the meeting:
(1)
the election of seven nominees named in this proxy statement to serve as Company directors
for one-year terms;
(2)
the ratification of the appointment of Ernst & Young LLP (“Ernst & Young”) as our
independent registered public accounting firm for the fiscal year ending March 29, 2025;
(3)
an advisory (non-binding) vote to approve named executive officer compensation;
(4)
the approval of an amendment and restatement of the Company’s 2018 Long Term Incentive
Plan; and
(5)
the approval of an amendment and restatement of the Company’s Certificate of Incorporation
to permit officer exculpation.
Q: Will I be able to attend the Annual Meeting?
A: We will host the Annual Meeting live via the internet. You will not be able to attend the meeting in
person. Any stockholder can listen to and participate in the Annual Meeting live via the internet at
www.virtualshareholdermeeting.com/CRUS2024. The webcast will begin at 11:00 a.m., Central
Daylight Time, on July 26, 2024. Stockholders as of the Record Date may vote and submit questions
while connected to the Annual Meeting via the internet. We will answer any timely submitted and
relevant questions on a matter to be voted on at the Annual Meeting before voting is closed on the
matter. Following adjournment of the formal business of the Annual Meeting, we will address
appropriate general questions from stockholders regarding the Company as time allows. Questions
relating to stockholder proposals or the Company may be submitted in the field provided in the web
portal at or before the time the questions are to be discussed. If we receive substantially similar
questions, we may group those questions together and provide a single response to avoid repetition.
We are utilizing a virtual meeting solution from Broadridge Financial Solutions, Inc., or
Broadridge. If you have any questions about accessing the virtual meeting website for the Annual
Meeting, please contact Broadridge support at 844-986-0822 / International: 303-562-9302. If you
encounter any technical difficulties with the virtual meeting during the log in or meeting, please
call the technical support number that will be posted on the virtual meeting login page.
4

Q: What do I need to do to be able to participate in the Annual Meeting online?
A: The Annual Meeting will be held live via the internet. You will not be able to attend the meeting in
person. A summary of the information you need to attend the meeting online is provided below:
Š
Any stockholder can listen to the meeting and participate live via the internet at
www.virtualshareholdermeeting.com/CRUS2024.
Š
Webcast begins at 11:00 a.m. Central Daylight Time on July 26, 2024.
Š
Stockholders as of the Record Date may vote and submit questions while connected to the
meeting via the internet.
Š
Please have your control number to enter the meeting.
Š
Instructions on how to connect and participate via the internet, including how to demonstrate
proof of stock ownership, will be posted at www.virtualshareholdermeeting.com/CRUS2024.
Š
A webcast replay of the meeting will be available for one year after the meeting at
www.virtualshareholdermeeting.com/CRUS2024.
Q: What are the Board’s voting recommendations?
A: The Board recommends that you vote your shares as follows:
Š
“FOR” each of the director nominees;
Š
“FOR” the ratification of the appointment of Ernst & Young as our independent registered
public accounting firm for the fiscal year ending March 29, 2025;
Š
“FOR” the approval, on a non-binding, advisory basis, of executive compensation;
Š
“FOR” the approval of an amendment and restatement of the Company’s 2018 Long Term
Incentive Plan; and
Š
“FOR” the approval of an amendment and restatement of the Company’s Certificate of
Incorporation to permit officer exculpation.
Q: What shares owned by me can be voted?
A: All shares owned by you as of the close of business on the Record Date may be voted by you.
These shares include (1) shares held directly in your name as the stockholder of record, and
(2) shares held for you as the beneficial owner through a stockbroker, bank, or other nominee;
however you will need to demonstrate proof of ownership pursuant to the instructions provided at
www.virtualshareholdermeeting.com/CRUS2024. Stockholders who hold their shares through a
stock brokerage account or by a bank or other nominee will need to obtain a legal proxy from their
nominee in advance of the meeting in order to vote during the meeting.
Q: What is the difference between holding shares as a stockholder of record and as a beneficial
owner?
A: Most stockholders of the Company hold their shares through a stockbroker, bank, or other nominee
rather than directly in their own name. As summarized below, there are some distinctions between
shares held of record and those owned beneficially.
Stockholder of Record
If your shares are registered directly in your name with the Company’s transfer agent,
Computershare Investor Services, you are considered, with respect to those shares, the stockholder
of record, and, if you held those shares as of the Record Date, you have the right to vote by proxy
by following the instructions in the Notice of Internet Availability of the proxy materials or to vote
online at the meeting.
Beneficial Owner
If your shares are held in a stock brokerage account or by a bank or other nominee, you are
considered the beneficial owner of shares held in street name, and your stockbroker, bank, or other
nominee is considered, with respect to those shares, the stockholder of record. As the beneficial
5

owner, you have the right to direct your stockbroker, bank, or other nominee how to vote, and you
are also invited to participate in the meeting.
Q: How can I vote my shares at the meeting?
A: Shares may be voted at the Annual Meeting via the internet on a live webcast at
www.virtualshareholdermeeting.com/CRUS2024. To access the meeting and vote your shares, you
must have your control number.
Even if you currently plan to participate in the Annual Meeting via the live webcast, we recommend
that you submit your proxy in advance of the meeting so that your vote will be counted if you later
decide not to attend the meeting.
Q: How can I vote my shares without participating in the meeting?
A: Whether you hold shares directly as the stockholder of record or beneficially in street name, you
may direct your vote without participating in the meeting. You may vote by granting a proxy or by
submitting voting instructions to your stockbroker, bank, or other nominee for shares held in street
name. In most instances, you will be able to do this over the internet, by telephone, or by mail, but
if you hold shares in street name, you should refer to the voting instructions provided to you by
your stockbroker, bank, or other nominee for voting instructions specific to your holdings. If you
are the stockholder of record, please refer to the summary instructions below and those included on
your Notice of Internet Availability of the proxy materials. Specifically, you may vote without
participating in the meeting:
BY INTERNET – If you have internet access, you may vote by going to www.proxyvote.com and
following the instructions included with the proxy materials. You will need to have the control
number on your Notice of Internet Availability on your proxy card in order to vote by internet.
BY TELEPHONE – If you have access to a touch-tone telephone, you may vote by calling
1-800-690-6903 and following the instructions within the proxy materials. You will need to have
the control number that appears on your Notice of Internet Availability of the proxy materials
available when voting by telephone.
BY MAIL – If you have requested and received a paper copy of a proxy card, you may submit a
proxy by signing your proxy card and returning it by mail using the enclosed, postage prepaid and
addressed envelope. If you sign but do not provide instructions, your shares will be voted as
described in the response to “What are the Board’s voting recommendations?” above.
Q: What if I hold shares in street name and do not transmit voting instructions before the
stockholder meeting to my stockbroker, bank, or other nominee?
A: If you do not transmit voting instructions, your stockbroker is permitted to vote on your behalf on
routine matters only. The ratification of the appointment of the Company’s independent registered
public accounting firm (Proposal No. 2) is the only routine matter, and therefore, the only matter
that brokers may vote on without instruction from the beneficial owner. Your stockbroker is not
permitted to vote on your behalf on non-routine matters if you do not transmit your voting
instructions. The election of directors (Proposal No. 1), the advisory vote to approve named
executive officer compensation (Proposal No. 3), the vote to approve an amendment and
restatement of the Company’s 2018 Long Term Incentive Plan (Proposal No. 4), and the vote to
approve an amendment and restatement of the Company’s Certificate of Incorporation to permit
officer exculpation (Proposal No. 5) are considered non-routine matters. Therefore, if you do not
transmit your voting instructions to your stockbroker or other nominee, then they cannot vote on
these non-routine matters, and your shares will be counted as “broker non-votes” as further
described in the response to “How are abstentions and broker non-votes counted?” below.
6

Q: Can I revoke my proxy?
A: You may revoke your proxy instructions at any time prior to the vote at the Annual Meeting. For
shares held directly in your name, you may revoke your proxy instructions by granting a new proxy
bearing a later date (that automatically revokes the earlier proxy) or by voting during the Annual
Meeting. For shares held beneficially by you, you may revoke your proxy by submitting new
instructions to your stockbroker, bank, or other nominee.
Q: What is the quorum requirement for the meeting?
A: The quorum requirement for holding the meeting and transacting business is the presence, either in
person or represented by proxy, of the holders of a majority of the outstanding shares entitled to be
voted at the Annual Meeting. For the Annual Meeting, both abstentions and broker non-votes are
counted as present for the purpose of determining the presence of a quorum.
Q: How are votes counted?
A: In the election of directors, you may vote “FOR” all of the nominees or you may “WITHHOLD”
your vote with respect to one or more of the nominees. For all other proposals you may vote
“FOR,” “AGAINST,” or “ABSTAIN,” and if you “ABSTAIN” on any of these matters, it has the
same effect as a vote “AGAINST,” as described in response to the question below.
If you sign your proxy card with no further instructions, your shares will be voted in accordance
with the recommendations of the Board.
Q: What is the voting requirement to approve each of the proposals?
A: Directors are elected by a plurality of votes cast, which means that, for this year, the seven persons
receiving the highest number of “FOR” votes will be elected. Proposal Nos. 2-4 require the
affirmative “FOR” vote of a majority of those shares present and entitled to vote. Proposal No. 5,
which relates to an amendment of the Company’s Certificate of Incorporation, requires the
affirmative “FOR” vote of a majority of shares outstanding (as opposed to shares present). If you
are a beneficial owner and do not provide your stockbroker, bank, or other nominee with voting
instructions on a non-routine matter such as a director election, your shares may constitute broker
non-votes, as described in “How are abstentions and broker non-votes counted?” below.
Q: How are abstentions and broker non-votes counted?
A: Generally, broker non-votes occur when shares held by a stockbroker for a beneficial owner are not
voted with respect to a particular proposal because the proposal is a non-routine matter, the
stockbroker has not received voting instructions from the beneficial owner, and the stockbroker
lacks discretionary voting power to vote the shares. Abstentions and broker non-votes are counted
as present for purposes of determining the shares present and entitled to vote for purposes of the
quorum requirement. Each of Proposal Nos. 2, 3 and 4 will require the affirmative vote of a
majority of the shares of common stock represented in person or by proxy at the Annual Meeting
and entitled to vote. Abstentions will have the same effect as a vote against such proposals. Broker
non-votes are not counted as either votes for or votes against these proposals and will have no
effect on their outcome. Proposal No. 5, regarding an amendment to the Company’s Certificate of
Incorporation, will require the affirmative vote of a majority of the outstanding shares of common
stock entitled to vote thereon. Abstentions and broker non-votes will therefore have the same effect
as a vote against Proposal No. 5.
Q: Where can I find the voting results of the meeting?
A: We will announce preliminary voting results at the meeting and will file with the SEC via EDGAR
a Current Report on Form 8-K within four business days of the meeting with the final voting
results. If final voting results are not available at the time of such filing, the Company intends to
disclose preliminary voting results at the time of the filing and file an amended Current Report on
Form 8-K within four business days after obtaining the final results.
7

Q: What happens if additional proposals are presented at the meeting?
A: Other than the proposals described in this proxy statement, we do not expect any matters to be
presented for a vote at the Annual Meeting. If you grant a proxy, the persons named as proxy
holders, Michael Barrett, our Corporate Secretary, and Gregory Scott Thomas, our General
Counsel, will have the discretion to vote your shares on any additional matters properly presented
for a vote at the meeting. If for any unforeseen reason any of our nominees is not available as a
candidate for director, the persons named as proxy holders will vote your shares for such other
candidate or candidates as may be nominated by the Board, or the Board may reduce the size of the
Board.
Q: What classes of shares are entitled to be voted?
A: Each share of common stock of the Company (“common stock”) outstanding as of the Record Date
is entitled to one vote on each item being voted upon at the Annual Meeting. On the Record Date,
we had 53,450,716 shares of common stock outstanding.
Q: Is cumulative voting permitted for the election of directors?
A: No.
Q: Who will count the votes?
A: A representative of Broadridge will tabulate the votes. A representative of the Company will act as
the inspector of election.
Q: Is my vote confidential?
A: Proxy instructions, ballots, and voting tabulations that identify individual stockholders are handled
in a manner that protects your voting privacy. Your vote will not be disclosed either within the
Company or to third parties except (1) as necessary to meet applicable legal requirements, (2) to
allow for the tabulation of votes and certification of the vote, or (3) to facilitate a proxy solicitation
by the Board.
Q: Who will bear the cost of soliciting votes for the meeting?
A: The Company will pay the entire cost of soliciting proxies to be voted, along with the costs of
preparing, assembling, printing, mailing, and distributing the proxy materials. If you choose to
access the proxy materials and/or submit your proxy over the internet or by telephone, however,
you are responsible for internet access or telephone charges you may incur. In addition to the
mailing of the proxy materials, the solicitation of proxies or votes may be made by our directors,
officers, and employees, either in person, by telephone, or by electronic communication. Our
directors, officers, and employees will not receive any additional compensation for the solicitation
activities. We will also reimburse brokerage houses and other custodians, nominees, and fiduciaries
for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to our
stockholders.
Q: May I propose actions for consideration at next year’s annual meeting of stockholders or
nominate individuals to serve as directors?
A: You may make nominations and submit proposals for consideration at future stockholder meetings.
Any proposal that a stockholder wishes to include in the Company’s proxy materials for the 2025
annual meeting of stockholders, in accordance with the regulations of the SEC, must be received by
no later than 120 calendar days prior to the anniversary date that the Company released this proxy
statement for the Annual Meeting (February 3, 2025). The written proposal will need to comply
with the regulations of the SEC under Rule 14a-8 regarding the inclusion of stockholder proposals
in company-sponsored proxy materials.
A proposal or nomination for election of directors that a stockholder wishes to propose for
consideration at the 2025 annual meeting of stockholders, other than pursuant to Rule 14a-8, must
8

be submitted in accordance with our Bylaws. To be considered timely, our Bylaws provide that
such notice must be received at our principal executive offices no earlier than 120 calendar days
(March 28, 2025) and no later than 90 calendar days (April 27, 2025) prior to the first anniversary
date of the previous year’s annual meeting of stockholders. Proposals and nominations should be
addressed to: Corporate Secretary, Cirrus Logic, Inc., 800 W. 6th Street, Austin, Texas 78701.
Under our Bylaws, a stockholder or a group of up to 20 stockholders owning 3% or more of our
common stock continuously for at least three years may nominate and include in our proxy
statement a number of candidates not exceeding the greater of (a) two or (b) 20% of our Board
(rounded down). Nominations must comply with the requirements and conditions in our Bylaws,
including delivering proper notice to us no earlier than 150 calendar days (February 26, 2025) and
no later than 120 calendar days (March 28, 2025) prior to the first anniversary date of the previous
year’s annual meeting of stockholders.
In addition to satisfying advance notice requirements under our Bylaws, to comply with the
universal proxy rules under the Exchange Act, stockholders who intend to solicit proxies in support
of director nominees other than those nominees nominated by the Company must provide notice
that sets forth the information required by Rule 14a-19 under the Exchange Act no later than
May 27, 2025, which is 60 days prior to the anniversary date of the 2024 Annual Meeting. Unless
we receive notice in the manner specified above, the proxy holders will have discretionary
authority to vote for or against any such proposal presented at our 2025 annual meeting of
stockholders.
Copy of Bylaw Provisions: You may contact the Corporate Secretary at our headquarters,
800 W. 6th Street, Austin, Texas 78701, for a copy of the relevant Bylaw provisions regarding the
requirements for making stockholder proposals and nominating director candidates.
CORPORATE GOVERNANCE
Board Meetings and Committees
During the fiscal year ended March 30, 2024, the Board held 10 meetings. Directors are expected to
attend each meeting of the Board and the committees of the Board (the “Committees”) on which they
serve. During the period of their service, no director attended less than 75% of the aggregate of (i) the
total number of Board meetings and (ii) the total number of their Committee meetings. Pursuant to our
Corporate Governance Guidelines, directors are also expected to attend the Company’s Annual
Meeting of Stockholders absent extraordinary circumstances. All directors who were in service at the
time attended the Company’s 2023 annual meeting of stockholders.
We have three Committees: Audit, Compensation and Human Resources, and Governance and
Nominating. Each member of the Audit, Compensation and Human Resources, and Governance and
Nominating Committees is independent in accordance with the applicable SEC rules and applicable
Nasdaq Stock Market, Inc. (the “Nasdaq”) listing standards, including, with respect to members of the
Audit and Compensation and Human Resources Committees, the heightened requirements applicable
to members of those committees. Each Committee has a written charter that has been approved by the
Board; the Committee charters are available under the Corporate Governance section of our
“Investors” page on our website at investor.cirrus.com. On occasion, the Board may appoint special
committees or designate directors to undertake special assignments on behalf of the Board.
9

The composition of the Board and each Committee as of the filing of this proxy statement is identified
in the following table, and the function of each Committee is described below.
Directors
Independent
Audit
Compensation
and Human
Resources
Governance and
Nominating
Alexander M. Davern
Yes
Chair
Timothy R. Dehne
Yes
Chair
John M. Forsyth
No
Deirdre R. Hanford
Yes
X
X
Raghib Hussain
Yes
X
Duy-Loan Le
Yes
X
Catherine P. Lego
Yes
X
Chair
David J. Tupman, Chair
Yes
X
Number of Meetings Held
in Fiscal Year 2024
8
7
7
Effective as of this year’s Annual Meeting, Timothy R. Dehne and Deirdre R. Hanford will retire from
the Board, with Duy-Loan Le replacing Mr. Dehne as the Chair of the Compensation and Human
Resources Committee, Mr. Davern joining the Compensation and Human Resources Committee,
Ms. Le replacing Ms. Hanford as a member of the Audit Committee, and Raghib Hussain replacing
Ms. Hanford as a member of the Governance and Nominating Committee.
Audit Committee
The Audit Committee is currently composed of three independent directors. The responsibilities of the
Audit Committee include:
Š
selecting, retaining, compensating, overseeing, evaluating, and, where appropriate, terminating
the Company’s independent auditors;
Š
resolving any disagreements between management and the independent auditors regarding
financial reporting;
Š
adopting and implementing pre-approval policies and procedures for audit and non-audit
services to be rendered by the independent auditors;
Š
reviewing with management and the independent auditors the financial information and the
Management’s Discussion and Analysis proposed to be included in each of the Company’s
Quarterly Reports on Form 10-Q prior to their filing;
Š
reviewing before release the unaudited interim financial results in the Company’s quarterly
earnings release;
Š
reviewing with management and the independent auditors, at the completion of the annual audit,
the audited financial statements and the Management’s Discussion and Analysis proposed to be
included in the Company’s Annual Report on Form 10-K prior to its filing and provide or review
judgments about the quality, not only the acceptability, of accounting principles, and such other
matters required to be discussed with the independent auditors under generally accepted auditing
standards;
10

Š
reviewing with management and the independent auditors any required Environmental, Social,
and Governance (“ESG”) disclosures included within the Company’s SEC filings, including
human capital disclosures required by Item 101(c) of Regulation S-K, and the adequacy and
effectiveness of applicable internal controls related to such disclosures;
Š
reviewing with the independent auditors critical audit matters (CAMs) and related CAM
disclosures;
Š
reviewing and approving, if appropriate, material changes to the Company’s auditing and
accounting principles and practices as suggested by the independent auditors or management;
Š
reviewing and approving the Company’s hedging policy on an at least annual basis, including
making a determination and recommendation to the Board regarding the Company’s decision to
enter into swaps that are subject to the End User Exception in accordance with the Dodd-Frank
Wall Street Reform and Consumer Protection Act and associated Commodity Futures Trading
Commission (CFTC) regulations;
Š
establishing procedures for (i) the receipt, retention, and treatment of complaints received by the
Company regarding accounting, internal accounting controls, or auditing matters, and (ii) the
confidential, anonymous submission by employees of the Company of concerns regarding
questionable accounting or auditing matters;
Š
evaluating the professional competency of the financial staff and the internal auditors, as well as
the quality of their performance in discharging their respective responsibilities;
Š
discussing policies with respect to risk assessment and risk management, including appropriate
guidelines and policies to govern the process; and
Š
reviewing with management the Company’s major financial and regulatory risk exposures,
including cybersecurity-related risks, and the steps management has taken to monitor and
control such exposures.
The Board has determined that each member of the Audit Committee is able to read and understand
fundamental financial statements and is independent under applicable SEC rules and applicable
Nasdaq listing standards. The Board has also determined that Audit Committee members Mr. Davern
and Ms. Lego are each an “audit committee financial expert” as defined under applicable SEC rules.
For additional information relating to the Audit Committee, see the section of this proxy statement
entitled, “Report of the Audit Committee of the Board” and the Audit Committee Charter, which is
available under the Corporate Governance section of our “Investors” page on our website at
investor.cirrus.com.
Compensation and Human Resources Committee
The Compensation and Human Resources Committee (“Compensation Committee”) is currently
composed of three independent directors. The Compensation Committee reviews and approves salaries
and other matters relating to executive compensation; reviews risks associated with the Company’s
compensation policies; monitors the Company’s compliance with applicable regulations relating to
compensation arrangements for directors and executive officers; administers the Company’s clawback
policies; reviews the Company’s leadership development initiatives and succession planning process
for our Chief Executive Officer and other executive officers; and administers the Company’s stock
incentive plans, including reviewing and granting stock incentive awards to executive officers and
other employees (subject to any delegation of authority approved by the Compensation Committee
from time to time relating to equity-based grants to certain employees) and reviewing and approving
policies and procedures for awarding grants under these plans. The Compensation Committee also
11

reviews and recommends to the Board for approval various other Company compensation plans,
policies and matters related to the Company’s non-employee directors. Additionally, the Compensation
Committee assists the Board in its ESG oversight by reviewing ESG matters relating to the Company’s
workforce, including human capital management, inclusion and diversity, and the workforce portion of
the Company’s ESG report. For additional information relating to the Compensation Committee, see
the Compensation and Human Resources Committee Charter, which is available under the Corporate
Governance section of our “Investors” page on our website at investor.cirrus.com.
Please see the “Compensation Discussion and Analysis” section of this proxy statement for additional
information regarding the Compensation Committee’s processes and procedures for the consideration
and determination of executive officer compensation, including the Compensation Committee’s
engagement of Compensia, Inc. (“Compensia”) as its external compensation consultant.
Governance and Nominating Committee
The Governance and Nominating Committee is currently composed of three independent directors. The
Governance and Nominating Committee provides counsel to the Board with respect to corporate
governance matters, including oversight of the Company’s Corporate Compliance Program (as defined
below), and Board organization, membership, and function, as well as committee structure and
membership. The Governance and Nominating Committee is responsible for defining the qualifications
for candidates for director positions, evaluating qualified candidates, recommending candidates to the
Board for election as directors, and proposing a slate of directors for election by stockholders at each
annual meeting.
Additionally, the Governance and Nominating Committee (a) assists the Board in its ESG oversight by
reviewing ESG matters, including the Company’s ESG report and health and safety matters, not
assigned to other committees, (b) oversees the Company’s policies and practices regarding political
contributions, political lobbying, and charitable contributions and reviews management’s strategies and
recommendations for such activities, and (c) reviews the implementation and effectiveness of the
Company’s corporate compliance policies, systems, and procedures (the “Corporate Compliance
Program”) with the Company’s General Counsel.
For more information relating to the Governance and Nominating Committee, see the Governance and
Nominating Committee Charter, which is available under the Corporate Governance section of our
“Investors” page on our website at investor.cirrus.com.
Director Nominations
The Governance and Nominating Committee annually reviews the needs of the Board for various
skills, experience, expected contributions, and other characteristics in determining the director
candidates to be nominated at the Annual Meeting of Stockholders. The Governance and Nominating
Committee will evaluate candidates for directors proposed by directors, stockholders, or management
in light of the Governance and Nominating Committee’s views of the current needs of the Board for
certain skills; the candidate’s background, skills, experience, expected contributions, or other
characteristics; and the qualification standards established from time to time by the Governance and
Nominating Committee. If the Governance and Nominating Committee believes that the Board
requires additional candidates for nomination, the Governance and Nominating Committee may engage
a third-party search firm to assist in identifying qualified candidates. All of the director nominees for
election at the Annual Meeting other than William D. Mosley have been directors since last year’s
meeting. Dr. Mosley was recommended by a third-party search firm. All directors and nominees will
submit a completed form of directors’ and officers’ questionnaire as part of the nominating process.
The process may also include interviews and additional background and reference checks for
non-incumbent nominees, at the discretion of the Governance and Nominating Committee. The
12

Governance and Nominating Committee believes it is important to consider diversity of gender
identity, demographic background, age, education, and professional experiences and has formalized its
existing practice to require inclusion of women and underrepresented minority candidates in the pool
from which nominees are identified. The Board’s objective is to nominate a diverse group of directors
who can best ensure the continuing success of our business and represent stockholder interests through
the exercise of sound judgment and constructive working relationships.
The Governance and Nominating Committee believes that members of the Board should possess
certain basic personal and professional qualities in order to properly discharge their fiduciary duties to
stockholders, provide effective oversight of the management of the Company, and monitor the
Company’s adherence to principles of sound corporate governance. Therefore, the Governance and
Nominating Committee has determined that nominees for election as director should have the
following qualifications: (i) possess the highest personal and professional ethics, integrity, and values;
(ii) be committed to representing the long-term interests of the Company’s stockholders; (iii) have an
inquisitive and objective perspective and mature judgment; (iv) possess strong business and financial
acumen and judgment acquired through education, training, or experience; (v) possess experience at
policy-making levels in business, government, education, or technology, and in areas that are relevant
to the Company’s global business activities; (vi) have experience in matters of corporate governance;
(vii) have experience in positions with a high degree of responsibility in the companies or institutions
with which they are affiliated; and (viii) be prepared to devote appropriate time and attention to the
Board and Committee duties required of a public company board member. Additionally, for
non-employee director candidates, the nominees should have personal and business circumstances that
permit them to serve on one or more of the various Committees.
These are not meant to be the exclusive criteria, however, and the Governance and Nominating
Committee will also consider the contributions that a candidate can be expected to make to the
collective functioning of the Board based upon the totality of the candidate’s credentials, experience,
and expertise; the composition of the Board at the time; and other relevant circumstances.
To assist in its annual review and nomination process, the Governance and Nominating Committee has
developed the matrix provided below, which summarizes some of the key skills, qualifications,
experience, and backgrounds that our director nominees bring to the Board based on self-reported
responses that are reviewed by the Governance and Nominating Committee. The matrix below further
identifies the Company’s needs and the qualifications and attributes of directors that the Governance
and Nominating Committee has determined are important to the Company. This identification helps the
Governance and Nominating Committee in its evaluation of director competencies and how the
composition of the Board, as a whole, meets these needs. Within the matrix, a checkmark reflects that
the nominee identified that they possessed a comprehensive or professional/expert level of the noted
attribute. The lack of a checkmark should not be interpreted to mean that a candidate does not have
relevant skills, qualifications, or background in that particular area, but simply that their qualifications
do not rise to the professional or expert level. The director biographies contained in the section of this
proxy statement entitled, “Proposal No. 1: Election of Directors” further describe each nominee’s
background and relevant experience and may identify additional attributes that are relevant to the
decision to nominate candidates to serve on our Board.
13

Summary of Skills, Qualifications, Experience, and Backgrounds of Director Nominees1
Davern Forsyth Hussain
Le
Lego
Mosley Tupman
Skills, Qualifications,
Experience
CEO Experience
Senior Management and
Operations Experience
Semiconductor Industry
Knowledge and Experience
Deep Technical Experience in
the Semiconductor Industry
Emerging Technologies and
Business Models
Financial, Accounting, and
Tax Expertise
Enterprise Risk Management
Experience
Public Company Board and
Corporate Governance
Experience
Venture Capital, Private Equity,
and Financing Experience
Business Development and
M&A Experience
Corporate Culture/Human
Capital Management
Extensive Knowledge and
Experience in
Business-to-Business
Sales and Marketing
International Business
Operations Experience
Background Information
Years on Board
9
3
3
1
4
—
9
Age
57
50
53
62
67
57
61
Gender Identity
male
male
male
female female
male
male
Demographic Background
White
White
Asian
Asian
White
White
White
1
Mr. Dehne and Ms. Hanford are not included in this chart because they are not nominees for
re-election. Dr. Mosley is included as a new director nominee.
14

The following charts show the composition of our director nominees by tenure, age, gender identity,
and demographic background.
Tenure
Age
2, 28.6%
4 or fewer years
5-10 years
11-19 years
0, 0.0%
5, 71.4%
40s
50s
60s
3, 42.9%
0, 0.0%
4, 57.1%
Gender
Identity
Demographic
Background
2, 28.6%
5, 71.4%
male
female
2, 28.6%
5, 71.4%
White
Asian
In addition, pursuant to Nasdaq Rule 5606, the Company is providing the following Board Diversity
Matrices.
15

Board Diversity Matrix (As of June 3, 2024)2
Total Number of Directors: 8
Female
Male
Non-Binary
Did not
disclose
gender
Part I: Gender Identity
Directors
3
5
—
—
Part II: Demographic Background
African American or Black
—
—
—
—
Alaskan Native or Native American
—
—
—
—
Asian
1
1
—
—
Hispanic or Latinx
—
—
—
—
Native Hawaiian or Pacific Islander
—
—
—
—
White
2
4
—
—
Two or More Races or Ethnicities
—
—
—
—
LGBTQ+
—
—
—
—
Did Not Disclose Demographic Background
—
—
—
—
Board Diversity Matrix (As of June 1, 2023)
Total Number of Directors: 8
Female
Male
Non-Binary
Did not
disclose
gender
Part I: Gender Identity
Directors
2
6
—
—
Part II: Demographic Background
African American or Black
—
—
—
—
Alaskan Native or Native American
—
—
—
—
Asian
—
1
—
—
Hispanic or Latinx
—
—
—
—
Native Hawaiian or Pacific Islander
—
—
—
—
White
2
5
—
—
Two or More Races or Ethnicities
—
—
—
—
LGBTQ+
—
—
—
—
Did Not Disclose Demographic Background
—
—
—
—
2
Note that this matrix reflects the Board as of the filing date of this proxy statement. As of the
Annual Meeting, Mr. Dehne and Ms. Hanford will retire from the Board, and if elected,
Dr. Mosley will join the Board.
16

Stockholder Nominations
The Governance and Nominating Committee will consider stockholder-recommended candidates
(other than pursuant to Rule 14a-8) pursuant to the director nominations process that is in accordance
with our Bylaws and outlined in the Corporate Governance Guidelines, which are available under the
Corporate Governance section of our “Investors” page on our website at investor.cirrus.com.
Stockholders have the right under the Company’s Bylaws to nominate candidates for election as
directors by following the procedures, providing the information, and conforming to the submission
deadlines specified in the Company’s Bylaws. In addition, under the proxy access provisions in our
Bylaws, a stockholder or a group of up to 20 stockholders owning 3% or more of our common stock
continuously for at least three years may nominate and include in our proxy statement a number of
candidates not exceeding the greater of (a) two or (b) 20% of our Board (rounded down) provided that
proxy access Bylaw requirements and conditions are met. Please see the section of this proxy statement
entitled, “Questions and Answers about the Proxy Materials, the Annual Meeting and Voting
Procedures: May I propose actions for consideration at next year’s annual meeting of stockholders or
nominate individuals to serve as directors?” for further information.
Determination of Independence
The Board has determined that six of the seven nominated directors are independent as defined by the
applicable listing and regulatory standards. Specifically, the Governance and Nominating Committee
has reviewed the independence of each director and determined that nominees Davern, Hussain, Le,
Lego, Mosley, and Tupman qualify as independent directors under these standards. Additionally, the
Governance and Nominating Committee determined that Mr. Dehne and Ms. Hanford, who will serve
as directors until the Annual Meeting, qualified as independent under these standards. No director has a
familial relationship with another director, director nominee, or executive officer.
In determining the independence of Mr. Davern and Ms. Le—who each served as a member of National
Instrument Corporation’s (“NI”) Board of Directors during a portion of fiscal year 2024 (until the
acquisition of NI by Emerson Electric Co. in October 2023)—the Governance and Nominating
Committee and the Board reviewed the Company’s transactions with NI and determined that the
transactions did not interfere with Mr. Davern’s or Ms. Le’s exercise of independent judgment in
carrying out the responsibilities of a director. These transactions included the purchase of certain test
equipment and software, along with associated support and maintenance services, for equipment used in
the development and testing of our products in the ordinary course of our business. These transactions did
not constitute material related party transactions requiring disclosure under SEC regulations.
In determining the independence of Ms. Hanford—who served as Chief Security Officer and Member of
Corporate Staff of Synopsys, Inc. during a portion of fiscal year 2024—the Governance and Nominating
Committee and the Board reviewed the Company’s transactions with Synopsys and determined that the
transactions did not interfere with Ms. Hanford’s exercise of independent judgment in carrying out the
responsibilities of a director. These transactions included ordinary course of business software tool
licenses, software maintenance, training, and related consulting. These transactions did not constitute
material related party transactions requiring disclosure under SEC regulations.
Corporate Governance Guidelines
On an annual basis, the Company reviews its corporate governance practices in light of any changes to
applicable law, the rules of the SEC, and the Nasdaq listing standards. Among other matters, the
Corporate Governance Guidelines include the following requirements:
Š
Two-thirds of the members of the Board must be independent directors as defined in the
Corporate Governance Guidelines.
17

Š
If the Chair of the Board is not an independent director, the Board will designate a “lead
independent director.”
Š
Directors shall retire at the first stockholders’ meeting in which directors will be elected
following the director’s 75th birthday.
Š
Stock Ownership Guidelines require our Chief Executive Officer, non-employee directors, and
officers of the Company to accumulate and maintain, after a phase-in period, an ownership
position in the Company’s stock to more closely link their interests with those of other
Company stockholders.
Š
The Board will have an Audit Committee, Compensation and Human Resources Committee,
and Governance and Nominating Committee, each of which shall consist solely of
independent directors.
Š
The independent directors shall meet in executive session either before or after each regularly
scheduled Board meeting.
Š
In considering stockholder proposals and candidates recommended by stockholders for the
Board (other than pursuant to Rule 14a-8), the Governance and Nominating Committee will
follow the procedures outlined in the Corporate Governance Guidelines and our Bylaws.
For additional details, see the Corporate Governance Guidelines, which are available under the
Corporate Governance section of our “Investors” page on our website at investor.cirrus.com.
Board Leadership Structure
The Board is committed to maintaining an independent Board comprised primarily of independent
directors. To enhance the independence of the Board from management, we separate the roles of our
President and Chief Executive Officer (“CEO”), John Forsyth, and Chair of the Board, David Tupman.
We believe that this leadership structure demonstrates our commitment to good corporate governance
and benefits our stockholders by enhancing the oversight of management by the Board, balancing
power on the Board, and encouraging balanced decision making.
The Board’s Role in Risk Oversight
Although management is responsible for identifying, assessing, and managing the material risks facing
the Company, the Board plays an ongoing and active role in the oversight of the Company’s risk
management processes, along with the oversight of the most significant strategic and operational risks
faced by the Company and management’s efforts to assess and manage those risks. The Board is
involved in the setting of the Company’s business strategy, which necessarily entails a determination
of what constitutes an appropriate level of risk for the Company.
Each of the Committees also considers risk within the Committee’s area of responsibility. Our Audit
Committee, comprised fully of independent members, discusses risk assessment and risk management
policies and regularly reviews with management the Company’s major financial and regulatory risk
exposures, including information security and cybersecurity-related risks, and the steps management
has taken to monitor and control such exposures. Also, in designing our compensation programs and
structuring awards, the Compensation Committee considers whether such compensation programs may
lead to undue risk taking. Finally, our Governance and Nominating Committee oversees risks relating
to corporate governance policies and related governance matters.
Board and Committee Evaluations
Each year, the Board conducts a self-evaluation of the Board, its committees, and the individual
directors, overseen by the Governance and Nominating Committee. The evaluation solicits the
18

opinions of the directors regarding the effectiveness of the Board and its committees in fulfilling their
obligations. The Chair of the Governance and Nominating Committee reviews the results of the
evaluation with the Board, and the results of the evaluations are also considered by the Governance and
Nominating Committee and the Board as part of the director nomination process.
Environmental, Social, and Governance (ESG)
Our Company is committed to creating a responsible and sustainable business environment that drives
value for our key stakeholders including employees, investors, customers, suppliers, and our global
communities. Responsibility for ESG oversight belongs to the Board with delegation to the Audit,
Compensation, and Governance and Nominating Committees within their respective areas of expertise
pursuant to their charters.
The Company recognizes the importance of embedding sustainable policies and practices across our
business and strives to ensure our products are produced and manufactured in a sustainable and
responsible manner. We adhere to core principles of human rights by complying with applicable
international standards and by establishing a safe and healthy working environment. As an Affiliate
Member, we are committed to adopting the approach of the Responsible Business Alliance (“RBA”), a
non-profit organization that sets the standards for supply chain compliance issues related to labor,
health and safety, the environment, ethics, and management systems. For example, all of our primary
suppliers must acknowledge their obligations to comply with our Supplier Code of Conduct, which
was developed using inputs from both the RBA Code of Conduct and additional customer
requirements. In addition to complying with our Supplier Code of Conduct, our primary foundries and
assembly and test suppliers maintain ISO 14001 environmental management system certificates, which
demonstrates their commitment to high environmental standards and responsible management of
environmental impacts. Additionally, we ourselves have been awarded ISO 14001 certification, further
reinforcing our commitment to these standards.
We work to attract and retain top talent in our diverse, global workforce through competitive
compensation and benefits, along with a positive corporate culture based on respect and fairness for all
employees. Through volunteer activities and financial contributions, we also help develop a STEM
pipeline in an effort to expand the pool of diverse, qualified candidates who will be available for key
roles in the future.
For more information about our ESG efforts, including the Company’s ESG Report, please refer to the
Environment, Social, and Governance section of our website at cirrus.com/company/esg.
Code of Conduct
The Company has adopted a Code of Conduct that applies to all of its directors, officers, and
employees (including its principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions). A copy of the Code of Conduct is
available under the Corporate Governance section of our “Investors” page on our website at
investor.cirrus.com. The Code of Conduct, as applied to the Company’s senior financial officers,
constitutes the Company’s “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley
Act of 2002 (the “Sarbanes-Oxley Act”) and constitutes the Company’s “code of conduct” under the
Nasdaq listing standards. Any violation of the Company’s Code of Conduct, or any complaint or
concern, including those regarding accounting, internal accounting controls, or auditing matters, may
be reported anonymously by contacting EthicsPoint, an independent reporting system provider, by
telephone at 1-866-384-4277 (1-866-ETHICSP) or through its website at cirruslogic.ethicspoint.com.
19

DIRECTOR COMPENSATION ARRANGEMENTS
Non-employee directors receive a combination of quarterly cash retainers and equity-based
compensation. Directors who are employed by the Company do not receive any additional
compensation for their Board service. Non-employee directors may not receive consulting, advisory, or
other compensatory fees from the Company in addition to their Board compensation.
The following table sets forth the quarterly cash payments paid to non-employee directors for Board
service during fiscal year 2024 up until last year’s annual meeting (July 28, 2023):
Director Compensation Retainers
Quarterly Director Retainer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$17,500
Board Chair Quarterly Retainer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$18,750
Audit Chair Quarterly Retainer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 7,500
Audit Committee Member Quarterly Retainer . . . . . . . . . . . . . . . . . . . . . .
$ 3,000
Compensation Committee Chair Quarterly Retainer . . . . . . . . . . . . . . . . .
$ 6,250
Compensation Committee Member Quarterly Retainer . . . . . . . . . . . . . . .
$ 2,500
Governance and Nominating Committee Chair Quarterly Retainer . . . . . .
$ 3,000
Governance and Nominating Committee Member Quarterly Retainer . . .
$ 1,500
Lead Independent Director Quarterly Retainer . . . . . . . . . . . . . . . . . . . . . .
$ 2,500
The following table sets forth the quarterly cash payments paid to non-employee directors for Board
service during fiscal year 2024, from last year’s annual meeting (July 28, 2023) through the end of
fiscal year 2024. The only change relative to the table above is the quarterly retainer for our
Governance and Nominating Committee Chair.
Director Compensation Retainers
Quarterly Director Retainer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$17,500
Board Chair Quarterly Retainer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$18,750
Audit Chair Quarterly Retainer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 7,500
Audit Committee Member Quarterly Retainer . . . . . . . . . . . . . . . . . . . . . .
$ 3,000
Compensation Committee Chair Quarterly Retainer . . . . . . . . . . . . . . . . .
$ 6,250
Compensation Committee Member Quarterly Retainer . . . . . . . . . . . . . . .
$ 2,500
Governance and Nominating Committee Chair Quarterly Retainer . . . . . .
$ 3,750
Governance and Nominating Committee Member Quarterly Retainer . . .
$ 1,500
Lead Independent Director Quarterly Retainer . . . . . . . . . . . . . . . . . . . . . .
$ 2,500
Directors receive cash payments for each retainer category applying to them. The Company also
reimburses non-employee directors for all reasonable out-of-pocket expenses incurred for attending
Board and Committee meetings.
In addition to the cash compensation described above, each non-employee director receives equity-
based compensation:
Options
New non-employee directors receive, upon first joining the Board through appointment or election,
options having a fair market value of $225,000 as estimated at or around the time of grant with 25%
vesting after one year and the remainder vesting ratably each month over the following 36 months.
20

Full-Value Stock Awards
New non-employee directors who first join the Board by appointment prior to an annual meeting
receive upon appointment a full-value stock award having a fair market value up to $210,000 prorated
to reflect the period from the time of appointment up until the annual meeting, with such award vesting
at the annual meeting. Additionally, each non-employee director, upon first election and each
subsequent re-election at an annual meeting, receives a full-value stock award having a fair market
value up to $210,000, with such award vesting at the earlier of the next annual meeting or one year
from the date of grant.
Our 2018 Long Term Incentive Plan provides that, in a calendar year, the aggregate value of all
compensation paid to or granted to any non-employee member of the Board, including equity awards
(valued on the grant date pursuant to FASB ASC Topic 718) and cash compensation, shall not exceed
$750,000.
The following table sets forth information regarding the cash and equity-based compensation paid to
our non-employee directors for services as members of the Board or any Committee during fiscal year
2024.
Note that throughout this proxy statement, amounts may not compute exactly across individual lines of
a table, and such differences are due to rounding to the nearest dollar.
DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2024
Name
(a)
Fees
Earned
or Paid in
Cash(1)
($)
(b)
Stock
Awards(2)
($)
(c)
Option
Awards(3)
($)
(d)
Total
($)
(h)
John C. Carter(4)
$ 31,341
$
—
$
—
$ 31,341
Alexander M. Davern(5)
$112,000
$209,966
$
—
$321,966
Timothy R. Dehne(6)
$105,000
$209,966
$
—
$314,966
Deirdre R. Hanford(7)
$ 88,000
$209,966
$
—
$297,966
Raghib Hussain(8)
$ 80,000
$209,966
$
—
$289,966
Duy-Loan Le(9)
$ 52,747
$209,966
$224,996
$487,709
Catherine P. Lego(10)
$ 97,890
$209,966
$
—
$307,856
David J. Tupman(11)
$151,000
$209,966
$
—
$360,966
(1)
Represents fees earned or paid in cash for services as a director during the fiscal year ended
March 30, 2024, including quarterly retainer fees and Committee chair and membership retainer
fees.
(2)
On July 28, 2023, upon their re-election (or, first election in the case of Ms. Le) as directors at the
Company’s 2023 annual meeting of stockholders, directors Davern, Dehne, Hanford, Hussain, Le,
Lego, and Tupman received a full value stock award having a fair market value on the date of grant
of approximately $210,000, which will vest at the earlier of one year or the 2024 Annual Meeting.
Amounts reported in this column represent the aggregate grant date fair value of the stock awards
granted in fiscal year 2024, computed in accordance with FASB ASC Topic 718. See Note 14,
Equity Compensation, in our Annual Report on Form 10-K for the fiscal year ended March 30, 2024
for additional detail regarding the assumptions underlying the value of these awards.
21

(3)
On July 28, 2023, upon her appointment as a director, Ms. Le received an option to purchase
shares of common stock with an exercise price equal to the closing price of common stock
reported on Nasdaq on the date of grant. The amount in this column represents the aggregate grant
date fair value of the options computed in accordance with FASB ASC Topic 718. See Note 14
Equity Compensation, in our Annual Report on Form 10-K for the fiscal year ended March 30,
2024 for additional detail regarding the assumptions underlying the value of these awards.
(4)
At the end of fiscal year 2024, Mr. Carter had no options outstanding and no RSUs outstanding.
During fiscal year 2024, Mr. Carter served as a director only through last year’s annual meeting
(July 28, 2023).
(5)
At the end of fiscal year 2024, Mr. Davern had no options outstanding and 2,575 RSUs
outstanding.
(6)
At the end of fiscal year 2024, Mr. Dehne had no options outstanding and 2,575 RSUs
outstanding.
(7)
At the end of fiscal year 2024, Ms. Hanford had 15,515 options outstanding and 2,575 RSUs
outstanding.
(8)
At the end of fiscal year 2024, Mr. Hussain had 7,238 options outstanding and 2,575 RSUs
outstanding.
(9)
At the end of fiscal year 2024, Ms. Le had 6,134 options outstanding and 2,575 RSUs
outstanding.
(10) At the end of fiscal year 2024, Ms. Lego had 7,657 options outstanding and 2,575 RSUs
outstanding.
(11) At the end of fiscal year 2024, Mr. Tupman had 15,346 options outstanding and 2,575 RSUs
outstanding.
22

PROPOSALS TO BE VOTED ON
Proposal No. 1:
Election of Directors
Based upon the recommendation of our Governance and Nominating Committee, the Board nominated
each of the seven individuals listed below for election to the Board this year. Effective as of the Annual
Meeting, Timothy R. Dehne and Deirdre R. Hanford are retiring from the Board, and we would like to
express our sincere gratitude for their invaluable contributions and dedicated service during their
tenures. New director nominee William D. Mosley, if elected, will join the Board effective
immediately after the vote at the Annual Meeting.
Information regarding each of our nominees is provided below. All directors are elected annually to
serve until the next annual meeting and until their respective successors are elected, or until their
earlier resignation or removal. There are no family relationships among the Company’s executive
officers, directors, or director nominees.
Vote Required
In the election of directors, the seven persons receiving the highest number of “FOR” votes will be
elected.
Director Resignation Policy
Any nominee for director who receives a greater number of “WITHHOLD” votes than “FOR” votes in
an uncontested election of directors shall tender to the Board their resignation as a director promptly
following the certification of the election results. For purposes of this policy, (i) an “uncontested”
election is one in which the Secretary determines that the number of nominees does not exceed the
number of directors to be elected as of the date seven days prior to the scheduled mailing date of the
proxy statement for such meeting, and (ii) abstentions and broker non-votes will not be considered as
either “WITHHOLD” votes or “FOR” votes. The Governance and Nominating Committee will
consider any resignation tendered under this policy and recommend to the Board whether to accept or
reject it and the Board will act on such resignation, taking into account the Governance and
Nominating Committee’s recommendation, within 90 days following the certification of the election
results. The Governance and Nominating Committee in making its recommendation, and the Board in
making its decision, may consider any information it deems appropriate including without limitation
any reasons given by stockholders for their “WITHHOLD” votes, the qualifications of the director, and
the director’s contributions to the Board and the Company. The Board will promptly disclose publicly
its decision to accept or reject such resignation and, if rejected, the reasons for doing so.
23

Information about Nominees
Ages are relative to our Annual Meeting date.
ALEXANDER M. DAVERN
Director since 2015
Mr. Davern, age 57, is currently a member of the Board of Directors of FARO Technologies, Inc., a
public company that provides leading-edge measurement solutions and is traded on the Nasdaq
exchange. Additionally, effective May 23, 2024, Mr. Davern was appointed to the board of Computer
Modelling Group Ltd., a global software and consulting company that provides advanced reservoir
modelling capabilities to the energy industry and is traded on the Toronto Stock Exchange. In the
past five years, Mr. Davern served on the board of National Instruments Corporation (“NI”), an
Austin-based public company that supplies measurement and automation products used by engineers
and scientists in a wide range of industries, between January 2017 and October 2023 and of
ESI-Group, a French Software simulation company listed on the Euronext Exchange, between 2021
and 2023. Mr. Davern worked at NI between February 1994 and May 2020, and during his career
there he served in numerous leadership positions, including as Chief Financial Officer, Chief Operating
Officer, and Chief Executive Officer. Prior to joining NI, Mr. Davern worked both in Europe and in the
United States for the international accounting firm of Price Waterhouse, LLP. Since 2020, he also has a
teaching position at the University of Texas McCombs School of Business. Mr. Davern received his
bachelor’s degree in Commerce and a diploma in professional accounting from University College in
Dublin, Ireland.
The Governance and Nominating Committee believes that Mr. Davern is well qualified to be on the
Board based on his extensive leadership experience in all aspects of managing a high technology
company in Austin, Texas. In addition, Mr. Davern has extensive international finance experience
within the technology industry. The Governance and Nominating Committee further believes that his
experiences, along with his financial expertise, his familiarity with acquisitions and integrations, and
his international tax experience make him well qualified to provide valuable insights to the Board and
to serve a role in the oversight of our financial reporting and accounting practices as Chair of the
Audit Committee.
24

JOHN M. FORSYTH
Director since 2021
Mr. Forsyth, age 50, became the Company’s President and Chief Executive Officer in January 2021.
Previously, from January 2020, he held the role of President, and prior to that position, from
June 2018, he was the Company’s Chief Strategy Officer. From August 2014, he served as Vice
President of Product Marketing. Mr. Forsyth joined the Company in 2014 through the acquisition of
Wolfson Microelectronics, where he served as Vice President of Audio Products. Mr. Forsyth currently
serves, since November 2023, as a member of the Board of Directors of Lattice Semiconductor
Corporation, where he is a member of the Nominating and Governance Committee. Lattice
Semiconductor is a low power programmable leader in the communications, computing, industrial,
automotive, and consumer markets. Mr. Forsyth earned a M.A. (Social Science) degree from the
University of Glasgow, Scotland, in 1995.
The Governance and Nominating Committee believes that Mr. Forsyth’s current role as President and
CEO of the Company makes him well qualified to be on the Board based on his detailed and unique
knowledge of the Company’s operations, opportunities, and challenges. In addition, the Governance
and Nominating Committee believes that having Mr. Forsyth serve on the Board helps to bridge the
gap between the Board and management, to facilitate the regular flow of information between
management and the Board, and to ensure that the Board and management act with a common purpose
to execute our strategic initiatives and business plans.
RAGHIB HUSSAIN
Director since 2021
Mr. Hussain, age 53, is currently President of Products and Technologies at Marvell Technology, Inc.,
a fabless semiconductor supplier. In this role, he oversees Marvell’s businesses and technologies by
defining overall strategy, aligning roadmaps, monitoring and prioritizing product development
investments, leading innovation, and driving growth through organic and inorganic planning.
Mr. Hussain also has oversight of the Office of the Chief Technology Officer, which drives Marvell’s
long-term technology vision and strategy transformation efforts. Previously, from July 2018 to June
2021, Mr. Hussain held the title of Chief Strategy Officer and Executive Vice President of Marvell’s
Networking and Processors Group. Prior to this role, from 2001–2018, he served as Co-Founder,
25

Chief Technology Officer, and Chief Operating Officer of Cavium, Inc., a semiconductor company
that offered a portfolio of infrastructure solutions for compute, security, storage, switching,
connectivity, and baseband processing, and which was acquired by Marvell in July 2018. Mr. Hussain
earned a B.S. degree in Computer Systems Engineering from NED University in Karachi, Pakistan and
an M.S. degree in Computer Engineering from San Jose State University. He holds more than 40
patents in the fields of networking and security. Additionally, since 2018, Mr. Hussain has served on
the Center for Asia Pacific Policy (CAPP) advisory board of the RAND Corporation, a nonprofit
research organization that develops solutions to public policy challenges.
The Governance and Nominating Committee believes that Mr. Hussain is well qualified to be on the
Board based on his extensive leadership skills, background in mergers and acquisitions, and
engineering and technology experience in the semiconductor field, including his business experience
with corporate culture, human capital management, and driving long-term technology and growth
strategies in the communications, security, networking, and computing markets.
DUY-LOAN LE
Director since 2023
Ms. Le, age 62, retired in July 2017 from Texas Instruments Inc. (“TI”) after 35 years. From 2002 until
2017, she held the role of Senior Fellow and previously she held various leadership positions including
Advanced Technology Ramp Manager for the Embedded Processing Division and worldwide project
manager for the Memory Division. While at TI, Ms. Le led all aspects of execution for advanced
technology nodes, design, assembly and test, productization, qualification, release to market, high
volume ramp, and quality and reliability assurance. While at TI, she also gained experience opening
international offices and developing engineering talent. Ms. Le is currently a member of the board of
directors of: (1) Wolfspeed, Inc., a supplier of Silicon Carbide and gallium nitride (GaN) technologies,
since 2018, where she serves as a member of its Compensation and Governance and Nominations
Committees; (2) Atomera, Inc., a semiconductor materials and technology licensing company, since
2019, where she serves as Chair of its Compensation Committee and as a member of its Nominating
and Corporate Governance Committee; and (3) BrainChip Holdings Ltd., a provider of edge AI
on-chip processing that is traded on the Australian Securities Exchange, since 2022, where she serves
as a member of its Audit & Risk and Remuneration & Nominations Committees. Ms. Le holds a
bachelor’s degree in Electrical Engineering from the University of Texas at Austin and a master’s
degree in Business Administration from the Bauer College of Business at the University of Houston.
She has been awarded 24 patents, has been inducted into the Women in Technology Hall of Fame, and
became the first engineer to be inducted into the Asian Hall of Fame. Ms. Le has also received
recognition as NACD Directorship 100 and Most Influential Corporate Board Directors.
In the past five years, Ms. Le also served on the board of (1) National Instruments Corporation, an
Austin-based company that supplies measurement and automation products, between 2002 and
October 2023, where she served as Chair of its Compensation Committee and as a member of its
26

Nomination & Governance Committee, and (2) Ballard Power Systems, a company that delivers fuel
cell power, between 2017 and February 2023, where she was a member of its People, Corporate
Governance & Compensation Committee.
The Governance and Nominating Committee believes that Ms. Le is well qualified to serve as a
director of the Company based on her extensive experience in semiconductors, specifically in chip
design, silicon manufacturing technology development, and advanced technology manufacturing; her
global business experience, including managing global R&D centers, joint ventures, foundries, and
OSAT (Outsourced Semiconductor Assembly and Test) partnerships; and her Board governance
experience and knowledge, including her service as a chair of compensation committees and as a
member of audit & risk and nomination & governance committees.
CATHERINE P. LEGO
Director since 2020
Ms. Lego, age 67, is the founder of Lego Ventures LLC, a consulting services firm and source of
start-up capital for early-stage technology companies, which she operated from 1992 until December
2018. She currently serves as a member of the Board of Directors of Guidewire Software, Inc., an
industry platform provider for property and casualty insurers, since September 2019, where she serves
as the Audit Committee Chair and is a member of the Nominating and Governance Committee.
In the past five years, Ms. Lego has served on the boards of (1) Lam Research Corporation, a wafer
fabrication equipment company, between 2006 and November 2022, where at various times she was
Chair of the Compensation Committee, Chair of the Audit Committee, and member of the Nominating
and Governance Committee, (2) Cypress Semiconductor Corp., a developer of advanced embedded
system solutions, between September 2017 and April 2020, where she served as Chair of the Audit
Committee and a member of the Nominating and Corporate Governance Committee, and (3) IPG
Photonics Corporation, a high-power fiber laser and amplifier company for diverse applications,
between July 2016 and May 2021, where she was a member of the Audit Committee and Chair of the
Compensation Committee. Previously, Ms. Lego served on several other public company boards, along
with other privately-held technology companies. Ms. Lego previously was a partner at two venture
capital funds and practiced as a certified public accountant with Coopers & Lybrand (now
PricewaterhouseCoopers). Ms. Lego received a B.A. degree in economics and biology from Williams
College and a M.S. degree in accounting from the New York University Stern School of Business.
The Governance and Nominating Committee believes that Ms. Lego is well qualified to serve as a
director of the Company based on her extensive board-level experience; her substantial risk
management, accounting, and finance expertise; her knowledge of the electronics and semiconductor
industries; her experience with mergers, acquisitions, and corporate financing; and her Board
governance experience and knowledge, including her service as a chair of an audit committee and
member of audit, compensation, and nominating and governance committees.
27

WILLIAM D. MOSLEY
Director Nominee
Dr. Mosley, age 57, has served as the CEO of Seagate Technology Holdings plc (“Seagate”) since
October 2017 and as a member of its Board since July 25, 2017. He was previously Seagate’s President
and COO from June 2016 to September 2017. He joined Seagate in 1996 as a Senior Engineer, and
during his tenure he has held a variety of posts of increasing responsibility including President
Operations and Technology, Executive Vice President Global Sales and Marketing, as well as many
R&D leadership roles. Dr. Mosley earned a Ph.D. in Physics from the University of California, Davis
focusing on solid state physics.
The Governance and Nominating Committee believes that Dr. Mosley is well qualified to be on the
Board based on his broad-based, executive-level experience in managing a high technology company.
In addition, Dr. Mosley’s extensive experience involving global operations, technology, research and
development, and sales and marketing make him well qualified to provide valuable insights to the
Board.
DAVID J. TUPMAN
Director since 2015
Dr. Tupman, age 61, is currently the owner of Details Lab Inc., an advisory firm focusing on scaling
organizations for high-growth, technology development and new product introduction. From 2001 to
2011, Dr. Tupman rose from manager to Vice President of hardware engineering at Apple Inc., where
he led the hardware engineering and technology teams for multiple mobile devices. Prior to Apple,
Dr. Tupman worked at Psion Computers in London, England, from 1995 to 2001 as a hardware-
engineering manager, developing a number of personal digital assistant products. From 1988 to 1995,
Dr. Tupman was a Principal Design Engineer at Schlumberger in Farnborough, England, where he
developed low power, high precision sensors for the gas, fuel and aerospace industries. Dr. Tupman
holds a Bachelor’s degree in Electronics Engineering and an honorary doctorate (D.Sc.) from the
University of Salford, England. Dr. Tupman is named as an inventor on more than 30 U.S. patents.
Dr. Tupman has also served as a director of Pixelworks, Inc., a company that develops video display
processing technology, since April 2014.
28

The Governance and Nominating Committee believes that Dr. Tupman is well qualified to be on the
Board based on his extensive engineering and technology background in the consumer electronics and
industrial markets as well as his public company board and corporate governance experience.
The Board recommends a vote “FOR” the election to the Board of each of the foregoing
nominees.
Proposal No. 2:
Ratification of Appointment of Independent Registered Public
Accounting Firm
The Audit Committee has appointed Ernst & Young LLP (“Ernst & Young”) as the Company’s
independent registered public accounting firm to audit the Company’s consolidated financial
statements for the fiscal year ending March 29, 2025. During the fiscal year that ended March 30,
2024, Ernst & Young served as the Company’s independent registered public accounting firm and also
provided certain tax services.
The Audit Committee pre-approves and reviews all audit and non-audit services provided by Ernst &
Young. In considering the services to be provided by Ernst & Young, the Audit Committee considers
whether the provision of non-audit services is compatible with maintaining the independence of
Ernst & Young.
For additional information relating to the Audit Committee, see the section of this proxy statement
entitled, “Report of the Audit Committee of the Board,” as well as the Audit Committee Charter, which
is available under the Corporate Governance section of our “Investors” page on our website at
investor.cirrus.com.
A representative of Ernst & Young is expected to attend the Annual Meeting and be available to
respond to questions and, if they desire, to make a statement.
The Board recommends a vote “FOR” Proposal No. 2.
If the appointment is not ratified, the Audit Committee retains the discretion to select other auditors for
the following fiscal year or to determine that Ernst & Young will continue to serve as the independent
auditor. Ratification of the appointment of Ernst & Young as the Company’s independent registered
public accounting firm for the fiscal year ending March 29, 2025, requires the affirmative vote of a
majority of the shares of common stock present or represented by proxy and entitled to vote at the
meeting.
Proposal No. 3:
Advisory Vote to Approve Named Executive Officer Compensation
Section 14A of the Securities Exchange Act of 1934 and related rules of the SEC enable our
stockholders to vote to approve, on an advisory, non-binding basis, the compensation of our CEO, our
Chief Financial Officer (“CFO”), and our three other most highly compensated executive officers
(collectively, our “Named Executive Officers” or “NEOs”) as disclosed in this proxy statement. This
vote is advisory and, therefore, not binding on the Company, the Compensation Committee, or the
Board. However, the Board and the Compensation Committee value the opinions of our stockholders
and to the extent there is a significant vote against the compensation of the NEOs, we will consider our
stockholders’ concerns, and the Compensation Committee will evaluate whether any actions are
necessary to address those concerns.
29

As described in detail in the section of this proxy statement entitled, “Compensation Discussion and
Analysis,” our executive compensation program is designed to attract, motivate, and retain executive
officers, while aligning their interests with those of our stockholders. Under this program, our
executive officers are rewarded for the achievement of strategic and operational objectives and the
realization of increased stockholder value. Please read the Compensation Discussion and Analysis and
the accompanying compensation tables of this proxy statement for additional information about our
executive compensation program, including information about the compensation of the NEOs for fiscal
year 2024.
By way of this proposal, commonly known as a “Say-on-Pay” proposal, we are asking our
stockholders to indicate their support for the compensation of the NEOs as described in this proxy
statement. Please note that this vote is not intended to address any specific item of compensation, but
rather the overall compensation of the NEOs and the philosophy, policies, and practices described in
this proxy statement.
The stockholders are being asked to approve the following resolution at the Annual Meeting:
“RESOLVED, that the compensation paid to the company’s Named Executive Officers, as
disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and
Analysis, compensation tables and narrative discussion, is hereby APPROVED.”
The Board recommends a vote “FOR” Proposal No. 3.
Proposal No. 4:
Approval of an Amendment and Restatement of the Company’s 2018 Long Term Incentive Plan
At the Annual Meeting, stockholders are being asked to approve an amendment and restatement of the
Cirrus Logic, Inc. 2018 Long Term Incentive Plan (the “LTIP”) to, among other things, increase the
number of shares of our common stock reserved for issuance under the LTIP by 2,670,000 shares and
extend the term of the LTIP, as described below. The Board has determined that it is in the best interest
of the Company and its stockholders to approve this proposal. Upon the recommendation of the
Compensation Committee, the Board unanimously approved the amendment and restatement of the
LTIP, subject to stockholder approval, and recommends that stockholders vote in favor of this proposal
at the Annual Meeting.
As of May 15, 2024, 963,323 shares were reserved for issuance and available for future awards under the
LTIP, which is the only plan pursuant to which the Company is authorized to grant equity awards. As a
result of the limited number of shares remaining available for issuance under the LTIP, and in order to
have an appropriate number of shares available for future equity awards to recruit, hire, motivate, and
retain talent, we are requesting an additional 2,670,000 shares for issuance under the LTIP.
In addition to increasing the number of shares available for issuance, the other amendments to the
LTIP recommended by the Board include: (i) extending the expiration date of the LTIP until July 26,
2034, which is the tenth anniversary of the date of the Annual Meeting, (ii) amending the delegation
language included in the LTIP and (iii) specifying that the total number of shares that may be issued
upon exercise of incentive stock options is the aggregate number of shares available under the LTIP
since adoption (including the proposed increase), or 14,085,205 shares.
If stockholders approve this proposal, the LTIP, as amended and restated, will become effective as of
the date of stockholder approval. If stockholders do not approve this proposal, the LTIP will continue
to be administered in its current form and the share reserve will not be increased. Our executive
officers and directors have an interest in this proposal by virtue of being eligible to receive equity
awards under the LTIP.
30

Background
After being adopted by the Board, the LTIP was initially approved by stockholders in August 2018.
The initial share reserve under the LTIP was 2,300,000 shares, plus an additional 3,825,205 shares that
were available for grant or that became available as a result of forfeitures or cancellation of awards
under our 2006 Long Term Incentive Plan as of the date stockholders approved the LTIP. At our 2020
annual meeting, our stockholders, upon the recommendation of our Board, approved an amendment to
increase the share reserve by an additional 3,200,000 shares, and at our 2022 annual meeting, our
stockholders, upon recommendation of the Board, approved an amendment to increase the share
reserve by 2,090,000 shares.
As of March 30, 2024, there were 3,200,674 shares underlying outstanding restricted stock units
(“RSUs”) and performance-based RSUs (“PBRSUs”, and together with RSUs, the “Full Value
Awards”), 785,933 shares underlying outstanding stock options (the “Appreciation Awards”), and
977,766 shares available for future issuance under the LTIP.
Reasons to Vote for the Proposal
The LTIP is a broad-based plan under which the Company grants awards to its current and prospective
employees, including officers, as well as directors and consultants. The Company continues to believe
that its long-term interests are best advanced by aligning the interests of its employees and directors
with the interests of its stockholders. Approval of the LTIP will permit the Company to continue to use
stock-based compensation to align their interests and to retain and motivate employees and others
providing services to the Company and its subsidiaries.
Competition for highly qualified personnel in our industry, particularly for employees with technical
backgrounds, is intense. We expect competition for qualified personnel to increase because there are
only a limited number of individuals in the job market with the skills that we require. One alternative
to using equity awards would be to significantly increase cash compensation. We do not believe this
would be practical or advisable. We believe that a combination of equity and cash compensation is
better for attracting, retaining, and motivating our employees. Any significant increase in cash
compensation in lieu of equity awards would reduce the cash otherwise available for operations and
investment in our business. Furthermore, we do not believe a more cash-oriented program would have
the same long-term retention value, or serve to align employees’ interests with those of our
stockholders, as well as a program that includes equity.
The LTIP’s design reflects our commitment to strong corporate governance and the desire to preserve
stockholder value as demonstrated by the following LTIP features:
Š
Independent Administrator. The LTIP is generally administered by the Compensation
Committee of the Board, comprised entirely of independent, non-employee directors.
Š
Stockholder Approval is Required for Additional Shares. There is no annual “evergreen”
provision. Instead, the LTIP reserves a fixed maximum number of shares of common stock,
and additional stockholder approval is required to increase that number.
Š
Stockholder Approval is Required for Any Repricings. The LTIP prohibits any repricing,
exchange, or buyout of underwater awards without stockholder approval.
Š
No Reloading: The Company does not grant stock options with replenishment features.
Š
No Discount Awards; Maximum Term Specified. Options and SARs must have an exercise or
grant price no less than the closing price of our common stock on the date the award is
granted and a maximum term of ten years.
Š
Minimum Vesting Requirements. 95% of the shares of common stock issued pursuant to
awards granted under the LTIP must be subject to a minimum one-year vesting requirement.
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Š
No Dividends on Unvested Awards. Unless and until an award has vested and the risk of
forfeiture has lapsed, the payment of dividends or dividend equivalents on those awards is
prohibited.
Š
No Liberal Share Recycling. Shares of common stock used to pay the exercise price or tax
withholding requirements related to any award may not be re-granted, issued, or transferred
under the LTIP.
Š
No Liberal Change in Control Provisions. The vesting or exercisability of outstanding
awards is not accelerated automatically upon a change in control unless otherwise provided
in the applicable award agreement or the Compensation Committee deems it appropriate.
Š
No Liberal Change in Control Definition. The LTIP defines a change in control, in part, as
the actual consummation of a transaction rather than the announcement or stockholder
approval of a transaction.
Š
Limit on Non-Employee Director Awards. The sum of any cash compensation and the grant
date fair value of awards granted under the LTIP to any non-employee director during any
calendar year may not exceed $750,000, subject to limited exceptions.
Š
Recoupment/Clawback. Awards granted to executive officers under the LTIP are subject to
recoupment in accordance with our clawback policy. See the section of this proxy statement
entitled “Clawback Policy.”
Additionally, as further described in this proxy statement, our executives and directors are required to
comply with robust stock ownership guidelines. See the section of this proxy statement entitled “Stock
Ownership Guidelines.”
Determination of Request for Shares
In determining the number of additional shares to request for authorization, the Board considered a
number of factors, including:
Historical Burn Rate. Burn rate provides a measure of the potential dilutive impact of our equity award
program, which we calculate by dividing the number of shares subject to equity awards granted during
the year by the basic weighted average number of shares outstanding. As of the end of fiscal 2024, our
three-year average burn rate was 4.83%, as shown in the table below:
2022
2023
2024
Appreciation Awards Granted . . . . . . . . . . . . . . . . . . . . .
88,220
143,196
131,505
Full Value Awards Granted . . . . . . . . . . . . . . . . . . . . . . .
1,106,569
1,609,883
1,134,834
Adjusted Full Value Awards(1) . . . . . . . . . . . . . . . . . . . . .
2,213,138
3,219,766
2,269,668
Adjusted Total Granted . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,301,358
3,362,962
2,401,173
Weighted-Average Total Shares Outstanding . . . . . . . . . .
57,278,161
55,614,319
54,290,175
Adjusted Burn Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.02%
6.05%
4.42%
Three-year Average Burn Rate of 4.83%
(1)
Adjusted Full Value is two times the Full Value.
We believe our historical burn rate is reasonable relative to similarly situated companies, especially
given our broad-based use of equity awards to compensate our employees. We will continue to monitor
our equity use in future years to ensure our burn rate is within competitive market norms. However,
our future burn rate will depend on a number of factors, including the number of participants in the
LTIP, the price of our common stock, changes to our compensation strategy, changes in business
practices or industry standards, changes in our capital structure, the compensation practices of our
competitors or changes in compensation practices in the market generally, and the mix of the type of
equity awards we grant.
32

Overhang Percentage. Overhang is a measure of potential dilution, which we calculate as (i) all shares
of common stock that are available for issuance or underlying currently outstanding equity awards
under the LTIP (the numerator) divided by (ii) the total number of shares of our common stock
outstanding, plus the numerator. As of May 15, 2024, our overhang was 8%, which we believe is
reasonable relative to similarly situated companies. If the 2,670,000 additional shares proposed to be
authorized for issuance are included in the calculation, our overhang would be 12%. The following
table details the number of shares outstanding used for the overhang calculation:
As of May 15, 2024
Appreciation Awards Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
662,796
Full Value Awards Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,181,716
Total Awards Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,844,512
Total shares remaining available for future issuance . . . . . . . . . . . . . . . . . . . . . . . .
963,323
Additional shares requested under the LTIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,670,000
Shares of common stock outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
53,614,928
Summary of the LTIP
The following is a summary of the most significant features of the LTIP, with notations concerning the
changes associated with the currently proposed amendment and restatement, and should be read in
conjunction with, and is qualified in its entirety by reference to, the complete text of the proposed
LTIP, as amended and restated, which is attached to this proxy statement as Exhibit 1. The description
set forth within this summary addresses terms and conditions of the LTIP, as amended and restated,
largely with respect to United States-based award recipients, and therefore an award granted to an
employee that is subject to foreign laws or regulations may differ from the descriptions set forth herein
or contained within the LTIP document, as amended and restated.
Administration. The LTIP is administered by a committee (the “Committee”) designated by the Board
except to the extent the Board elects to administer the LTIP (in which case references to the
“Committee” are references to the Board). The Committee has broad discretion to administer the LTIP,
including the power to determine the eligible individuals to whom awards will be granted, the number
and type of awards to be granted and establish the terms and conditions of awards. The Committee
may also accelerate the vesting or exercise of any award and make all other determinations and take all
other actions necessary or advisable for the administration of the LTIP. In addition, the Committee, in
its sole discretion, has the power and authority to determine who is eligible to participate in the LTIP
outside of the United States, modify the terms and conditions of awards, establish sub-plans with
applicable foreign jurisdiction provisions, or take other actions deemed advisable to comply with
foreign laws or securities exchange rules.
Unless otherwise determined by the Board, and to the extent awards are made by the Committee, the
Committee will consist of two or more members of the Board, each of whom is a non-employee
director under the Exchange Act, and an “independent director” under the rules of NASDAQ (or other
principal securities market on which shares of our common stock are traded).
The proposed amendment and restatement modifies the delegation of authority provisions of the LTIP
in view of changes to Delaware law that became effective in 2022. Namely, as amended and restated,
the LTIP provides that the Committee may delegate any or all of its powers and duties under the LTIP
to a person or body, including the power to perform administrative functions and to grant awards
within limits specifically prescribed by the Committee; provided, however, that such delegation does
not (i) violate state or corporate law, or (ii) result in the loss of an exemption under Rule 16b-3(d)(1)
for awards granted to participants subject to Section 16 of the Exchange Act in respect of the
33

Company. Upon any such delegation, all references in the LTIP to the “Committee” (other than in the
section involving subdivision or consolidation, recapitalization, change in control, or reorganization)
are deemed to include any such person or body to whom such powers have been delegated by the
Committee. Any such delegation does not limit the right of such person or body to receive awards;
provided, however, that such person or body may not grant awards to, or take any action with respect
to any awards previously granted to, himself or herself, a member of the Board, or any participant
subject to Section 16 of the Exchange Act.
Eligibility. Officers, employees, directors, and any other person who provides services to us or our
affiliates are eligible to receive awards under the LTIP. As of March 30, 2024, we have 1,625
employees and seven non-employee directors eligible to participate in the LTIP. Consultants are
eligible to receive awards, but the number of consultants that could receive LTIP awards is not
determinable at this time.
Shares Subject to the LTIP. Under the LTIP, 11,415,205 shares were authorized for issuance. Through
the amendment and restatement of the LTIP, we are asking stockholders to approve an additional
2,670,000 shares to be available for issuance, which would increase the aggregate number of shares
authorized under the LTIP to 14,085,205. As of May 15, 2024, there were approximately 963,323
shares remaining available for issuance under the LTIP. The closing price of the Company’s common
stock as reported on the NASDAQ on May 15, 2024 was $112.40 per share.
Share Counting. Awards are counted against the LTIP reserve on the date of grant, according to the
following:
Š
Full-Value Awards reduce the aggregate share limit by 1.5 shares of common stock for each
share of common stock underlying an award.
Š
Appreciation Awards reduce the aggregate share limit by one share of common stock for
each share of common stock underlying an award.
Š
Awards that may only be settled in cash do not reduce the aggregate share limit.
Shares of common stock subject to any award under the LTIP or the Company’s 2006 Stock Incentive
Plan that expires, is cancelled, exchanged, settled in cash, or otherwise terminated without actual
delivery of shares will again be available for awards pursuant to the LTIP. For the avoidance of doubt,
the following shares underlying awards do not become available again for issuance under the LTIP:
Š
Shares tendered or withheld in payment of any exercise or purchase price of an award or
taxes relating to an award,
Š
Shares that were subject to an option or a SAR but were not issued or delivered as a result of
the net settlement or net exercise of such stock option or SAR, and
Š
Shares repurchased on the open market with the proceeds of an option’s exercise price.
Director Limitations on Awards. In any one calendar year, the aggregate value of all compensation
paid to or granted to any non-employee director may not exceed $750,000. This limitation does not
apply to compensation for services to the Company in an employee or consultant capacity.
Awards under the LTIP. Options, SARs, restricted stock, restricted stock units, stock awards, other
stock-based awards, cash awards, substitute awards, and performance awards may be granted under the
LTIP. Awards are subject to a vesting schedule of at least one year following the date of grant,
provided that 5% of the aggregate number of shares of common stock reserved for issuance will not be
subject to this minimum vesting requirement.
34

Options. The Committee may grant incentive stock options and options that do not qualify as ISOs
(“nonqualified stock options”). The exercise price of any option cannot be less than 100% of the fair
market value of a share of our common stock on the date of grant and cannot be exercisable for longer
than ten years following the date of grant. Additional limitations apply in the case of an incentive stock
option granted to an individual who owns at least 10% of the total combined voting power of all
classes of our capital stock. If the proposed amendment and restatement of the LTIP is approved, the
maximum number of shares of common stock that can be issued upon the exercise of incentive stock
options granted under the LTIP will be 14,085,205 shares.
Stock Appreciation Rights. A SAR is the right to receive, on the date of exercise, an amount equal to
the excess of the fair market value of one share of our common stock on the date of exercise over the
grant price of the SAR. The grant price of a SAR cannot be less than 100% of the fair market value of
a share of our common stock on the date of grant and the term of a SAR may not exceed ten years.
SARs may be granted in connection with, or independent of, a stock option. SARs may be paid in cash,
common stock, or a combination of cash and common stock, as determined by the Committee.
Restricted Stock. Restricted stock is a grant of shares of common stock subject to the restrictions on
transferability and risk of forfeiture imposed by the Committee. The LTIP provides that any cash
dividends paid on a share of restricted stock will be automatically reinvested in additional shares of
restricted stock and subject to vesting and forfeiture restrictions at least as restrictive as those on the
original award. Any stock distributed will be subject to the same restrictions and risk of forfeiture as
the underlying restricted stock award.
Restricted Stock Units. A restricted stock unit is a right to receive cash, common stock, or a
combination of both at the end of a specified period, equal to the fair market value of one share of our
common stock on the date of vesting.
Stock Awards. A stock award is a transfer of unrestricted shares of our common stock on terms and
conditions determined by the Committee.
Other Stock-Based Awards. The Committee may grant other awards valued in whole or in part based
on our common stock. Such awards may include, without limitation, awards that are convertible or
exchangeable debt securities, other rights convertible or exchangeable into our common stock,
purchase rights for common stock, awards with value and payment contingent upon our performance
or any other factors designated by the Committee, and awards valued by reference to the book value of
our common stock or the value of securities of, or the performance of, our affiliates.
Cash Awards. The LTIP permits the grant of awards denominated in and settled in cash as an element
of or supplement to, or independent of, any award under the LTIP.
Performance Awards. A performance award is an award with respect to which a participant’s right to
receive cash, shares of common stock, or a combination of both, is contingent upon the attainment of
one or more specified performance measures during a specified period. The Committee determines the
applicable performance period, the performance goals, and such other conditions that may apply to
each performance award. The Committee may use any business criteria and other measures of
performance it deems appropriate in establishing the performance goals applicable to a performance
award.
Dividend or Dividend Equivalent Rights. In the event that a dividend or dividend equivalent right is
granted in connection with any award under the LTIP, (i) in no event shall the dividend or dividend
equivalent right be distributed to the participant before the underlying common stock covered by the
award to which the dividend or dividend equivalent right relates becomes vested or issued, (ii) any
such dividend or dividend equivalent right shall be subject to the same restrictions and risk of forfeiture
35

as the underlying common stock subject to the award, and (iii) the dividend or dividend equivalent
right will be paid, if at all, at the time such restrictions or risk of forfeiture lapse.
Recapitalization and Other Corporate Transactions. In the event of any change in our capital
structure or business or other corporate transaction or event that would be considered an “equity
restructuring” within the meaning of ASC Topic 718, which would result in additional compensation
expense to the Company under the provisions of ASC Topic 718, the Committee will (or to the extent
not required by applicable law, may) make such equitable and appropriate adjustments to equitably
reflect such event.
Change in Control. Except to the extent otherwise provided in any applicable award agreement, in the
event of a change in control or other changes in the Company or our common stock, the Committee
may, in its discretion, (i) accelerate the exercisability of an award, (ii) require awards to be surrendered
in exchange for a cash payment (including canceling stock options or SARs that have exercise or grant
prices of less than the price paid in the change in control transaction for no consideration ), (iii) cancel
awards that remain subject to a restricted period, or (iv) make any other adjustments to awards that the
Committee deems appropriate to reflect the applicable transaction or event.
No Repricing. Except in connection with the issuance of substitute awards under certain conditions or
in connection with adjustments to awards as a result of a corporate transaction involving us, without
the approval of stockholders, the terms of an outstanding option or SAR may not be amended to
(i) reduce the exercise price or grant price, (ii) grant a new option, SAR or other award in substitution
for, or upon the cancellation of, any previously granted option or SAR that has the effect of reducing
the exercise price thereof, (iii) exchange any option or SAR for stock, cash, or other consideration
when the exercise price per share of common stock under such option or SAR exceeds the fair market
value of a share of common stock or (iv) take any other action that would be considered a “repricing”
of an option or SAR under the Nasdaq listing standards.
Amendment and Termination. As amended and restated, the LTIP would automatically expire on the
tenth anniversary of the Annual Meeting. The Committee may amend or terminate the LTIP at any
time prior to its expiration, subject to stockholder approval if required by applicable law, rule, or
regulation, including Nasdaq rules. The Committee may amend the terms of any outstanding award
granted under the LTIP at any time so long as the amendment would not materially and adversely
affect the rights of a participant under a previously granted award without the participant’s consent.
Clawback. Awards granted under the LTIP will be subject to any applicable provisions of clawback or
recoupment policies adopted by the Company. See the section of this proxy statement entitled
“Clawback Policy.”
Certain U.S. Federal Income Tax Consequences
The following discussion is intended to be a general summary only of the United States federal income
tax consequences of awards issued under the LTIP. This description is based on the law as of the date
of this proxy statement, which is subject to change (possibly retroactively). The tax treatment of
awards under the LTIP may vary depending on a participant’s particular situation and may, therefore,
be subject to special rules not discussed below. Potential foreign, state, or local income tax
consequences to the Company or participants associated with the LTIP and awards granted thereunder,
are not addressed herein.
The Company’s ability to realize the benefit of any tax deduction described below depends on its
generation of taxable income as well as the requirement of reasonableness, the limitations of
Section 162(m) of the Code and the satisfaction of its tax reporting obligations. Section 162(m) may
36

limit the deductibility of compensation paid to our chief executive officer and to each of our other
“covered employees.” Under Section 162(m), the annual compensation paid to any of these specified
executives will be deductible by us only to the extent that it does not exceed $1,000,000. The
Committee reserves the right to grant awards under the LTIP that result in compensation to our covered
employees in excess of the $1,000,000 Section 162(m) deduction limitation.
Appreciation Awards: Options and SARs.
Incentive Stock Options. An optionee recognizes no taxable income for regular income tax purposes as
the result of the grant or exercise of an incentive stock option. Optionees who do not dispose of their
shares for at least two years following the date the incentive stock option was granted or within one
year following the exercise of the option normally will recognize a long-term capital gain or loss equal
to the difference, if any, between the sale price and the purchase price of the shares. If an optionee
satisfies both such holding periods upon a sale of the shares, the Company will not be entitled to any
deduction for federal income tax purposes. If an optionee disposes of shares either within two years
after the date of grant or within one year from the date of exercise (referred to as a “disqualifying
disposition”), the difference between the fair market value of the shares on the exercise date and the
option exercise price (not to exceed the gain realized on the sale if the disposition is a transaction with
respect to which a loss, if sustained, would be recognized) will be taxed as ordinary income at the time
of disposition. Any gain in excess of that amount will be treated as a capital gain. If a loss is
recognized, it will be a capital loss. A capital gain or loss will be long-term if the optionee’s holding
period is more than 12 months. Any ordinary income recognized by the optionee upon the
disqualifying disposition of the shares generally should be deductible by the Company for federal
income tax purposes, except to the extent such deduction is limited by applicable provisions of the
Code or the regulations thereunder. The difference between the option exercise price and the fair
market value of the shares on the exercise date of an incentive stock option is an adjustment in
computing the optionee’s alternative minimum taxable income and may be subject to an alternative
minimum tax, which is paid if such tax exceeds the regular tax for the year. Special rules may apply
with respect to certain subsequent sales of the shares in a disqualifying disposition, certain basis
adjustments for purposes of computing the alternative minimum taxable income on a subsequent sale
of the shares and certain tax credits which may arise with respect to optionees subject to the alternative
minimum tax.
Nonqualified Stock Options and SARs. Nonqualified stock options and stock appreciation rights have
no special tax status. A holder of these awards generally does not recognize taxable income as the
result of the grant of such award. Upon exercise of a nonqualified stock option or stock appreciation
right, the holder normally recognizes ordinary income in an amount equal to the difference between the
exercise price and the fair market value of the shares on the exercise date. If the holder is an employee,
such ordinary income generally is subject to withholding of income and employment taxes. Upon the
sale of stock acquired by the exercise of a nonqualified stock option or stock appreciation right, any
gain or loss, based on the difference between the sale price and the fair market value on the exercise
date, will be taxed as capital gain or loss. A capital gain or loss will be long-term if the holding period
of the shares is more than 12 months. The Company generally is entitled to a deduction equal to the
amount of ordinary income recognized by the optionee as a result of the exercise of a nonqualified
stock option or stock appreciation right, except to the extent such deduction is limited by applicable
provisions of the Code or the regulations thereunder. No tax deduction is available to the Company
with respect to the grant of a nonqualified stock option or stock appreciation right or the sale of the
stock acquired pursuant to such grant.
37

Full Value Awards: Restricted Stock, Stock Awards, Restricted Stock Units, Other Stock-Based
Awards, and Performance Awards.
Restricted Stock. A participant acquiring restricted stock generally will recognize ordinary income
equal to the fair market value of the shares on the “determination date.” The determination date is the
date on which the participant acquires the shares unless the shares are subject to a substantial risk of
forfeiture and are not transferable, in which case the determination date is the earlier of (i) the date on
which the shares become transferable or (ii) the date on which the shares are no longer subject to a
substantial risk of forfeiture. If the determination date is after the date on which the participant acquires
the shares, the participant may elect, pursuant to Section 83(b) of the Code, to have the date of
acquisition be the determination date by filing an election with the Internal Revenue Service, or IRS,
no later than 30 days after the date on which the shares are acquired. If the participant is an employee,
such ordinary income generally is subject to withholding of income and employment taxes. Upon the
sale of shares acquired pursuant to a restricted stock award, any gain or loss, based on the difference
between the sale price and the fair market value on the determination date, will be taxed as capital gain
or loss. The Company generally should be entitled to a deduction equal to the amount of ordinary
income recognized by the participant on the determination date, except to the extent such deduction is
limited by applicable provisions of the Code.
Restricted Stock Units, Other Stock-Based Awards, and Performance Awards. A participant generally
will recognize no income upon the receipt of a restricted stock unit, performance share or performance
unit award. Upon the settlement of such an award, participants normally will recognize ordinary
income in the year of receipt in an amount equal to the cash received and the fair market value of any
substantially vested shares received. If the participant is an employee, such ordinary income generally
is subject to withholding of income and employment taxes. If the participant receives shares of
restricted stock, the participant generally will be taxed in the same manner as described under
“Restricted Stock.” Upon the sale of any shares received, any gain or loss, based on the difference
between the sale price and the fair market value on the determination date (as defined under
“Restricted Stock”), will be taxed as capital gain or loss. The Company generally is entitled to a
deduction equal to the amount of ordinary income recognized by the participant on the determination
date, except to the extent such deduction is limited by applicable provisions of the Code.
New Plan Benefits
No awards made under the LTIP prior to the date of the Annual Meeting were granted subject to
stockholder approval of the amended and restated LTIP. Any future awards to be made under the
amended and restated LTIP are subject to the discretion of the Committee and therefore are not
determinable at this time. Additionally, the number of shares that would be earned with respect to any
grant may vary based on the achievement of any applicable performance goals, which is not
determinable at this time.
Awards Granted Under the LTIP
The Company made its annual equity awards under the LTIP for fiscal year 2024 to the NEOs,
non-employee directors, and to its other eligible employees in February 2024. The grants to the NEOs
are reflected in the “Fiscal Year 2024 Grants of Plan-Based Awards Table” that can be found in the
Executive Compensation Tables section of this proxy statement. The fiscal year 2024 grants to
non-employee directors are reflected in the “Director Compensation Table for Fiscal Year 2024” in
the Corporate Governance section of this proxy statement. The following table sets forth, for each of
38

the individuals and various groups indicated, the total number of shares of our common stock subject
to awards that have been granted under the LTIP since its inception (August 3, 2018) through
March 30, 2024:
Name and Position (or Group)
Number of Shares
All Named Executive Officers:
John M. Forsyth
President and Chief Executive Officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
359,991
Venk Nathamuni
Chief Financial Officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
68,705
Gregory S. Thomas
Senior Vice President, General Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
92,459
Jeffrey W. Baumgartner
Vice President, Research and Development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
95,836
Justin Dougherty
Senior Vice President, Global Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
90,761
All Current Executive Officers as a Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
974,161
All Current Directors who are not Executive Officers, as a Group . . . . . . . . . . . . . . .
120,857
Each Nominee for Election as Director who are not Executive Officers:
Alexander M. Davern . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18,132
Raghib Hussain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14,195
Duy-Loan Le . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,709
Catherine P. Lego . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15,743
William D. Mosley . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
David J. Tupman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18,132
All Employees as a Group, Excluding Current Executive Officers . . . . . . . . . . . . . .
6,883,404
Registration with the SEC
Subject to stockholder approval to amend and restate the LTIP, we intend to file with the U.S.
Securities and Exchange Commission a registration statement on Form S-8 covering the 2,670,000
additional shares reserved for issuance.
The Board recommends a vote “FOR” Proposal No. 4. This Proposal requires the affirmative vote
of the holders of a majority of the total number of shares of common stock present in person or by
proxy and entitled to vote on the matter. The Board believes that the approval of the amendment and
restatement of the LTIP is essential to the Company’s continued success and is in the best interests of
the Company and its stockholders.
All duly submitted proxies that are signed, but which do not provide instructions for how to vote, will
be voted FOR the approval of the amended and restated LTIP by the persons named as proxy holders.
Proposal No. 5:
Approval of an Amendment and Restatement of the Company’s Certificate of Incorporation To
Permit Officer Exculpation
The Board has unanimously approved, and recommends that stockholders approve, an amendment and
restatement of the Company’s Certificate of Incorporation (the “Charter”) to permit officer
exculpation. The proposed amendment and restatement of the Charter is attached to this Proxy
Statement as Exhibit 2.
39

Background
In 2022, the State of Delaware amended Section 102(b)(7) of the Delaware General Corporation Law
(the “DGCL”) to allow Delaware corporations to eliminate the monetary liability of certain officers for
breach of fiduciary duty in limited circumstances. In light of the amendments to the DGCL and for the
reasons set forth below, the Company is proposing to amend and restate the Charter to limit the
liability of certain officers in the specific circumstances permitted by the DGCL.
Section 102(b)(7) only allows, and the proposed amendment would only allow, exculpation for direct
claims brought by stockholders for breach of an officer’s fiduciary duty of care, including class
actions. The proposed amendment would not eliminate any officer’s monetary liability for:
Š
breach of the officer’s duty of loyalty to the Company or its stockholders;
Š
acts or omissions not in good faith or which involve intentional misconduct or a knowing
violation of law;
Š
any transaction from which the officer derived an improper personal benefit; or
Š
claims brought by the Company itself or for derivative claims brought by stockholders in the
name of the Company.
The officers covered by Section 102(b)(7) include a corporation’s president, chief executive officer,
chief operating officer, chief financial officer, chief legal officer, controller, treasurer, and chief
accounting officer, and any other officer identified as one of the corporation’s most highly
compensated executive officers in an SEC filing at any time during the course of conduct alleged in the
action or proceeding to be wrongful.
Reasons to Vote for the Proposal
The DGCL has long permitted Delaware corporations to exculpate directors from certain liabilities,
and the Company’s Charter has included such an exculpatory provision. Until changes to the DGCL
were enacted, Delaware corporations were not able to provide similar protection to officers. After
careful consideration, the Board believes that it is in the Company’s and its stockholders’ interest that
officers receive exculpatory protection from certain liabilities and expenses that is similar to what
directors receive for the reasons set forth below.
Adopting an officer exculpation provision that aligns with the protections afforded under the DGCL
could prevent protracted or otherwise meritless litigation that distracts from our objective of creating
stockholder value over the long term. The nature of the role of directors and officers often requires
them to make decisions on crucial matters. Frequently, directors and officers must make decisions in
response to time-sensitive opportunities and challenges, which can create substantial risk of
investigations, claims, actions, suits, or proceedings seeking to impose liability on the basis of
hindsight, especially in a litigious environment and regardless of merit. The Board believes that by
limiting concerns about personal liability, officers may better exercise their business judgment in
furtherance of stockholder interests.
In addition, the Board believes it is important to provide protection to officers to the extent permitted
by the DGCL to attract and retain executive talent. More than two hundred public companies,
including certain of our peers, have updated their governing documents to align with amended
Section 102(b)(7) of the DGCL, and we believe this practice will likely continue. The corporate law of
several other states already allow corporations to exculpate officers in a manner similar to
Section 102(b)(7). Therefore, our ability to attract and retain highly qualified executive talent may be
adversely impacted if we do not implement the expanded protections now offered under Delaware law.
40

Accordingly, the Board is asking stockholders to approve an amendment and restatement of the
Charter (as set forth in Exhibit 2), which, upon approval, would amend and restate, in its entirety,
Paragraph 1 of Article VII to read as follows:
“1. Limitation of Liability. To the fullest extent permitted by the General Corporation Law of the
State of Delaware as the same exists or as may hereafter be amended, no director or officer of the
Corporation shall be personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director or officer.”
If this Proposal is approved by stockholders, the Company intends to file the proposed Amended and
Restated Certificate of Incorporation as set forth in Exhibit 2 with the Delaware Secretary of State as
soon as reasonably practicable after the Annual Meeting, with such filing to be effective immediately.
If this Proposal is not approved by stockholders, the current Charter will remain in effect, and no
exculpation will be provided for our officers.
The Board recommends a vote “FOR” Proposal No. 5. This Proposal requires the affirmative vote
of the holders of a majority of the total number of shares of common stock outstanding and entitled to
vote on the matter. Abstentions and broker non-votes will have the same effect as a vote against this
Proposal. All duly submitted proxies that are signed, but which do not provide instructions for how to
vote, will be voted FOR Proposal No. 5 by the persons named as proxy holders.
OTHER MATTERS
The Company knows of no other matters that will be presented for consideration at the Annual
Meeting. If any other matters properly come before the Annual Meeting, it is the intention of the
persons named in the proxy to vote the shares they represent as the Board may recommend.
Discretionary authority with respect to such other matters is granted by the execution of the proxy.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table contains information regarding the beneficial ownership of common stock as of
May 14, 2024, by:
Š
The stockholders we know to beneficially own more than 5% of outstanding common stock;
Š
Each director and nominee named in this proxy statement;
Š
Each executive officer named in the Summary Compensation Table included in this proxy
statement; and
Š
All of our directors and executive officers as a group.
Common stock is the only class of voting securities issued by the Company. Unless otherwise
indicated in the footnotes, the beneficial owner has sole voting and investment power with respect to
the securities beneficially owned, subject only to community property laws, if applicable. In addition,
unless otherwise indicated in the footnotes, the beneficial owner’s address is 800 W. 6th Street,
Austin, Texas 78701.
41

Beneficial Owner
Shares
Beneficially Owned
Number
Percent (1)
5% or Greater Stockholders:
The Vanguard Group (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,234,795
11.57%
FMR LLC (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,610,083
10.41%
Blackrock, Inc. (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,563,554
10.30%
Directors and Named Executive Officers:
John M. Forsyth, President and Chief Executive Officer and Director (5) . . . . .
132,610
*
Gregory S. Thomas, Senior Vice President, General Counsel and Corporate
Secretary (6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
78,629
*
Jeffrey W. Baumgartner, Vice President, Research and Development (7) . . . . .
65,368
*
David J. Tupman, Director (8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
37,065
*
Deirdre R. Hanford, Director (9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25,239
*
Justin Dougherty, Senior Vice President, Global Operations (10) . . . . . . . . . . .
20,722
*
Alexander M. Davern, Director (11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20,332
*
Timothy R. Dehne, Director (12) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18,771
*
Venk Nathamuni, Chief Financial Officer (13) . . . . . . . . . . . . . . . . . . . . . . . . . .
16,856
*
Catherine P. Lego, Director (14) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16,168
Raghib Hussain, Director (15) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9,357
*
Duy-Loan Le, Director (16) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
*
William D. Mosley, Director Nominee (17) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
*
All current directors and executive officers as a group (15 persons) (18) . . . .
547,615
1.02%
*
Less than 1% of the outstanding common stock
(1)
Percentage ownership is based on 53,577,722 shares of common stock issued and outstanding on
May 14, 2024. Shares of common stock issuable under stock options that are currently exercisable
or will become exercisable within 60 days after May 14, 2024, and shares of common stock
subject to restricted stock units (“RSUs”) and performance-based RSUs (“PBRSUs”) that will
vest and be issued within 60 days after May 14, 2024, are deemed to be outstanding and
beneficially owned by the person holding such options or RSUs or PBRSUs for the purpose of
computing the number of shares beneficially owned and the percentage ownership of such
person, but are not deemed outstanding for the purpose of computing the percentage of any other
person. This table does not include options, PBRSUs, or RSUs that vest more than 60 days after
May 14, 2024.
(2)
Based on a Schedule 13G filed with the SEC on February 13, 2024, The Vanguard Group,
100 Vanguard Blvd.; Malvern, PA 19355, is the beneficial owner of 6,234,795 shares, with sole
voting power as to 0 shares, sole dispositive power as to 6,158,706 shares, shared dispositive
power as to 76,089 shares, and shared voting power as to 18,483 shares.
(3)
Based on a Schedule 13G filed with the SEC on February 9, 2024, FMR LLC, 245 Summer
Street; Boston, Massachusetts 02210, is the beneficial owner of 5,610,083 shares, with sole voting
power as to 5,601,887 shares, and sole dispositive power as to 5,610,083 shares.
(4)
Based on a Schedule 13G filed with the SEC on January 24, 2024, Blackrock, Inc., 50 Hudson
Yards; New York, NY 10001, is the beneficial owner of 5,563,554 shares, with sole voting power
as to 5,326,327 shares, and sole dispositive power as to 5,563,554 shares.
(5)
Includes 85,751 shares issuable upon exercise of options held by Mr. Forsyth and 46,859 shares
held directly.
(6)
Includes 54,654 shares issuable upon exercise of options held by Mr. Thomas and 23,975 shares
held directly.
42

(7)
Includes 54,987 shares issuable upon exercise of options held by Mr. Baumgartner and 10,381
shares held directly.
(8)
Includes 15,346 shares issuable upon exercise of options held by Mr. Tupman and 21,719 shares
held directly.
(9)
Includes 15,515 shares issuable upon exercise of options held by Ms. Hanford and 9,724 shares
held directly.
(10) Includes 14,884 shares issuable upon exercise of options held by Mr. Dougherty and 5,838 shares
held directly.
(11) Includes 0 shares issuable upon exercise of options held by Mr. Davern and 20,332 shares held
directly.
(12) Includes 0 shares issuable upon exercise of options held by Mr. Dehne and 18,771 shares held
directly.
(13) Includes 12,679 shares issuable upon exercise of options held by Mr. Nathamuni and 4,177 shares
held directly.
(14) Includes 7,657 shares issuable upon exercise of options held by Ms. Lego and 8,511 shares held
directly.
(15) Includes 4,975 shares issuable upon exercise of options held by Mr. Hussain and 4,382 shares
held directly.
(16) Includes 0 shares issuable upon exercise of options held by Ms. Le and 0 shares held directly.
(17) Includes 0 shares issuable upon exercise of options held by Dr. Mosley and 0 shares held directly.
(18) Includes options held by all executive officers and directors to purchase an aggregate of 227,940
shares of common stock that are exercisable within 60 days of May 14, 2024.
43

EXECUTIVE OFFICERS
Set forth below is information regarding the Company’s executive officers as of the Record Date3
(ages as of Annual Meeting date).
Carl J. Alberty – Vice President, Mixed-Signal Products
Mr. Alberty, age 47, was appointed Vice President of Mixed-Signal Products in March 2019. Prior to
this position, since March 2015, he was Vice President of Product Marketing. Mr. Alberty joined the
Company in 1999 in an engineering role supporting audio products and has worked in various audio
product marketing leadership roles, leading up to his most recent positions.
Jeffrey W. Baumgartner – Vice President, Research and Development
Mr. Baumgartner, age 50, was appointed Vice President of Research and Development in October
2018. Previously, since April 2018, he was Vice President of Silicon Development. Prior to that
position, since March 2015, he was Vice President of Engineering. Mr. Baumgartner joined the
Company in 1998 as a design engineer, and in 2006, he began his career in engineering management.
Andrew Brannan – Vice President, Worldwide Sales
Mr. Brannan, age 57, joined Cirrus Logic as part of the Wolfson Microelectronics plc (“Wolfson”)
acquisition in August 2014. Mr. Brannan had worked at Wolfson since 2009, where he was Chief
Commercial Officer. Immediately before joining Wolfson, Mr. Brannan served as a board member and
Executive Vice President of Sales and Customer Operations at Symbian Software Limited.
Justin Dougherty – Senior Vice President, Global Operations
Mr. Dougherty, age 48, was appointed Senior Vice President, Global Operations in November 2022.
Prior to this position, from June 2019, he was Vice President, Engineering Operations and, earlier,
Director of Engineering Operations. Mr. Dougherty joined the Company in 2013 as Senior Manager of
Product and Test Engineering.
John M. Forsyth – President and Chief Executive Officer, and Director Nominee
Mr. Forsyth, age 50, was appointed President and Chief Executive Officer in January 2021. Previously,
from January 2020, he held the role of President, and prior to that position, from June 2018, he was the
Company’s Chief Strategy Officer. Previously, from August 2014, he served as Vice President of
Product Marketing. Mr. Forsyth joined the Company in 2014 through the acquisition of Wolfson
Microelectronics, where he served as Vice President of Audio Products.
Denise Grodé – Chief Human Resources Officer
Ms. Grodé, age 50, was appointed Chief Human Resources Officer in March 2022. Prior to joining the
Company, from 2017, Ms. Grodé worked at Centene Corporation in roles including Regional Vice
President of Global Talent Management, Employee Experience, and Centene University. Previously,
she served as Vice President of Global Talent Management and Corporate Human Resources for
Lennox International.
3
Venkatesh Nathamuni, the Company’s Chief Financial Officer throughout fiscal year 2024, is not
listed among the executive officers because, effective May 24, 2024 (four days prior to the Record
Date), he resigned from the Company as reported in a Current Report on Form 8-K filed on
May 16, 2024. The Company’s Interim Chief Financial Officer, Ulf Habermann, who was
appointed effective as of Mr. Nathamuni’s departure, is listed.
44

Ulf Habermann – Interim Chief Financial Officer and Principal Accounting Officer
Mr. Habermann, age 48, was appointed Interim Chief Financial Officer in May 2024, effective upon
the May 24, 2024 departure date of the Company’s then-CFO, Venkatesh Nathamuni. Previously, in
December 2023, Mr. Habermann was appointed as the Company’s Principal Accounting Officer.
Previously, from September 2021, Mr. Habermann held the role of Controller, Treasurer and Vice
President of Finance, and prior to that role he served as Vice President FP&A, Corporate Procurement,
and Facilities. Mr. Habermann joined the Company in February 2002 as a Financial Analyst and has
worked in various other roles in the Company’s financial organization leading up to his most recent
positions.
Gregory Scott Thomas – Senior Vice President, General Counsel
Mr. Thomas, age 59, was appointed Senior Vice President, General Counsel in December 2023.
Previously, from November 2017, he held the role of Senior Vice President, General Counsel,
Corporate Secretary, and prior to that position, from December 2003, he held the role of Vice
President, General Counsel, Corporate Secretary. He joined the Company in December 2000 as Vice
President and Associate General Counsel, Intellectual Property.
COMPENSATION DISCUSSION AND ANALYSIS
Table of Contents
Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
46
Executive Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
46
Advisory Vote on Executive Compensation and Last Year’s Result . . . . . . . . . . . . . . . . . . . . . . . . .
47
Our General Philosophy and Overall Compensation Framework . . . . . . . . . . . . . . . . . . . . . . . . . . .
48
How We Set Target Total Direct Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
49
Our Use of a Compensation Consultant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50
The Information We Use for Comparisons . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50
The Role of Our Executive Officers in Establishing Compensation . . . . . . . . . . . . . . . . . . .
52
The Elements Making Up Compensation and Our Target Compensation Levels . . . . . . . . .
52
Executive Compensation Review for Fiscal Year 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
53
Base Salaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
53
Cash Bonuses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
54
Incentive Plan Pay-Out Percentage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
55
Semiannual Target Bonus Percentages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
57
Target Total Cash Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
57
Actual Cash Bonuses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
58
Equity Awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
59
Stock Options and RSUs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
59
Performance-Based Restricted Stock Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60
Equity Awards and Comparisons to Compensation Market Data . . . . . . . . . . . . . . .
62
Responsible Equity Grant Practices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
64
Stock Ownership Guidelines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
64
Health and Welfare Benefits and Perquisites . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
64
Post-Employment Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
65
Clawback Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
65
Prohibition Against Short Selling, Hedging, and Pledging . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
66
Tax Considerations Related to Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
66
Compensation Committee Interlocks and Insider Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
67
45

I.
Purpose
The purpose of this Compensation Discussion and Analysis is to explain the Compensation and Human
Resources Committee’s (the “Compensation Committee”) philosophy for determining the
compensation program for our Chief Executive Officer (“CEO”), our Chief Financial Officer (“CFO”),
and the three other most highly compensated executive officers (collectively, the “Named Executive
Officers” or “NEOs”) for fiscal year 2024 and to discuss why and how the fiscal year 2024
compensation decisions for these executive officers were reached. As used in this Compensation
Discussion and Analysis, all references to the 2024 fiscal year are applicable to the time period that
began on March 26, 2023 and ended on March 30, 2024. Following this discussion are tables that
include compensation information for the NEOs and a pay versus performance analysis. This
Compensation Discussion and Analysis contains descriptions of various employee compensation and
benefit plans. These descriptions are qualified in their entirety by reference to the full text of the plans
that are filed as exhibits to the Company’s Annual Report on Form 10-K for fiscal year 2024.
The NEOs for fiscal year 2024 were as follows:
Š
John M. Forsyth, President and Chief Executive Officer;
Š
Venk Nathamuni, Chief Financial Officer;
Š
Gregory S. Thomas, Senior Vice President, General Counsel;
Š
Jeffrey W. Baumgartner, Vice President, Research and Development; and
Š
Justin Dougherty, Senior Vice President, Global Operations.
The Compensation Committee reviews and approves base salaries and other matters relating to
executive compensation and administers the Company’s equity incentive plans, including reviewing
and granting equity incentive awards to our executive officers and other employees and reviewing and
approving policies and procedures for granting awards under these plans.
II.
Executive Summary
Listed below are select business highlights for, and significant actions taken by the Compensation
Committee in, fiscal year 2024. Additional details are described in the discussion and analysis that
follows.
Business Highlights
Š
Revenue. We reported full fiscal year revenue of $1.79 billion, a year-over-year decrease of
six percent.
Š
Net Income. For fiscal year 2024 we reported GAAP net income of $274.6 million, which
was up from our fiscal year 2023 reported amount of $176.7 million. This increase was driven
in part by the lack of fiscal year 2023 GAAP operating expenses of $85.8 million in
intangibles impairment charges related to our earlier acquisition of Lion Semiconductor and
$10.6 million in lease impairments and restructuring costs.
Š
Cash Generation. Our cash and investment balance at the end of fiscal year 2024 was
$699.9 million, up from $517.3 million the prior fiscal year, as we generated strong cash flow
from operations, while also returning $186.0 million of cash to stockholders in the form of
stock buybacks. In fiscal year 2024, we repurchased 2.3 million shares at an average price of
$80.68 per share.
Š
Company Strategy. In the past fiscal year, we remained committed to a three-pronged
strategy: first, maintaining our leadership position in smartphone audio; second, increasing
46

high-performance mixed-signal (“HPMS”) content in smartphones; and third, leveraging our
strength in audio and HPMS to expand into additional applications and markets with new and
existing components.
Executive Compensation Highlights
Š
Base Salaries. Fiscal year 2024 base salaries for our NEOs were set as part of the fiscal year
2023 review of executive compensation discussed in our proxy statement of last year.
Effective fiscal year 2025, as a result of a compensation analysis performed in the fourth
quarter of fiscal year 2024, the Compensation Committee raised annual base salaries of our
NEOs by 4%–7.5% based on factors discussed herein, including the Compensation
Committee’s intent to set compensation with reference to the 50th percentile level of our
peers. During fiscal year 2024, our CEO’s base salary was voluntarily reduced by 10% in
acknowledgement of an approximate 5% workforce reduction. This reduction, which became
effective July 11, 2023, was reported in a Current Report on Form 8-K filed on July 12, 2023.
Š
Equity Grants. Based on its fourth-quarter compensation analysis, the Compensation
Committee approved grants of restricted stock units (“RSUs”), Performance-Based Restricted
Stock Units (“PBRSUs”), and stock options to our NEOs, which maintained internal pay
equity while positioning our CEO’s target total direct compensation at about the 50th
percentile level compared to our peers and our other NEOs’ target total direct compensation
varying below or slightly above the 50th percentile mark.
Š
PBRSU Performance. Based on the Company’s three-year stock price performance for the
performance period ending in fiscal year 2024, PBRSUs granted in fiscal year 2021 had a
payout percentage of 39%.
Š
Cash Bonuses. In fiscal year 2024, our financial performance resulted in semiannual cash
bonus payout percentages of 83% and 112%.
We are committed to paying our NEOs based on Company and individual performance. A significant
portion of each NEO’s target total direct compensation is based on the achievement of short-term and
long-term corporate goals and objectives.
The Compensation Committee believes that the compensation paid to our NEOs as described in this
proxy statement reflects, and is fully supported by, the Company’s performance over the relevant time
periods. Our one-year revenue growth was around the 41st percentile of our compensation peer group
(whose constituents are identified below in the section of this Compensation Discussion and Analysis
entitled, “The Information We Use for Comparisons”), and our operating income and net income for
the four quarters preceding our compensation data-gathering efforts placed us at around the 75th and
64th percentiles, respectively, of our compensation peer group.
III. Advisory Vote on Named Executive Officer Compensation and Last Year’s Result
We conduct our stockholder advisory vote on named executive officer compensation on an annual
basis. While this vote is not binding on the Company, the Board, or the Compensation Committee, it
gives our stockholders an annual opportunity to vote on the compensation of our NEOs as a means to
express their views regarding our executive compensation philosophy, our compensation policies and
practices, and our decisions regarding executive compensation, all as disclosed in our proxy statement.
The Board and the Compensation Committee value the opinions of our stockholders and, to the extent
that there is any significant vote against the compensation of our NEOs as disclosed in this proxy
statement, we will consider our stockholders’ concerns, and the Compensation Committee will
evaluate whether any actions are necessary to address those concerns.
47

At our 2023 annual meeting of stockholders, 97% of the votes cast on our advisory proposal on named
executive officer compensation were in favor of our NEOs’ compensation as disclosed in our proxy
statement, and as a result, our NEOs’ compensation was approved. The Compensation Committee
reviewed the final vote results and determined that, given the significant level of support, no specific
changes to our executive compensation philosophy or general policies and practices were necessary.
For more information on our fiscal year 2024 stockholder advisory vote, see “Proposal No. 3 –
Advisory Vote to Approve Named Executive Officer Compensation” within this proxy statement.
IV. Our General Philosophy and Overall Compensation Framework
We provide our NEOs with compensation opportunities that are based on their individual performance,
the financial performance of the Company, their contribution to the financial performance of the
Company, and the Company’s total shareholder return relative to certain other semiconductor
companies through a mix of the following compensation elements:
Š
base salary;
Š
semiannual cash incentive awards; and
Š
equity compensation including RSUs, PBRSUs, and stock options.
These opportunities are designed to attract and retain highly skilled individuals and to align their
incentives with the long-term interests of our stockholders.
We are engaged in a very competitive industry, and the Company’s success depends on our ability to
attract and retain qualified executives through the competitive compensation packages we offer. We
believe that the amounts payable under the compensation program for our NEOs should reflect the
Company’s performance and the value created for our stockholders. In addition, we believe the
compensation program should balance the short-term and long-term strategic goals and objectives of
the Company, as informed by the Board’s involvement in the setting of business strategy, and reward
individual contributions to the Company’s success.
The following summarizes some key governance characteristics related to the executive compensation
program in which our NEOs participate:
What We Do / Have
What We Don’t Do / Don’t Have
Maintain an independent Compensation
Committee
No guaranteed bonuses
Utilize an independent compensation consultant
hired by and reporting to the Compensation
Committee to annually review compensation and
performance alignment
No significant perquisites to our executive
officers. Other than an annual physical
examination reimbursement, our executive
officers participate in broad-based company-
sponsored health and welfare benefits programs
on the same basis as our other full-time
employees
Substantial percentage of target annual total direct
compensation, including compensation associated
with stock options, is at risk and tied to financial
performance, performance of our stock price, or
total shareholder return
No hedging, pledging, short sales, or transactions
in derivatives of Company stock
Conduct an annual compensation risk assessment
No incentive compensation plans or arrangements
that encourage excessive risk taking
48

What We Do / Have
What We Don’t Do / Don’t Have
Review the risks associated with our executive
officer positions to ensure adequate succession
plans are in place
No granting of discounted stock options
Annual equity awards granted to our NEOs are
earned and/or vest over multi-year periods,
consistent with current market practice and our
retention objectives
No maintenance of individual employment
agreements with our executive officers
The mix of base salary, annual bonus opportunity
and annual equity awards appropriately balances
the shorter-term and longer-term aspects of each
NEO’s responsibilities and performance, without
undue emphasis on any single element of
compensation
No separate, executive retirement plans
Severance and change of control payments and
benefits provided under executive severance and
change of control plan, rather than through
individual agreements
No automatic acceleration of equity awards upon
retirement
Conduct an annual “say-on-pay” stockholder
advisory vote
No repricing or exchange of underwater stock
options without stockholder approval
Annually structure our compensation peer group
with Compensation Committee review and
approval
No excise tax reimbursements or “gross ups” in
connection with change in control payments
Maintain stock ownership guidelines for directors
and executive officers
No “single-trigger” equity award vesting upon a
change in control
Maintain a clawback policy to reclaim certain
awards and incentives compliant with Exchange
Act Rule 10D-1 and listing requirements
Require “double-trigger” equity award vesting
upon a change in control
A.
How We Set Target Total Direct Compensation
The Compensation Committee annually reviews and establishes each NEO’s target total direct
compensation package. The Compensation Committee considers a broad range of facts and
circumstances in setting executive compensation, including Company performance, individual
performance and responsibilities, relative stockholder return, external pay practices of peer companies,
the strategic importance of the NEO’s position, the history of pay adjustments, internal pay equity, and
the NEO’s time in the position. The weight given to each of these factors by the Compensation
Committee is not preestablished and may differ from year to year, and among the individual NEOs.
The Company’s executive compensation program is heavily weighted toward performance-based
compensation elements that are considered to be “variable” or “at risk,” because those elements are
subject to risk or achievement of short-term and long-term corporate goals and objectives. In setting
target total direct compensation for our NEOs, the Compensation Committee seeks to strike a balance
between providing compensation that is competitive with the compensation paid to executives of peer
companies, while ensuring that a significant percentage of compensation is dependent on the
49

Company’s performance, individual performance, and stock price appreciation. See the section of this
Compensation Discussion and Analysis entitled, “The Elements Making Up Compensation and Our
Target Compensation Levels” for additional information regarding the target total direct compensation
packages for our NEOs.
B.
Our Use of a Compensation Consultant
To support the Compensation Committee in fulfilling its duties and staying current with executive
compensation developments, the Compensation Committee retained an external compensation
consultant to assist with its design and evaluation of compensation for our CEO, other executive
officers, and non-employee directors for fiscal year 2024 pursuant to its charter. During fiscal year
2024, the Compensation Committee retained Compensia, Inc. (“Compensia”), a national compensation
consulting firm, to provide executive and director compensation consulting services. Compensia has
served as the Compensation Committee’s independent compensation consultant since fiscal year 2013.
At the direction of the Compensation Committee, in fiscal year 2024 Compensia performed a
comprehensive evaluation of the compensation of our NEOs and other executives. In preparation for
this evaluation, Compensia, in December 2023, reviewed and recommended changes to our
compensation peer group, which is used to analyze the competitive market for executive and director
compensation.
As required by the Nasdaq listing standards, the Compensation Committee performed an independence
assessment of Compensia for fiscal year 2024. The Compensation Committee determined that
Compensia should be considered independent based on the following factors:
Š
Compensia provided no services to the Company other than its work for the Compensation
Committee;
Š
The fees paid to Compensia by the Company for fiscal year 2024 were less than 1% of
Compensia’s revenues for that year;
Š
Compensia has developed and provided to the Company a Conflict of Interest Policy;
Š
The advisers from Compensia who provided services to the Company have no business or
personal relationship with any members of the Compensation Committee or the Company’s
executive officers; and
Š
Compensia has confirmed that none of the advisers from Compensia who provided services to
the Company own any shares of our common stock.
Accordingly, the Compensation Committee determined that the services provided by Compensia to the
Compensation Committee for fiscal year 2024 did not give rise to any conflicts of interest.
C.
The Information We Use for Comparisons
1.
Our Compensation Peer Group
The Compensation Committee develops an understanding of the competitive market with respect to
executive compensation levels and related policies and practices against those of a compensation peer
group. Our compensation peer group generally consists of public companies listed on U.S. stock
exchanges in the semiconductor industry that are comparable in size (approximately $600 million –
$5.5 billion in revenue and approximately $770 million – $15.4 billion in market capitalization) and
share common characteristics with the Company, including location and similarity of business model
and product lines. In determining the composition of our compensation peer group annually, the
Compensation Committee considers the ability to achieve year-over-year consistency and position-
50

specific executive-compensation comparisons. The Compensation Committee also considers whether a
proposed peer was historically in the Company’s compensation peer group to maintain additional
consistency. Another factor the Compensation Committee considers is the likelihood that the Company
might compete for executive talent with the companies selected for the compensation peer group. For
example, due in part to the Company’s specialized field, the targeted talent pool of skilled leadership is
narrow, and as such, the Compensation Committee expects to continue to revisit and revise the
compensation peer group on an annual basis to ensure the Company remains competitive in its
continuing recruitment and retention efforts.
In December 2023, based on these criteria and under the direction of the Compensation Committee,
Compensia reviewed the then-existing compensation peer group and made recommendations regarding
potential additions and removals. Specifically, Compensia recommended that Marvell Technology
Group Ltd. be removed in view of its revenue and market-capitalization relative to our other peers.
After review, the Compensation Committee approved that recommendation, and the following group of
19 companies was approved as the compensation peer group:
Compensation peer group
as of December 2023
Allegro Microsystems, Inc.
Power Integrations, Inc.
Diodes Incorporated
Qorvo, Inc.
Entegris, Inc.
Semtech Corp.
First Solar, Inc.
Silicon Laboratories, Inc.
FormFactor, Inc.
Skyworks Solutions, Inc.
Knowles Corporation
SMART Global Holdings, Inc.
Lattice Semiconductor Corporation
SunPower Corporation
MACOM Technology Solutions Holdings, Inc.
Synaptics Incorporated
MaxLinear, Inc.
Wolfspeed, Inc.
Monolithic Power Systems, Inc.
2.
Benchmark Data from Our Compensation Peer Group
Our Compensation Committee reviews executive compensation on an annual basis. To aid that review,
Compensia presents an analysis of the Company’s executive compensation program, which is based on
(a) publicly available proxy data gathered from our compensation peer group (the “Proxy
Compensation Data”), the selection of which is discussed above, and (b) market data obtained from the
Radford Global Technology Survey specific to the companies in our peer group who participated in
such survey (the “Survey Compensation Data”).
In January 2024, Compensia performed its annual executive compensation review and developed
comparison compensation data for our executives, including each NEO (“Compensation Market
Data”). For Mr. Forsyth and Mr. Nathamuni, the Compensation Market Data consisted solely of data
derived from the Proxy Compensation Data because data associated with the CEO and CFO positions
is publicly available from each compensation peer group company. For Mr. Baumgartner, the
Compensation Market Data consisted solely of Survey Compensation Data because data matching his
position was not available from the compensation peer group. For Mr. Thomas and Mr. Dougherty, a
blend of Survey Compensation Data and Proxy Compensation Data was used, reflecting that while
some matching data was available from the compensation peer group, the additional consideration of
Survey Compensation Data would result in a more reliable dataset. We note that the extent to which
51

Survey Compensation Data is used, and the degree of variability within such data, can correspondingly
impact the variability and reliability of comparison percentile ranges presented herein.
D.
The Role of Our Executive Officers in Establishing Compensation
Our Human Resources and Legal departments support the Compensation Committee’s work related to
our compensation program. This support consists of assistance with providing Survey Data, proposals
of potential ranges of various components of compensation for our NEOs, and information regarding
the Company’s 2018 Long Term Incentive Plan. Regular meetings of the Compensation Committee are
generally attended by our CEO, CFO, Chief Human Resources Officer, and our General Counsel.
Because the Company’s executive officers report to our CEO, the Compensation Committee requests
input and recommendations from him regarding executive compensation (other than his own
compensation). The Compensation Committee considers and sets the compensation of our CEO when
no members of management are present. In addition, members of management are not present while
their specific compensation is being discussed and determined.
E.
The Elements Making Up Compensation and Our Target Compensation Levels
Each NEO’s compensation package comprises the following elements: (i) base salary to attract and
retain executives by offering fixed compensation that reflects individual performance and is
competitive with market opportunities, (ii) variable semiannual cash incentive awards tied to the
Company’s achievement of specific performance objectives, (iii) variable long-term incentives in the
form of equity awards (RSUs and options) designed to strengthen the mutuality of interests between
the NEOs and our stockholders, (iv) additional variable long-term equity incentives explicitly tied to
certain Company performance-based criteria (PBRSUs), (v) fixed benefits that promote employee (and
potentially family) health and wellness and that are generally available to the Company’s employees,
including a 401(k) (or other retirement plan) and medical, vision, and dental plans, and (vi) post-
employment compensation (see the sections of this proxy statement entitled, “Employment
Arrangements and Post-Employment Compensation” and “Potential Payments upon Termination or
Change of Control”).
In general, the Compensation Committee has attempted to establish a strong relationship between total
cash compensation, the Company’s performance, and individual executive performance by typically
setting base salaries with reference to the 50th percentile level of the applicable Compensation Market
Data and by providing additional incentive opportunities that typically place the target total cash
compensation opportunity (base salary plus target annual cash incentive compensation) also within the
50th percentile range, with the potential for adjustment above or below such ranges depending on
levels of performance and the other factors described herein. We also aim to maintain internal pay
equity and set the semiannual target bonus percentage (discussed in more detail below) for each NEO
other than our CEO at the same level.
The Compensation Committee also provides equity awards so that an executive officer’s target total
direct compensation opportunity is set with reference to the 50th percentile level of the applicable
Compensation Market Data.
Market-related percentiles are intended only as guidelines for evaluating and establishing each executive
officer’s compensation and are not applied on a rigid or formulaic basis. Sometimes, depending on the
totality of the circumstances for particular executive officers, and as determined by the Compensation
Committee, compensation levels may fall above or below the referenced percentile ranges. Other factors
such as an executive officer’s additional responsibilities, prior work experience, and the number of years
of experience with the Company may lead to certain executive officers having target total direct
compensation above the 50th percentile of the applicable Compensation Market Data.
52

V.
Executive Compensation Review for Fiscal Year 2024
Our annual executive compensation review and associated equity award grants occur in the fourth
quarter of our fiscal year, which we believe allows the Compensation Committee to determine its
compensation decisions in view of our anticipated full fiscal year performance and to better align with
the market conditions underlying our peers’ disclosures. See the section of this proxy statement
entitled, “Responsible Equity Grant Practices.”
In January 2024, the Compensation Committee performed its annual review of our executive officers’
compensation at a regularly scheduled meeting. As part of its annual review, the Compensation
Committee reviewed the Company’s performance as compared to the compensation peer group and
considered any changes to an NEO’s base salary or target amounts for their semiannual cash incentive
awards. The Compensation Committee further considered any annual equity awards for our executive
officers, and in February 2024, the Compensation Committee approved equity awards for our NEOs,
which were granted that same month, after markets closed on the second business day following the
Company’s announcement of its third-quarter earnings. In March 2024, the Compensation Committee
approved cash-based compensation adjustments for our NEOs for fiscal year 2025.
Ultimately, any decision to adjust compensation was made in the discretion of the Compensation
Committee in view of the numerous factors and circumstances discussed in this proxy statement.
A.
Base Salaries
In setting base salaries, the Compensation Committee reviews the Compensation Market Data, the
recommendations of our CEO for base salaries other than his own, and each NEO’s individual
performance for the year, as well as the other factors discussed above in the section entitled,
“How We Set Target Total Direct Compensation.”
Our NEOs’ base salaries for fiscal year 2024 are set forth in the table below. These base salaries were
set as part of the fiscal year 2023 review of executive compensation discussed in our proxy statement
of last year, except that Mr. Forsyth’s base salary listed below, and elsewhere within this
Compensation Discussion and Analysis, reflects a voluntary 10% reduction from its original level of
$728,000. Specifically, as reported in a Current Report on Form 8-K filed by the Company on
July 12, 2023, the Compensation Committee approved the request of Mr. Forsyth to reduce his base
salary, effective July 11, 2023, which fell within the second quarter of fiscal year 2024, by 10% from
$728,000 to $655,200. This voluntary request by Mr. Forsyth was in acknowledgement of an
approximate 5% workforce reduction that was reported in the same Form 8-K.
The percentile ranges shown in the table below are relative to the applicable Compensation Market
Data developed by Compensia for its fiscal year 2023 review (its January 2023 analysis).
Named Executive Officer
FY24 Base Salary
Percentile Range
John M. Forsyth, President and Chief Executive
Officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$655,200
below the 25th percentile
Venk Nathamuni, Chief Financial Officer . . . . . . . . . . . .
$470,250
between the 50th and
75th percentiles
Gregory S. Thomas, Senior Vice President, General
Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$453,000
about the 75th percentile
Jeffrey W. Baumgartner, Vice President, Research and
Development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$430,000
above the 75th percentile
Justin Dougherty, Senior Vice President, Global
Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$425,000
about the 75th percentile
53

In March 2024, the Compensation Committee took the following actions with respect to the base
salaries noted above, effective as of fiscal year 2025. The percentile ranges are relative to the
applicable Compensation Market Data developed by Compensia for its fiscal year 2024 review (its
January 2024 analysis).
Named Executive Officer
Action Taken
FY25 Base Salary
Percentile Range
John M. Forsyth, President and Chief
Executive Officer . . . . . . . . . . . . . . . . . .
6.1% increase
$695,000
below the 25th percentile
Venk Nathamuni, Chief Financial
Officer . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.0% increase
$489,000
between the 50th and
75th percentiles
Gregory S. Thomas, Senior Vice President,
General Counsel . . . . . . . . . . . . . . . . . . .
4.0% increase
$471,000
above the 75th percentile
Jeffrey W. Baumgartner, Vice President,
Research and Development . . . . . . . . . .
6.3% increase
$457,000
above the 75th percentile
Justin Dougherty, Senior Vice President,
Global Operations . . . . . . . . . . . . . . . . . .
7.5% increase
$457,000
above the 75th percentile
These actions were taken in view of the Company’s performance over the prior 12 months, each
individual executive officer’s performance, past salary adjustments, typical annual market adjustments,
and the objective of setting target total cash compensation (including base salary and target annual
incentive plan payments discussed below) with reference to the 50th percentile of the applicable
Compensation Market Data. Additionally, our CEO’s fiscal year 2025 base salary adjustment takes
into account Mr. Forsyth’s earlier, voluntary 10% base-salary reduction noted above. While his 6.1%
base-salary increase this year was at the higher end relative to our other NEOs, his fiscal year 2025
base salary is lower than his initial fiscal year 2024 base salary.
B.
Cash Bonuses
In fiscal year 2024, our NEOs participated in our 2007 Management and Key Individual Contributor
Incentive Plan (the “Incentive Plan”), which bases payments on our fiscal year financial performance
and provides for semiannual cash bonuses.
The Incentive Plan is designed to provide employees who are in management or leadership positions in
the Company, or who are key individual contributors whose efforts potentially have a material impact
on the Company’s performance, with incentives to enhance the Company’s performance through the
achievement of pre-established financial goals.
Each semiannual cash bonus is calculated as the product of three components: (1) an individual’s
annual base salary (as measured at the end of the applicable semiannual performance period), (2) an
individual’s semiannual target bonus percentage, and (3) an “Incentive Plan Pay-Out Percentage,”
which is a multiplier reflecting whether, and the extent to which, the Company has met or exceeded
performance levels concerning Operating Profit Margin (as defined below) and revenue growth for the
applicable semiannual performance period:
Semiannual Cash Bonus = Annual Base Salary × Semiannual Target Bonus Percentage × Incentive
Plan Pay-Out Percentage
Prior to the commencement of each semiannual performance period of fiscal year 2024, the
Compensation Committee selected the formula and performance levels under which the Incentive Plan
Pay-Out Percentage was determined.
54

1.
Incentive Plan Pay-Out Percentage
The “Operating Profit Margin” used in the Incentive Plan Pay-Out Percentage for fiscal year 2024 is
defined in the Incentive Plan as the Company’s consolidated GAAP operating income excluding
(a) stock compensation expense and (b) any non-recurring items such as gains on sales of assets not
otherwise included in revenue, losses on sales of assets, restructuring charges, merger-related costs
including amortization or impairments of acquisition-related intangible assets, asset write-offs, write-
downs, and impairment charges, and such other items as the Compensation Committee may determine
in its sole discretion.
Operating Profit Margin is intended to be equivalent to the Company’s non-GAAP operating profit,
and the Company believes that basing profit-related bonus calculations on the Company’s publicly
reported non-GAAP operating profit simplifies internal and external messaging and allows our
executive officers to more easily gauge progress against Incentive Plan thresholds and targets
throughout the year.
For a given semiannual performance period, the Incentive Plan Pay-Out Percentage may range
anywhere between 0–250% depending on the Company’s specific Operating Profit Margin and
revenue growth.
The Incentive Plan Pay-Out Percentage for each semiannual performance period is calculated as the
product of an operating profit payout and a revenue growth multiplier.
Incentive Plan Pay-Out Percentage = Operating Profit Payout × Revenue Growth Multiplier
For both semiannual periods of fiscal year 2024, the Compensation Committee determined that the
operating profit payout would be determined according to the same methodology as the prior fiscal
year:
300%
250%
200%
150%
100%
50%
0%
0%
5%
10%
15%
20%
25%
30%
35%
40%
Company Operating Profit Margin
Operating Profit Payout
Operating Profit Payout 
55

As shown, the operating profit payout is 0% if the Operating Profit Margin is less than 10%. The
operating profit payout is 25% when the Operating Profit Margin is 10%. The operating profit payout
increases linearly from 25–100% as the Operating Profit Margin increases from 10–26%. Finally, the
operating profit payout increases linearly from 100–200% as the Operating Profit Margin increases
from 26–35% and follows the same slope for Operating Profit Margin values greater than 35%.
For both semiannual periods of fiscal year 2024, the Compensation Committee determined that the
revenue growth multiplier would be determined according to the same methodology as the prior fiscal
year:
25%
50%
75%
100%
125%
150%
175%
200%
225%
250%
275%
0%
5%
10%
15%
20%
25%
Revenue Growth Multiplier
Revenue Growth
Revenue Growth Multiplier
As shown, the revenue growth multiplier is 100% for revenue growth of 10% or lower. The revenue
growth multiplier then increases linearly from 100–200% as revenue growth increases from 10–20%
and follows the same slope for revenue growth values greater than 20%.
With reference to the two curves above, the Compensation Committee set a threshold level
corresponding to an Operating Profit Margin of 10%. If that performance level was not met the
operating profit payout would be 0% and hence, regardless of the revenue growth multiplier, the
corresponding Incentive Plan Pay-Out Percentage would also be 0%, and no semiannual cash bonuses
would be paid. The Compensation Committee set a target level corresponding to an Operating Profit
Margin of 26%. At that level, if revenue growth was 10% or less, the operating profit payout and
revenue growth multipliers would each be 100%, and the corresponding Incentive Plan Pay-Out
Percentage would also be 100%.
Some combinations of Operating Profit Margin and revenue growth would result in Incentive Plan
Pay-Out Percentages higher than 100%, which would yield cash bonus payments above target levels.
The Incentive Plan, however, provides that semiannual cash bonuses may not exceed 250% of a
participant’s target bonus for any applicable semiannual performance period (i.e., the Incentive Plan
56

Pay-Out Percentage cannot exceed 250%). Further, the semiannual cash bonuses were subject to a cap
of 12% of the Company’s non-GAAP operating profit on total payments under the Company’s variable
compensation plans. The Compensation Committee instituted a payment cap because it determined that
the proposed targets and thresholds under the Incentive Plan created a risk that a large percentage of
the Company’s operating profit for a semiannual performance period could be paid out as bonuses. The
Compensation Committee set the cap at 12% based on its desire to provide a reasonable payout for
achieving the Company’s performance target levels while maintaining a reasonable cap on payments
under all of the Company’s variable compensation plans.
The performance measures reflected in the Incentive Plan are designed to balance short-term and long-
term financial and strategic objectives for building stockholder value and are further based on a review
of the operating results of peer companies and competitors, including the performance of the
compensation peer group. As designed, the Operating Profit Margin and revenue growth target levels
were intended by the Compensation Committee to be based on the Company’s long-term strategic
plan, not the Company’s annual operating plan. The Compensation Committee periodically sets and
reviews these target levels with the belief that achieving both would correspond to performance levels
necessary to outperform the majority of peer companies and competitors. Additionally, as designed,
achieving both target levels during a measurement period leads to participants earning their target
bonuses. In contrast to how it has set the target levels for the Incentive Plan, the Compensation
Committee typically has set the threshold levels for payments based in part on a review of the
Company’s annual operating plan along with current economic and market conditions.
2.
Semiannual Target Bonus Percentages
For fiscal year 2024, the Compensation Committee maintained the semiannual target bonus
percentages for our CEO at 62.5% of his annual base salary and for our other NEOs at 37.5% of their
annual base salary, the same semiannual target bonus percentages as for fiscal year 2023, because it
determined that such levels continued to be appropriate for fiscal year 2024.
3.
Target Total Cash Compensation
Target cash bonuses for each semiannual performance period were calculated using the formula
discussed above and by assuming an Incentive Plan Pay-Out Percentage of 100%:
Target Semiannual Cash Bonus = Annual Base Salary (as of the end of the semiannual period) ×
Semiannual Target Bonus Percentage × 100%
Target total cash compensation is annual base salary plus both target semiannual cash bonuses:
Target Total Cash Compensation = Annual Base Salary (as of the end of the fiscal year) + Target
First Half Cash Bonus + Target Second Half Cash Bonus
57

For fiscal year 2024, the target total cash compensation for our NEOs was as follows, where the noted
percentile ranges are relative to the applicable Compensation Market Data developed by Compensia
for its fiscal year 2023 review (its January 2023 analysis).
Named Executive Officer
Base Salary
(FY24)
Target First
Half FY24
Cash Bonus
Target Second
Half FY24
Cash Bonus
FY24 Target
Total Cash
Compensation
Percentile Range
John M. Forsyth, President and
Chief Executive Officer . . . . .
$655,200
$409,500
$409,500
$1,474,200
below the 25th percentile
Venk Nathamuni, Chief
Financial Officer . . . . . . . . . . .
$470,250
$176,344
$176,344
$ 822,938
between the 25th and
50th percentiles
Gregory S. Thomas, Senior Vice
President, General Counsel . .
$453,000
$169,875
$169,875
$ 792,750
between the 50th and
75th percentiles
Jeffrey W. Baumgartner,
Vice President, Research
and Development . . . . . . . . . .
$430,000
$161,250
$161,250
$ 752,500
between the 50th and
75th percentiles
Justin Dougherty, Senior
Vice President, Global
Operations . . . . . . . . . . . . . . .
$425,000
$159,375
$159,375
$ 743,750
between the 25th and
50th percentiles
Following the Compensation Committee’s fiscal year 2024 annual review of executive compensation,
target total cash compensation for our NEOs is as follows, effective fiscal year 2025. The percentile
ranges shown in the table below are relative to the applicable Compensation Market Data developed by
Compensia for its fiscal year 2024 review (its January 2024 analysis)
Named Executive Officer
Base Salary
(FY25)
Target First
Half FY25
Cash Bonus
Target Second
Half FY25
Cash Bonus
FY25 Target
Total Cash
Compensation
Percentile Range
John M. Forsyth, President and
Chief Executive Officer . . . . . . .
$695,000
$434,375
$434,375
$1,563,750
between the 25th
and 50th percentiles
Venk Nathamuni, Chief Financial
Officer . . . . . . . . . . . . . . . . . . . . .
$489,000
$183,375
$183,375
$ 855,750
between the 25th
and 50th percentiles
Gregory S. Thomas, Senior Vice
President, General Counsel . . . . .
$471,000
$176,625
$176,625
$ 824,250
above the 75th
percentile
Jeffrey W. Baumgartner, Vice
President, Research and
Development . . . . . . . . . . . . . . . .
$457,000
$171,375
$171,375
$ 799,750
above the 75th
percentile
Justin Dougherty, Senior Vice
President, Global Operations . . .
$457,000
$171,375
$171,375
$ 799,750
between the 50th
and 75th percentiles
4.
Actual Cash Bonuses
The actual cash bonuses paid for each semiannual performance period for fiscal year 2024 were based
on the Incentive Plan Pay-Out Percentages for each semiannual performance period:
Actual Semiannual Cash Bonus = Annual Base Salary (as of the end of the semiannual period) ×
Semiannual Target Bonus Percentage × Incentive Plan Pay-Out Percentage
As a result of the Company’s performance in the first half of fiscal year 2024, the Incentive Plan
Pay-Out Percentage was 83%. For that semiannual performance period, our Operating Profit Margin
was 22% (which corresponded to a GAAP operating profit margin of 15%), and revenue growth was
negative 15%.
58

As a result of the Company’s performance in the second half of fiscal year 2024, the Incentive Plan
Pay-Out Percentage was 112%. For that semiannual performance period, our Operating Profit Margin
was 27% (which corresponded to a GAAP operating profit margin of 22%), and revenue growth
was 3%.
For more details concerning each of these semiannual performance periods, see the section of this
proxy statement entitled, “Annex,” which includes a reconciliation of the Company’s GAAP operating
profit margin to the Operating Profit Margin used in the Incentive Plan calculations.
For fiscal year 2024, the total cash compensation for our NEOs, reflecting base salary at the end of the
fiscal year and actual cash bonus amounts, was therefore as follows, with our CEO’s base salary
reflecting the voluntary 10% reduction noted earlier:
Named Executive Officer
Base Salary
(FY24)
Actual First
Half FY24
Cash Bonus
Actual Second
Half FY24
Cash Bonus
FY24
Total Cash
Compensation
John M. Forsyth, President and Chief Executive
Officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$655,200
$339,396
$460,573
$1,455,169
Venk Nathamuni, Chief Financial Officer . . . . . . . . . . . . .
$470,250
$146,155
$198,337
$ 814,742
Gregory S. Thomas, Senior Vice President, General
Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$453,000
$140,793
$191,062
$ 784,855
Jeffrey W. Baumgartner, Vice President, Research and
Development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$430,000
$133,645
$181,361
$ 745,006
Justin Dougherty, Senior Vice President, Global
Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$425,000
$132,091
$179,252
$ 736,343
C.
Equity Awards
We provide long-term incentive compensation opportunities in the form of equity awards to motivate
and reward our executive officers for their contributions to achieving our business objectives by tying
incentives to the performance of our common stock over the long term. Our equity awards include
RSUs, PBRSUs, and stock options, and the Compensation Committee reviews and determines relative
value weights that can be assigned to each component to achieve a suitable, overall compensation
package for our NEOs.
The use of equity awards further reinforces the link between the interests of our NEOs and our
stockholders. Generally, equity awards are granted annually by the Compensation Committee to each
of our executive officers under our 2018 Long Term Incentive Plan.
1.
Stock Options and RSUs
Stock options are designed to align the interests of our executive officers and employees with those of
our stockholders and provide each individual with a significant incentive to manage the Company from
the perspective of an owner with an equity stake in the business. Each option award enables the
recipient to purchase a specified number of shares of our common stock at a specified price per share
(the market price of our common stock on the grant date) over a specified period of time (up to
10 years). Accordingly, the options provide a potential return only if the executive officer remains
employed by the Company during the vesting period, and only if the market price of our common
stock appreciates over the option term.
Each option typically becomes exercisable in a series of installments over a specified period—over
four years, with one-year “cliff” vesting for 25% of the options on each of the following four
anniversaries of the grant date—contingent upon the recipient’s continued employment with the
59

Company on each vesting date. Prior to February 2023, each option would typically become
exercisable over four years, with one-year cliff vesting for 25% of the options on the first anniversary
of the grant date and 1/36 of the remaining option vesting on a monthly basis over the following
three years—also contingent upon the recipient’s continued employment with the Company on each
vesting date.
The use of time-vested RSUs balances the benefits of stock options with the executive retention and
stockholder dilution benefits that RSUs provide. In particular, the Compensation Committee believes
that the use of time-vested RSUs with a three-year “cliff” vesting requirement helps further our
retention objectives by encouraging our executive officers to remain with the Company and fully
execute our long-term strategies, which generally take a number of years to be fully implemented and
reflected in our financial performance. Because RSUs are typically granted for a lower number of
underlying shares than an equivalent stock option grant, the dilutive impact of our long-term incentive
awards as a whole is reduced by using RSUs.
2.
Performance-Based Restricted Stock Units
The Compensation Committee believes that the use of PBRSUs further promotes the achievement of
our long-term strategic and operational objectives by strengthening the link of our NEOs’
compensation to stockholder value creation. The Compensation Committee regularly reviews its
PBRSU program to ensure its continued effectiveness in driving performance that supports such
objectives.
PBRSU awards granted to our NEOs for fiscal year 2024 consisted of RSUs subject to a three-year
performance period. The number of shares earned, relative to a target number of shares, is based on the
Company’s total shareholder return (“TSR”) measured relative to the TSR of the component
companies of the Russell 3000 Index (the “Index”). Thus, the measurement entails determining our
ranking among the companies that make up the components of the Index. The TSR determines a
payout percentage ranging between 0–200%, which is then multiplied by the target number of
PBRSUs.
To determine the payout percentage, the Company’s TSR for the performance period is compared
against that of the companies in the Index to yield a Percentile Measurement (for example, if the
Company would rank in the 75th percentile of the performance of companies in the Index during the
performance period, our Percentile Measurement would be 75%). The payout percentage is a function
of the Percentile Measurement as follows:
Š
If our Percentile Measurement is less than 25%, the payout percentage is zero;
Š
Threshold performance: if our Percentile Measurement is 25%, the payout percentage is
25%;
Š
Target performance: if our Percentile Measurement is 50%, the payout percentage is 100%;
Š
Maximum performance: if our Percentile Measurement is 75% or higher, the payout
percentage is 200%;
Š
A straight line connects the threshold, target, and maximum performance points; and
Š
If the Company’s TSR is negative during the performance period, the maximum payout
percentage is 100%.
60

The PBRSU payout percentage is therefore determined according to the following curve:
0%
50%
100%
150%
200%
250%
0.0%
25.0%
50.0%
75.0%
100.0%
PBRSU Payout Percentage
TSR Percentile Measurement
PBRSU Payout Percentage
PBRSU awards granted prior to February 2024 were governed by the same methodology noted above,
except the number of shares earned, relative to the target number of shares, was based on the
Company’s TSR measured relative to the TSR of the component companies of the Philadelphia
Semiconductor Index, rather than the Russell 3000 Index. The Compensation Committee approved this
change in comparison indices in February 2024, having considered, among other things, that (a) the
Russell 3000 Index is not limited to small- or large- capitalization companies, whereas the Philadelphia
Semiconductor Index is composed of the 30 largest semiconductor companies, (b) the Company is a
member of the Russell 3000 Index and was not, at the time, a member of the Philadelphia
Semiconductor Index, and (c) use of the Russell 3000 Index would reflect and reward performance in
line with stockholder interests while allowing the Company to maintain a competitive position relative
to its peers with respect to the attraction, retention, and motivation of executives.
During fiscal year 2021, on March 3, 2021, PBRSUs were granted to NEOs Mr. Forsyth, Mr. Thomas,
Mr. Baumgartner, and Mr. Dougherty, among other executives, in connection with the Compensation
Committee’s annual review of their compensation. Over the following three-year performance period,
the Percentile Measurement for these awards was 30%, which resulted in a payout percentage of 39%.
Vesting amounts for PBRSUs granted in conjunction with annual executive equity awards granted in
fiscal years 2022, 2023, and 2024 have yet to be determined.
We believe these results comport with the Compensation Committee’s intention of linking PBRSU
payout with a relative level of achievement, based on shareholder return. For example, our TSR
performance during the prior three years, as compared to our compensation peer group and to the
component companies of the Philadelphia Semiconductor Index (which was the comparison index for
the PBRSU awards vesting in fiscal year 2024) was below the 50th percentile.
61

For information concerning the number of shares underlying the PBRSUs granted for fiscal year 2024,
see the “Fiscal Year 2024 Grants of Plan-Based Awards Table” below. For information concerning the
value realized during fiscal year 2024 as a result of exercised stock options and vested stock awards,
see the “Fiscal Year 2024 Options Exercised and Stock Vested Table” below.
3.
Equity Awards and Comparisons to Compensation Market Data
As discussed above, the Compensation Committee’s long-term incentive compensation philosophy is
typically to grant equity awards to our NEOs that position their target total direct compensation
approximately at the 50th percentile of the applicable Compensation Market Data, subject to other
factors considered by the Compensation Committee. For example, the Compensation Committee also
takes into account past increases or decreases in overall compensation and the number, and current
unrealized value, of outstanding stock options and unvested RSUs and PBRSUs held by each NEO to
maintain an appropriate level of equity-based incentive for that individual. The Compensation
Committee further considers the Company’s overall performance, current equity burn rate, and dilution
in setting the amount of equity available for grant to our NEOs. The size of the equity award granted to
each NEO is set by the Compensation Committee at a level that is intended to create a meaningful
opportunity for stock price appreciation based upon the individual’s position with the Company,
current performance, anticipated future contribution based on that performance, and ability to affect
corporate and/or business unit results. The Compensation Committee looks collectively at all of these
factors when making its decisions.
In February 2024, based on Compensia’s analysis of competitive market practices and the other
relevant factors summarized above, the Compensation Committee approved monetary award values for
(a) RSUs, (b) PBRSUs, and (c) stock options, split equally into thirds, for our NEOs. These approved
monetary values were converted to a corresponding number of shares, target shares, and options,
rounding up to the nearest whole share or option, using the Company’s closing stock price or a
corresponding Black Scholes or Monte Carlo valuation.
In fiscal year 2024, no special equity award were granted to our NEOs. For fiscal year 2024, the target
total direct compensation (the base salary plus target annual cash bonus plus the grant date fair value of
equity awards) for our NEOs was as follows, where the noted percentile ranges are relative to the
applicable Compensation Market Data developed by Compensia for its fiscal year 2024 review (its
January 2024 analysis).
Named Executive Officer
Base
Salary
Target
Annual FY24
Cash Bonus
FY24
RSUs
FY24
PBRSUs
FY24
Options
FY24 Target
Total Direct
Compensation
Percentile Range
John M. Forsyth,
President and Chief
Executive Officer . . . . . $655,200
$819,000
$2,333,424 $2,333,430 $2,333,360 $8,474,414
about the 50th percentile
Venk Nathamuni,
Chief Financial
Officer . . . . . . . . . . . . . . $470,250
$352,688
$ 500,046 $ 500,132 $ 500,011 $2,323,127
about the 25th percentile
Gregory S. Thomas,
Senior Vice President,
General Counsel . . . . . . $453,000
$339,750
$ 333,426 $ 333,468 $ 333,337 $1,792,981
between the 25th and
50th percentiles
Jeffrey W. Baumgartner,
Vice President, Research
and Development . . . . . . $430,000
$322,500
$ 333,426 $ 333,468 $ 333,337 $1,752,731
between the 50th and
75th percentiles
Justin Dougherty,
Senior Vice President,
Global Operations . . . . . $425,000
$318,750
$ 333,426 $ 333,468 $ 333,337 $1,743,981 below the 25th percentile
62

The Compensation Committee determined that the size of its equity awards for fiscal year 2024 was
warranted and appropriate in view of the totality of circumstances, including the Company’s
performance over the 12 months prior to Compensia’s compensation analysis and the numerous other
factors noted in this proxy statement as being considered by the Compensation Committee. For
example, the Compensation Committee’s actions for fiscal year 2024 resulted in our CEO’s target total
direct compensation being positioned at about the 50th percentile of pertinent Compensation Market
Data, with our other NEOs varying below or slightly above the 50th percentile mark while still
maintaining internal pay equity.
The following charts utilize the figures presented in the “Fiscal Year 2024 Summary Compensation
Table” below to illustrate the primary components of our NEOs’ fiscal year 2024 compensation
(excluding values listed in the “All Other Compensation” column), along with the performance-based
percentage of that compensation.
CEO Compensation, FY2024
CEO Percentage of Performance-Based
Compensation, FY2024
Cash
Incentive
11%
PBRSUs
27%
Options
27%
Base Salary
8%
RSUs
27%
Performance Based
65%
Non Performance
Based
35%
Named Executive Officer (other than CEO)
Compensation, FY2024
Named Executive Officer (other than CEO)
Percentage of Performance-Based
Compensation, FY2024
Cash Incentive
17%
PBRSUs
20%
Options
20%
Base Salary
23%
RSUs
20%
Performance Based
57%
Non Performance
Based 
43%
63

In the charts immediately above, the following were considered performance-based compensation:
cash incentive awards, stock option awards (which provide a potential return only if the market price of
our common stock appreciates over the option term), and PBRSUs.
4.
Responsible Equity Grant Practices
New-employee equity awards and special stock awards are granted on the first Wednesday of each
calendar month (the “Monthly Grant Date”). The purpose of this process is to minimize the
administrative burdens that would be created with multiple monthly grant dates and to ensure that all
required approvals are obtained on or before the Monthly Grant Date. If the Monthly Grant Date
occurs on a Company holiday, or on other days that the Company or Nasdaq is closed for business, the
Monthly Grant Date will be the next regularly scheduled business day.
The grant date for our executive officers’ annual equity awards occurs after markets close on the
second business day following the Company’s announcement of its third-quarter earnings. There is no
program, plan, or practice of timing equity-based incentive compensation awards in coordination with
the release of material non-public information, other than to set these annual equity awards to follow
the public announcement of periodic financial results.
In addition to addressing potential risks associated with the release of material non-public information,
the annual executive officer grant’s timing within the Company’s fourth quarter provides the
Compensation Committee with an opportunity to consider more complete data on the Company’s
fiscal-year performance and peers as it makes its compensation decisions.
5.
Stock Ownership Guidelines
Stock ownership guidelines apply to our CEO, non-employee directors, and executive officers to more
closely link their interests with those of our other stockholders. Each individual subject to the
guidelines is expected to accumulate and maintain an ownership position in shares of our common
stock that is the lesser of the following:
CEO:
Either three times annual salary or 60,000 shares
Other Executive Officers:
Either one time annual salary or 10,000 shares
Non-employee Directors:
Either three times annual cash retainer or 4,500 shares
Individuals are expected to meet these requirements within five years from their appointment as an
executive officer or initial election to the Board (the “Phase-in Period”). All of our executive officers
and directors subject to the stock ownership guidelines and whose Phase-in Period has been completed
met these ownership-position requirements as of March 30, 2024. Additional details concerning our
stock ownership guidelines are provided in our Corporate Governance Guidelines, which are available
under the Corporate Governance section of our “Investors” page on our website at investor.cirrus.com.
D.
Health and Welfare Benefits and Perquisites
Our NEOs are eligible to participate in our retirement, welfare, and health benefit programs to
substantially the same extent as all other salaried employees based in the United States or United
Kingdom, as applicable. For example, as applicable to the United States or United Kingdom, we
provide medical, dental and vision insurance, a retirement/401(k) plan, life and disability insurance,
flexible spending accounts, health savings account contributions, and other plans and programs.
Although perquisites are not a material part of our compensation programs for our NEOs, we do
reimburse up to $500 for an annual physical examination for each of our executive officers to the
extent the physical examination is not covered under our standard health care plans.
64

From time to time, we may pay sign-on cash bonuses to aid in recruiting or relocating certain key
employees. In addition, from time to time, our executives may request chartered aircraft services to
facilitate travel that is directly and integrally related to the performance of their job duties and where
the use of a chartered plane will increase efficiency. If a spouse or immediate family member
accompanies an executive on such a flight, we would require the executive to pay the greater of the
incremental cost, if any, to accommodate such guest, or the imputed income amount determined using
the IRS Standard Industry Fare Level (“SIFL”) rate. Accordingly, there would be no aggregate
incremental cost to the Company for accompaniment on chartered business flights, and no amounts for
such guests’ travel would be included in our Summary Compensation Table. In the three fiscal years
covered by the Summary Compensation Table herein there have been no such incremental costs or
imputed income amounts.
VI. Post-Employment Compensation
We have not entered into individual severance or change of control agreements with any of our NEOs;
however, the Company maintains an Executive Severance and Change of Control Plan, which
originally became effective in 2007 and which the Compensation Committee amended and restated as
of August 24, 2023 (the “Severance Plan”). The Severance Plan provides for certain payments and
benefits to eligible executive officers (“Eligible Executives”), including each of our NEOs, whose
employment is involuntarily terminated by the Company (other than for “cause,” as defined in the
Severance Plan) or whose employment terminates without cause or for “good reason” (as defined in
the Severance Plan) at any time during the 12-month period beginning on the effective date of a change
of control of the Company. Details and specific terms of the Severance Plan, which reflect the
amendments last entered, are set forth in the section of this proxy statement entitled, “Potential
Payments upon Termination or Change of Control.”
We maintain the Severance Plan because we believe it is consistent with the practices of peer
companies and helps ensure that we are able to attract and retain top talent. Further, we believe that our
plan provides a level of stability to Eligible Executives during volatile business conditions that have
historically existed in our industry so that they remain focused on their responsibilities and the long-
term interests of the Company during such times.
The Severance Plan provides for “double-trigger” rather than “single-trigger” payment and benefits in
the event of a change of control of the Company. In other words, payments to Eligible Executives are
contingent upon an involuntary termination of employment following a change of control. This plan
design is intended to provide a level of security to Eligible Executives negotiating a transaction to
avoid any misalignment with the interests of our stockholders without resulting in a windfall to
Eligible Executives who remain employed following such a transaction.
VII. Clawback Policy
Effective May 25, 2018, our executive officers became subject to a clawback policy entitled “Policy
Regarding Recoupment of Certain Incentive Compensation,” which provided for forfeiture of excess
incentive compensation in the event of misconduct resulting in a restatement of our financial
statements. Until October 2, 2023, this clawback policy governed all incentive compensation (cash and
equity-based compensation) that was granted, earned, or vested based upon the achievement of
financial or stock performance metrics, and which was granted following the adoption of this clawback
policy and paid in the preceding three-year period from the time the Company determined that it must
restate its financial statements. Effective October 2, 2023, the Compensation Committee adopted a new
clawback policy entitled, “Recovery of Erroneously Awarded Incentive Compensation Policy,” which,
as of that effective date, superseded and replaced the earlier “Policy Regarding Recoupment of Certain
65

Incentive Compensation.” The Compensation Committee adopted this new policy to comply with the
new Nasdaq listing standards that became effective in 2023 and which require the clawback of
incentive compensation paid to current and former executive officers when that compensation is based
upon achievement of financial results that later require a restatement, whether or not resulting from
error or intentional misconduct by such executive officers. To date, there has been no recovery or
repayment of compensation from executive officers pursuant to the current or previous clawback
policy.
A copy of the Company’s Recovery of Erroneously Awarded Incentive Compensation Policy is
included as an exhibit to our Annual Report on Form 10-K for the fiscal year ended March 30, 2024.
Any recoupment under our Severance Plan would be in addition to any applicable recoupment under
our Recovery of Erroneously Awarded Incentive Compensation Policy. See the section of this proxy
statement entitled, “The Severance Plan.”
VIII. Prohibition Against Short Selling, Hedging, and Pledging
The Company prohibits directors, officers, and employees (or their designees) from investing in
derivative securities based on or related to the Company’s common stock, engaging in any short sale or
hedging transactions involving the Company’s common stock, and pledging any shares of the
Company’s common stock as collateral for any margin account or any other similar account or debt
instrument where a sale of the Company’s stock could occur. Prohibited hedging transactions generally
involve the purchase of any financial instrument that will hedge or offset, or is designed to hedge or
offset, any decrease in the market value of the Company’s common stock.
IX. Tax Considerations Related to Compensation
Section 162(m) of the Internal Revenue Code (“IRC”) as amended by the Tax Cuts and Jobs Act of
2017 (the “Tax Act”) generally disallows a publicly-held corporation a deduction for federal income
tax purposes of remuneration in excess of $1 million paid in any taxable year to any NEO that is also a
covered employee. Although the exception for “performance-based compensation” was repealed by the
Tax Act, remuneration paid pursuant to a written binding contract in effect on November 2, 2017, and
not materially modified after that date, will not be subject to the deduction limitation if specified
requirements are met. For all other compensation, amounts in excess of $1 million paid to any covered
employee generally will not be deductible.
While the Compensation Committee may consider deductibility when designing our executive
compensation program, it may award compensation that is not deductible if it determines that doing so
is appropriate and in the best interests of the Company and its stockholders. The Compensation
Committee cannot guarantee that past compensation, or compensation granted in the future, generally
designed to be deductible will in fact be deductible.
Section 409A of the IRC requires that “nonqualified deferred compensation” be deferred and paid
under plans or arrangements that satisfy the requirements of the statute with respect to the timing of
deferral elections, timing of payments and certain other matters. Failure to satisfy these requirements
can expose employees and other service providers to accelerated income tax liabilities, penalty taxes,
and interest on their vested compensation under such plans. Accordingly, as a general matter, it is our
intention to design and administer our compensation and benefits plans and arrangements for all of our
employees and other service providers, including our Named Executive Officers, so that they are either
exempt from, or satisfy the requirements of, Section 409A of the Code.
66

Section 280G of the IRC disallows the deduction of any “excess parachute payment” paid in
connection with certain events. A portion of amounts payable under the Severance Plan may constitute
“excess parachute payments” to our NEOs. Accordingly, the Severance Plan provides for a modified
Section 280G “cut back” pursuant to which payments and benefits under the Severance Plan will be
reduced in the event such reduction produces a greater after-tax benefit to an NEO. See the section of
this proxy statement entitled, “Potential Payments Upon Termination or Change of Control.”
X. Compensation Committee Interlocks and Insider Participation
The Compensation Committee currently consists of Timothy R. Dehne (Chair), Raghib Hussain, and
Duy-Loan Le. Effective as of this year’s Annual Meeting, Alexander M. Davern will join the
Compensation Committee, and Duy-Loan Le will replace Mr. Dehne as the Chair. During fiscal year
2024, none of our executive officers served on the board of directors or compensation committee of
another company whose executive officer served on our Board or Compensation Committee. The
members of the Compensation Committee are considered independent under the Board and the
Compensation Committee independence standards of the Nasdaq listing rules and SEC regulations.
67

COMPENSATION COMMITTEE REPORT
We, the Compensation Committee of the Board of Directors, have reviewed and discussed the
Compensation Discussion and Analysis (“CD&A”) required by Item 402(b) of Regulation S-K with
management of the Company. Based on such review and discussion, we have recommended to the
Board of Directors that the CD&A be included as part of this proxy statement. Submitted by the
Compensation Committee of the Board of Directors:
Timothy R. Dehne, Chair
Raghib Hussain
Duy-Loan Le
CONSIDERATION OF RISK RELATED TO COMPENSATION PROGRAMS
The Compensation Committee structures our executive compensation program to provide incentives to
appropriately reward our executive officers without undue risk taking. Our approach is similar for the
compensation practices and polices applicable to all employees throughout the Company. Overall, we
believe that our compensation programs do not create risks that are reasonably likely to have a material
adverse effect on the Company. In general, we attempt to align our compensation programs with the
long-term interests of the Company and its stockholders and mitigate the likelihood of inducing
excessive risk-taking behavior. More specifically, we believe the following program features and
policies help to mitigate the likelihood of inducing excessive risk-taking behavior:
Š
The Company pays a mix of fixed and variable compensation, with variable compensation
tied both to short-term objectives and the long-term value of our stock price.
Š
Our annual cash incentive program is based on a mix of bottom-line objectives (e.g.,
operating profit goals) and top-line objectives (e.g., revenue growth) in order to avoid the
risk of excessive focus on one goal or performance measure. The operating profit and
revenue growth target levels are intended to be based on the Company’s long-term strategic
plan and reflect the Compensation Committee’s belief that achieving both would correspond
to performance levels necessary to outperform the majority of our peer companies and
competitors.
Š
We review the short-term performance incentive targets used in our Incentive Plan every six
months to ensure alignment with our business plans.
Š
To prevent the risk that our annual cash incentive program pays bonuses despite weak short-
term performance, no payout may occur without a threshold level of operating profit
performance being met.
Š
The aggregate payout under our annual cash incentive program for our executive officers and
leadership team is capped at a percentage of overall non-GAAP operating profit to prevent
the risk of excessive payout of the Company’s operating profit.
Š
The individual payout under our annual cash incentive program for our executive officers
and leadership team is further capped so that no participants may receive a payout of greater
than 250% of their target bonus payout.
Š
Long-term incentives are granted to our executive officers in the form of equity awards that
vest or are earned over a significant period of time, typically three or four years. The vesting
or performance period, as the case may be, is intended to align the interests of our executive
officers with the long-term interests of our stockholders and to provide an incentive for our
executive officers to remain with the Company.
68

Š
Long-term incentives are typically granted annually so our executive officers will have
unvested awards that may decrease in value if our business is not managed with long-term
goals in mind.
Š
We use a mix of stock options, RSUs, and PBRSUs to create an overall long-term incentive
package that aligns with stockholder interests, appropriately balances risk and performance,
and provides competitive incentives for the purpose of executive retention.
Š
We use performance-based equity based on the Company’s TSR as a means to align a
portion of an executive officer’s compensation with the interests of our stockholders. In
addition, we cap the payout of these awards at a 100% payout if the Company’s TSR is
negative over the performance period (typically, three years).
Š
Our annual equity awards to our executive officers are granted during the fourth quarter of
our fiscal year, which allows us to benchmark our compensation decisions in view of our
anticipated full fiscal year performance and to better align with the market conditions
underlying our compensation peers’ disclosures. This alignment in timing reduces risks
associated with compensation being analyzed in timeframes significantly different than those
used in such disclosures.
Š
To address potential risks associated with the timing of our executive officer grants and the
release of material non-public information by the Company, any annual equity award granted
to executive officers will occur at the close of the market on the second business day
following the release of the Company’s third quarter earnings results.
Š
Our CEO, non-employee directors, and executive officers of the Company are obligated to
meet certain stock ownership guidelines that require accumulation and maintenance of a
prescribed value or number of shares of our common stock.
Š
The Compensation Committee retains an independent compensation consultant and uses
competitive market data, when available, to inform our focus on pay for performance.
Š
Our executive officers are subject to clawback measures. For compensation that was received
prior to October 2, 2023, the Company’s clawback policy was entitled, “Policy Regarding
Recoupment of Certain Incentive Compensation,” and provided for forfeiture of excess
incentive compensation in the event of misconduct resulting in a restatement of financial
statements. On October 2, 2023, the clawback policy entitled, “Recovery of Erroneously
Awarded Incentive Compensation Policy,” came into effect and requires the clawback of
incentive compensation paid to current and former executive officers when that
compensation is based upon achievement of financial results that later require a restatement,
whether or not resulting from error or intentional misconduct by such executive officers. Our
executive officers are also subject to a clawback provision within our Severance Plan that
provides for recoupment of any payments and/or the value of any benefits already provided
pursuant to the Severance Plan (plus interest at the then-prevailing prime rate) in the event of
acts or omissions being discovered after termination of employment that meet the Severance
Plan’s definition of “Cause.”
69

EXECUTIVE COMPENSATION TABLES
Fiscal Year 2024 Summary Compensation Table
The following table provides certain summary information concerning the compensation awarded to,
earned by, or paid to our NEOs for the fiscal years ended March 30, 2024; March 25, 2023; and
March 26, 2022; as applicable.
Name and Principal
Position
(a)
Year
(b)
Salary
($)
(c)
Bonus(1)
($)
(d)
Stock
Awards(2)
($)
(e)
Option
Awards(2)
($)
(f)
Non-Equity
Incentive Plan
Compensation(3)
($)
(g)
All Other
Compensation
($)
(i)
Total
($)
(j)
John M. Forsyth,
President and Chief
Executive Officer
2024
$675,619
$4,666,854
$2,333,360
$ 799,969
$ 10,867
(4)
$8,486,669
2023
700,000
4,333,444
2,166,673
1,182,058
11,650
8,393,825
2022
613,077
3,000,072
1,499,959
1,497,350
14,010
6,624,468
Venk Nathamuni,
Chief Financial Officer
2024
$470,639
$1,000,178
$ 500,011
$ 344,492
$ 42,507
(6)
$2,357,827
2023
(5)
415,385
150,000
1,816,904
1,183,311
520,587
103,579
4,189,765
Gregory S. Thomas,
Senior Vice President,
General Counsel
2024
$453,371
$ 666,895
$ 333,337
$ 331,855
$ 15,043
(7)
$1,800,501
2023
433,700
616,727
308,339
549,277
15,105
1,923,148
2022
413,100
533,455
266,673
725,548
14,765
1,953,540
Jeffrey W. Baumgartner,
Vice President,
Research and Development
2024
$430,577
$ 666,895
$ 333,337
$ 315,006
$ 10,461
(8)
$1,756,276
2023
400,000
616,727
308,339
506,596
9,152
1,840,814
2022
378,270
566,791
283,335
666,727
8,899
1,904,021
Justin Dougherty,
Senior Vice President,
Global Operations
2024
(9)
$425,481
$ 666,895
$ 333,337
$ 311,343
$ 13,189
(10)
$1,750,245
(1)
The amounts reported in the column entitled “Bonus” reflect a one-time cash signing bonus made
in fiscal year 2023 to Mr. Nathamuni.
(2)
The amounts reported in the column entitled “Stock Awards” represent the RSUs and PBRSUs
granted to our NEOs. The amounts reported in the column entitled “Option Awards” represent the
stock options granted to our NEOs. In each case, the value reported is the aggregate grant date fair
value calculated pursuant to FASB ASC Topic 718, excluding any assumptions regarding
potential forfeitures, and with respect to the PBRSUs this valuation entails a Monte Carlo
calculation. The assumptions underlying the calculations under FASB ASC Topic 718 are
discussed under Note 14, Equity Compensation, in our Annual Report on Form 10-K for the fiscal
year ended March 30, 2024. Assuming the highest level of performance is achieved under the
PBRSUs granted in fiscal year 2024, the maximum grant date values of the PBRSUs, based on the
closing market price per share of the Company’s stock on the last trading day of fiscal year 2024
($92.56) at the maximum calculated payout, is: (a) in the case of Mr. Forsyth – $3,053,184; (b) in
the case of Mr. Nathamuni – $654,399; (c) in the cases of Mr. Thomas, Mr. Baumgartner, and
Mr. Dougherty – $436,328. For additional information with respect to awards made in fiscal year
2024, see the Fiscal Year 2024 Grants of Plan-Based Awards Table and Fiscal Year 2024
Outstanding Equity Awards at Fiscal Year-End Table herein.
(3)
The amounts reported in the column entitled “Non-Equity Incentive Plan Compensation,”
represent the amounts earned for each fiscal year under the Incentive Plan, which is described in
further detail in the “Compensation Discussion and Analysis” section of this proxy statement.
Payments earned in the second semiannual period of a fiscal year are included in this table for that
fiscal year even though they were paid in the following fiscal year.
(4)
This amount includes $8,601 in matched contributions under our 401(k) plan, $404 in employer
contributions to a health savings account under our health benefits program, $1,519 associated
with the value of insurance premiums paid with respect to life insurance for the benefit of
Mr. Forsyth, and $343 in tax gross-ups paid to all employees of the Company with respect to the
Company’s long-term disability plan.
70

(5)
Mr. Nathamuni was not an NEO prior to fiscal year 2023.
(6)
This amount includes $21,440 in relocation expense reimbursements and $7,657 in associated tax
gross-up amounts, $10,229 in matched contributions under our 401(k) plan, $2,838 associated
with the value of insurance premiums paid with respect to life insurance for the benefit of
Mr. Nathamuni, and $343 in tax gross-ups paid to all employees of the Company with respect to
the Company’s long-term disability plan.
(7)
This amount includes $11,458 in matched contributions under our 401(k) plan, $404 in employer
contributions to a health savings account under our health benefits program, $2,838 associated
with the value of insurance premiums paid with respect to life insurance for the benefit of
Mr. Thomas, and $343 in tax gross-ups paid to all employees of the Company with respect to the
Company’s long-term disability plan.
(8)
This amount includes $8,599 in matched contributions under our 401(k) plan, $1,519 associated
with the value of insurance premiums paid with respect to life insurance for the benefit of
Mr. Baumgartner, and $343 in tax gross-ups paid to all employees of the Company with respect to
the Company’s long-term disability plan.
(9)
Mr. Dougherty was not an NEO prior to fiscal year 2024.
(10) This amount includes $11,452 in matched contributions under our 401(k) plan, $404 in employer
contributions to a health savings account under our health benefits program, $990 associated with
the value of insurance premiums paid with respect to life insurance for the benefit of
Mr. Dougherty, and $343 in tax gross-ups paid to all employees of the Company with respect to
the Company’s long-term disability plan.
Fiscal Year 2024 Grants of Plan-Based Awards Table
The following table provides certain information with respect to grants of plan-based awards for the
fiscal year ended March 30, 2024, to our NEOs. All of the stock options, RSUs, and PBRSUs that are
reflected in the table were granted under our 2018 Long Term Incentive Plan.
The amounts reported in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards”
columns below reflect potential payouts under the Incentive Plan, which is described in further detail in
the “Compensation Discussion and Analysis” section of this proxy statement.
The amounts reported in the “Estimated Future Payouts Under Equity Incentive Plan Awards” column
below set forth potential payouts that are associated with PBRSUs. Each unit granted pursuant to these
PBRSUs represents a contingent right to receive one share of our common stock for each unit that is
earned. The PBRSUs will vest as to the number of shares earned on the third anniversary of the grant
date. The number of PBRSUs that vest, if any, is based on Company performance during this three-
year period and is determined relative to the target number of shares as described in further detail in the
“Compensation Discussion and Analysis” section of this proxy statement. Holders of PBRSUs are not
eligible to receive any dividends or dividend equivalents with respect to outstanding PBRSUs.
Each stock option has a maximum term of 10 years, subject to earlier termination if the optionee’s
services are terminated. Unless otherwise noted, the exercisability of the options vests with respect to
25% of the shares of common stock underlying the option on each of the following four anniversaries
of the grant date. The exercise price of each stock option is equal to the closing market price per share
of our common stock as reported on Nasdaq on the date of grant.
The RSUs will vest with respect to 100% of the units underlying the award on the third anniversary of
the grant date. Each unit granted pursuant to these RSUs represents a contingent right to receive one
share of our common stock for each unit that vests. Holders of RSUs are not eligible to receive any
dividends or dividend equivalents with respect to outstanding RSUs.
71

Special accelerated vesting provisions applicable to the equity awards upon a NEO’s termination of employment or
upon a change of control of the Company are described in the section of this proxy statement entitled, “Potential
Payments Upon Termination or Change of Control.”
Name
(a)
Grant
Date (1)
(b)
Approval
Date (1)
Estimated Future
Payouts Under
Non-Equity
Incentive Plan Awards (2)
Estimated Future
Payouts Under
Equity
Incentive Plan Awards (3)
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units (#)
(i)
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
(j)
Exercise
or Base
Price of
Option
Awards
($/Sh)
(k)
Grant Date
Fair Value
of Stock
and Option
Awards (4)
(l)
Threshold
($)
(c)
Target
($)
(d)
Maximum
($)
(e)
Threshold
(#)
(f)
Target
(#)
(g)
Maximum
(#)
(h)
John M. Forsyth,
President and Chief
Executive Officer
2/8/2024 2/6/2024
25,026
$2,333,424
2/8/2024 2/6/2024
4,123
16,493
32,986
$2,333,430
2/8/2024 2/6/2024
58,701
$93.24
$2,333,360
$204,750
$819,000
$2,047,500
Venk Nathamuni, Chief
Financial Officer
2/8/2024 2/6/2024
5,363
$ 500,046
2/8/2024 2/6/2024
884
3,535
7,070
$ 500,132
2/8/2024 2/6/2024
12,579
$93.24
$ 500,011
$ 88,172
$352,688
$ 881,719
Gregory S. Thomas, Senior
Vice President, General
Counsel
2/8/2024 2/6/2024
3,576
$ 333,426
2/8/2024 2/6/2024
589
2,357
4,714
$ 333,468
2/8/2024 2/6/2024
8,386
$93.24
$ 333,337
$ 84,938
$339,750
$ 849,375
Jeffrey W. Baumgartner,
Vice President, Research
and Development
2/8/2024 2/6/2024
3,576
$ 333,426
2/8/2024 2/6/2024
589
2,357
4,714
$ 333,468
2/8/2024 2/6/2024
8,386
$93.24
$ 333,337
$ 80,625
$322,500
$ 806,250
Justin Dougherty, Senior
Vice President, Global
Operations
2/8/2024 2/6/2024
3,576
$ 333,426
2/8/2024 2/6/2024
589
2,357
4,714
$ 333,468
2/8/2024 2/6/2024
8,386
$93.24
$ 333,337
$ 79,688
$318,750
$ 796,875
(1)
Annual equity awards to our NEOs (here, the February 8, 2024 awards) are granted at the close of the market on
the second business day following the release of the Company’s third quarter earnings results.
(2)
The amounts reported in these columns reflect potential payment amounts under the Incentive Plan. Actual
amounts earned under this plan are reported in the “Non-Equity Incentive Plan Compensation” column of the
Fiscal Year 2024 Summary Compensation Table above. Semiannual payments are made under the Incentive Plan
only if certain financial prerequisites, such as operating profit margin thresholds, are achieved, as described in
further detail in the “Compensation Discussion and Analysis” section of this proxy statement. The amounts
reported in the “Threshold” column reflect the minimum amount payable assuming achievement of the
applicable financial-result thresholds (25% of the target amount). The amounts reported in the “Target” column
reflect the target amount payable to each NEO. The amounts reported in the “Maximum” column reflect that
maximum amount payable to each NEO (250% of the target amount).
(3)
The amounts reported in these columns reflect the number of units underlying potential payment amounts for
PBRSUs under the Company’s Performance-Based Restricted Stock Unit program. Each unit granted pursuant to
these PBRSUs represents a contingent right to receive one share of our common stock for each unit that is earned
and vests. The number of PBRSUs that will actually be earned and vest, if any, is based on the Company’s
performance during a three-year performance period following grant and is determined as described in further
detail in the “Compensation Discussion and Analysis” section of this proxy statement.
(4)
The amounts reported in this column represent the aggregate grant date fair value of the equity awards calculated
pursuant to FASB ASC Topic 718, excluding any assumptions regarding potential forfeitures, and with respect to
the PBRSU this valuation entails a Monte Carlo calculation. The assumptions underlying the calculations under
FASB ASC Topic 718 are discussed under Note 14, Equity Compensation, in our Annual Report on Form 10-K
for the fiscal year ended March 30, 2024.
72

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
The Company’s executive compensation policies and practices, pursuant to which the compensation set forth in
the Summary Compensation Table and the Grants of Plan-Based Awards Table was paid or awarded, are
described above in our Compensation Discussion and Analysis.
Fiscal Year 2024 Outstanding Equity Awards at Fiscal Year-End Table
The following table provides information concerning the outstanding equity award holdings of our NEOs as of
March 30, 2024.
Option Awards
Stock Awards
Name
(a)
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
(b)
Number of
Securities
Underlying
Unexercised
Options
Unexercisable(1)
(#)
(c)
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
(d)
Option
Exercise
Price
($)
(e)
Option
Expiration
Date(2)
(f)
Stock
Award
Grant
Date
Number of
Shares or
Units of
Stock That
Have Not
Vested(3)
(#)
(g)
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested(4)
($)
(h)
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested(5)
(#)
(i)
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested(6)
($)
(j)
John M. Forsyth,
President and Chief
Executive Officer
10,417
—
$ 38.15
6/6/2028
6,511
—
$ 41.49 11/7/2028
12,000
—
$ 68.56 11/6/2029
19,265
6,422
$ 78.00
3/3/2031
19,804
19,806
$ 88.00
3/2/2032
12,313
36,938
$102.37
2/6/2033
—
58,701
$ 93.24
2/8/2034
3/2/2022
17,046
$1,577,778
3/2/2022
13,739
$1,271,682
2/6/2023
21,166
$1,959,125
2/6/2023
3,809
$ 352,561
2/8/2024
25,026
$2,316,407
2/8/2024
32,986
$3,053,184
Venk Nathamuni, Chief
Financial Officer
9,048
11,284
$ 82.81
5/4/2032
1,895
5,683
$102.37
2/6/2033
—
12,579
$ 93.24
2/8/2034
5/4/2022
6,844
$ 633,481
5/4/2022
2,951
$ 273,145
2/6/2023
3,257
$ 301,468
2/6/2023
586
$
54,240
2/8/2024
5,363
$ 496,399
2/8/2024
7,070
$ 654,399
73

Option Awards
Stock Awards
Name
(a)
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
(b)
Number of
Securities
Underlying
Unexercised
Options
Unexercisable(1)
(#)
(c)
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
(d)
Option
Exercise
Price
($)
(e)
Option
Expiration
Date(2)
(f)
Stock
Award
Grant
Date
Number of
Shares or
Units of
Stock That
Have Not
Vested(3)
(#)
(g)
Market
Value of
Shares or
Units of
Stock
That
Have
Not
Vested(4)
($)
(h)
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested(5)
(#)
(i)
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested(6)
($)
(j)
Gregory S. Thomas, Senior
Vice President, General
Counsel
734
—
$ 31.25 11/4/2025
3,239
—
$ 54.65 11/2/2026
13,500
—
$ 55.72 11/1/2027
13,500
—
$ 41.49 11/7/2028
11,400
—
$ 68.56 11/6/2029
5,779
1,927
$ 78.00
3/3/2031
3,520
3,522
$ 88.00
3/2/2032
1,753
5,256
$102.37
2/6/2033
—
8,386
$ 93.24
2/8/2034
3/2/2022
3,031
$280,549
3/2/2022
2,443
$226,124
2/6/2023
3,012
$278,791
2/6/2023
542
$ 50,168
2/8/2024
3,576
$330,995
2/8/2024
4,714
$436,328
Jeffrey W. Baumgartner,
Vice President, Research
and Development
30,000
—
$ 38.34
5/2/2028
3,907
—
$ 41.49 11/7/2028
7,000
—
$ 68.56 11/6/2029
7,167
2,389
$ 78.00
3/3/2031
3,740
3,742
$ 88.00
3/2/2032
1,753
5,256
$102.37
2/6/2033
—
8,386
$ 93.24
2/8/2034
3/2/2022
3,220
$298,043
3/2/2022
2,596
$240,286
2/6/2023
3,012
$278,791
2/6/2023
542
$ 50,168
2/8/2024
3,576
$330,995
2/8/2024
4,714
$436,328
Justin Dougherty, Senior
Vice President, Global
Operations
1,857
—
$ 68.56 11/6/2029
6,450
2,151
$ 78.00
3/3/2031
3,520
3,522
$ 88.00
3/2/2032
1,753
5,256
$102.37
2/6/2033
—
8,386
$ 93.24
2/8/2034
3/2/2022
3,031
$280,549
3/2/2022
2,443
$226,124
2/6/2023
3,012
$278,791
2/6/2023
542
$ 50,168
2/8/2024
3,576
$330,995
2/8/2024
4,714
$436,328
(1)
Stock options with an expiration date listed in column (f) as February 6, 2033 (corresponding to a grant date
of February 6, 2023) or February 8, 2034 (corresponding to a grant date of February 8, 2024) vest over four
years with one-year “cliff” vesting for 25% of the options on each of the following four anniversaries of the
74

grant date. All other outstanding stock options vest over four years, with one-year “cliff” vesting
for 25% of the options on the first anniversary of the grant date, and 1/36 of the remaining options
vesting on a monthly basis over the following three years.
(2)
Options have a maximum 10-year term. The expiration date shown in this column is the normal
expiration date occurring on the tenth anniversary of the grant date. Options may terminate earlier
in certain circumstances, such as in connection with a NEO’s termination of employment or in
connection with certain corporate transactions, including a change in control of the Company.
(3)
This column reflects RSUs granted to our NEOs. The outstanding RSUs having a stock award
grant date of May 4, 2022 for Mr. Nathamuni (corresponding to new-hire equity awards) will vest
one-third annually on each of the following three anniversaries of the grant date. All other
outstanding RSUs will vest with respect to 100% of the units underlying the award on the third
anniversary of the grant date. Each unit granted pursuant to these RSUs represents a contingent
right to receive one share of our common stock for each unit that vests.
(4)
The market value of unvested RSUs reported in column (h) is calculated by multiplying the
number of shares of common stock ultimately subject to each award reported in column (g) by the
closing market price of our common stock on March 28, 2024, (the last trading day of fiscal year
2024), which was $92.56 per share.
(5)
This column reflects PBRSUs granted to our NEOs. The disclosed number of PBRSUs is based
on the next higher performance level (threshold, target, or maximum) above the Company’s
performance through the most recently completed fiscal year. Accordingly, PBRSUs granted on
February 6, 2023, are listed at their threshold level because the Company’s relative TSR
performance for those awards through the most recently completed fiscal year would result in a
payout of 0%. PBRSUs granted on March 2, 2022, and May 4, 2022, are listed at their target level
because the Company’s relative TSR performance for those awards through the most recently
completed fiscal year would result in a payout between the threshold and target level. PBRSUs
granted on February 8, 2024, are listed at their maximum level because the Company’s relative
TSR performance for those awards through the most recently completed fiscal year would result
in a payout at the maximum level. The number of units that are ultimately earned and vest, if any,
will be based on the Company’s performance and will be relative to the target number of units as
further described in the “Compensation Discussion and Analysis” section of this proxy statement.
Each unit granted pursuant to these PBRSUs represents a contingent right to receive one share of
our common stock for each unit that is earned and vests. Such vesting will occur on the third
anniversary of the grant date.
(6)
The market value of unvested PBRSUs reported in column (j) is calculated by multiplying the
number of shares ultimately subject to each award reported in column (i) by the closing market
price of our common stock on March 28, 2024, (the last trading day of fiscal year 2024), which
was $92.56 per share.
75

Fiscal Year 2024 Option Exercises and Stock Vested Table
The following table provides information on the value realized by each NEO as a result of options that
were exercised and stock awards that vested during fiscal year 2024.
Option Awards
Stock Awards
Name
(a)
Number of Shares
Acquired on
Exercise
(#)
(b)
Value Realized on
Exercise(1)
($)
(c)
Number of Shares
Acquired on Vesting
(#)
(d)
Value Realized
on Vesting(2)
($)
(e)
John M. Forsyth, President and
Chief Executive Officer
—
$
—
15,341
$1,430,241
Venk Nathamuni, Chief
Financial Officer
500
$
6,095
3,421
$ 281,651
Gregory S. Thomas, Senior
Vice President, General
Counsel
15,304
$917,365
4,602
$ 429,044
Jeffrey W. Baumgartner, Vice
President, Research and
Development
—
$
—
5,706
$ 531,970
Justin Dougherty, Senior Vice
President, Global Operations
—
$
—
5,137
$ 478,923
(1)
The value realized on the exercise of stock options was computed by determining the difference
between the market price of our common stock underlying each option on the date of exercise and
the exercise price of the options for each share exercised multiplied by the number of shares of
our common stock acquired on exercise (column b).
(2)
The value realized on the vesting of stock awards was computed by multiplying the number of
shares of our common stock acquired on vesting (column d) by the market price of our common
stock on the date of vesting.
Pension Benefits and Nonqualified Deferred Compensation
The tables disclosing pension benefits or nonqualified deferred compensation are omitted because we
do not sponsor or maintain either a defined benefit pension plan or a nonqualified deferred
compensation plan for the benefit of our executive officers.
Potential Payments upon Termination or Change of Control
We do not maintain individual employment, severance, or change of control agreements with our
executive officers, including our NEOs; however, we do maintain the Severance Plan, which provides
for certain payments and benefits to individuals employed by the Company and its subsidiaries at the
level of Chief Executive Officer and Vice President or above and reporting directly to the Chief
Executive Officer (“Eligible Executives”) in the event that the employment of such an executive
officer is involuntarily terminated other than for cause or in certain circumstances following a change
of control of the Company. Our executive officers may also receive certain benefits under the Incentive
Plan in the event of certain terminations of employment that occur prior to the payment of the award
for the applicable fiscal year.
The Severance Plan
Each of our NEOs was considered an Eligible Executive under the Severance Plan during fiscal year
2024. We maintain the Severance Plan because it helps us attract and retain top talent. Further, we
76

believe that the Severance Plan provides a level of stability for our executive officers during volatile
business conditions that have historically existed so that they remain focused on their responsibilities
and the long-term interests of the Company during such times.
The Severance Plan provides that, in the event of an Eligible Executive’s involuntary termination of
employment by the Company other than for “cause” (as such term is defined below for purposes of the
Severance Plan) the Eligible Executive will be eligible to receive: (i) continuation of base salary for a
period of up to six months (up to 12 months in the case of our CEO) following termination of
employment, and (ii) payment in full of a reasonable estimate of COBRA premiums for six months
(12 months in the case of our CEO) (collectively, the “Termination Payment”).
The Severance Plan further provides that, if an Eligible Executive’s employment is terminated either
by the Company other than for “cause” or by the Eligible Executive for “good reason” within
12 months following a “change of control” (each term as defined below for purposes of the Severance
Plan) of the Company, they will be eligible to receive a “Change of Control Termination Payment,”
which is comprised of: (i) a lump sum payment equal to 12 months’ base salary (24 months in the case
of our CEO), (ii) 100% of their annual target bonus amount as of the executive’s termination date
(200% in the case of our CEO) and, if not already provided for in an applicable bonus plan, a prorated
target bonus amount corresponding to the amount of time elapsed under the current bonus period as of
their termination date, (iii) acceleration in full of any unvested stock options or any other securities or
similar incentive awards that have been granted or issued to them as of the employment termination
date, and (iv) payment in full of a reasonable estimate of COBRA premiums for 12 months (18 months
in the case of our CEO). In addition, the Eligible Executive will have until six months from the
employment termination date to exercise any vested options, except that no option will be exercisable
after the option’s expiration date.
In the event of an Eligible Executive’s death or termination of employment due to “disability” (as such
term is defined below for purposes of the Severance Plan), the Eligible Executive or their estate, as
applicable, will receive the Termination Payment described above. If the death or termination due to
disability has occurred within 12 months following a change of control of the Company, they or their
estate, as applicable, will receive the Change of Control Termination Payment described above.
For purposes of the Severance Plan:
Š
“cause” means (i) gross negligence or willful misconduct in the performance of an executive
officer’s duties; (ii) a material and willful violation of any federal or state law that if made
public would injure the business or reputation of the Company; (iii) a refusal or willful
failure to comply with any specific lawful direction or order of the Company or a material
violation of a policy or procedure of the Company including but not limited to the
Company’s Code of Conduct, Harassment Prevention Policy, and the Company’s Insider
Trading Policy as well as any obligation concerning proprietary rights and confidential
information of the Company; (iv) a conviction (including a plea of nolo contendere ) of a
felony, or of a misdemeanor that would have a material adverse effect on the Company’s
goodwill if the executive officer were to continue to be retained as an employee of the
Company; (v) commission of theft, embezzlement, fraud, financial impropriety, or any act of
dishonesty relating to employment with the Company; (vi) failure to cooperate with the
Company in any internal investigation or administrative, regulatory, or judicial proceeding;
or (vii) a substantial and continuing willful refusal to perform duties ordinarily performed by
an employee in the same position and having similar duties as the executive officer.
Š
“good reason” refers to the executive officer’s resignation from the Company within thirty
days following the Company’s failure to cure the occurrence of any of the following events:
77

(i) without the executive officer’s express written consent, a material reduction of the
executive officer’s duties, authority, or responsibilities relative to the executive’s duties,
authority, or responsibilities as in effect immediately prior to such reduction, or the
assignment to the executive officer of such reduced duties, authority, or responsibilities;
provided, however, that: (a) the occurrence of a Change of Control (as defined below for
purposes of the Severance Plan) shall not, in and of itself, constitute a material adverse
change in the executive officer’s duties, authority, or responsibilities; and (b) a change in the
executive officer’s position or title following a Change of Control shall not constitute Good
Reason so long as the executive officer retains substantially the same duties, authority, or
responsibilities of a division, subsidiary, or business unit that constitutes or includes a
significant portion of the business of the Company following the Change of Control; (ii) a
material reduction by the Company in the base salary or bonus opportunity of an executive
officer as in effect immediately prior to such reduction; provided, however, that such
reductions shall not constitute Good Reason if they are pursuant to a company-wide
reduction of base salaries and/or bonuses; or (iii) the relocation of an executive officer’s
principal work location to a facility or a location more than 50 miles from the executive
officer’s then present principal work location. “Good reason” shall not exist unless the
executive officer provides written notice of the circumstances alleged to give rise to Good
Reason within 30 days of their occurrence and the Company (or our successor) fails to cure
such circumstances within 30 days.
Š
“disability” means a mental or physical disability, illness or injury, evidenced by medical
reports from a duly qualified medical practitioner, which renders an executive officer unable
to perform any one or more of the essential duties of their position after the provision of
reasonable accommodation, if applicable, for a period of greater than 90 days within a
one-year period.
Š
“change of control” means the occurrence of one or more of the following with respect to the
Company: (i) the acquisition by any person (or related group of persons), whether by tender
or exchange offer made directly to the Company’s stockholders, open market purchases or
any other transaction or series of transactions, of stock of the Company that, together with
stock of the Company held by such person or group, constitutes more than 50% of the total
fair market value or total voting power of the then outstanding stock of the Company entitled
to vote generally in the election of the members of the Company’s Board of Directors; (ii) a
merger or consolidation in which the Company is not the surviving entity, except for a
transaction in which both (A) securities representing more than 50% of the total combined
voting power of the surviving entity are beneficially owned (within the meaning of
Rule 13d-3 promulgated under the Securities Exchange Act of 1934), directly or indirectly,
immediately after such merger or consolidation by persons who beneficially owned common
stock of the Company immediately prior to such merger or consolidation, and (B) the
members of the Board of Directors immediately prior to the transaction (the “Existing
Board”) constitute a majority of the Board of Directors immediately after such merger or
consolidation; (iii) any reverse merger in which the Company is the surviving entity but in
which either (A) persons who beneficially owned, directly or indirectly, common stock of the
Company immediately prior to such reverse merger do not retain immediately after such
reverse merger direct or indirect beneficial ownership of securities representing more than
50% of the total combined voting power of the Company’s outstanding securities or (B) the
members of the existing Board do not constitute a majority of the Board of Directors
immediately after such reverse merger; or (iv) the sale, transfer or other disposition of all or
78

substantially all of the assets of the Company (other than a sale, transfer or other disposition
to one or more subsidiaries of the Company).
The Severance Plan may not be amended or terminated without the consent of any Eligible Executive
during the one year prior to or following the occurrence of a change of control, if such amendment
would be adverse to the interest of such Eligible Executive. If any payment or benefit under the
Severance Plan would be a “parachute payment” (within the meaning of Section 280G of the IRC) and
would therefore result in the imposition of an excise tax, an Eligible Executive’s payments and benefits
will not exceed the amount that produces the greatest after-tax benefit to the Eligible Executive.
To receive payments and benefits under the Severance Plan, an Eligible Executive must execute a
release of all claims against the Company. If the Eligible Executive is considered a “specified
employee” under Section 409A of the IRC at the time of their termination of employment, any
amounts payable under the Severance Plan will be delayed for a period of six months if it is determined
that such a delay is necessary in order to prevent the payment from imposing excise taxes on the
executive officer.
Since January 20, 2022, our Severance Plan has included a clawback provision entitled, “Recoupment
in the Event of Subsequently Discovered Cause.” Under this provision, if, after a termination of
employment, the Company discovers that an Eligible Executive had engaged in acts or omissions
during the course of the executive’s employment under circumstances constituting “Cause,” then the
Company may cease the delivery of any further payments or benefits pursuant to the Severance Plan
and any payments and/or the value of any benefits already provided to the Eligible Executive may be
recouped for the benefit of the Company, plus interest at the then-prevailing prime rate. Our Severance
Plan was amended and restated as of August 24, 2023, and such amendment acknowledged that any
recoupment under our Severance Plan would be in addition to any applicable recoupment under our
Recovery of Erroneously Awarded Incentive Compensation Policy. See the section of this proxy
statement entitled, “Clawback Policy.”
Incentive Plan
In addition, executive officers participating in the Incentive Plan, as described further in the
“Compensation Discussion and Analysis” section of this proxy statement, may also receive payments
upon termination of employment. Pursuant to the Incentive Plan, a participant, including each of our
NEOs, must be continuously employed through the last day of the applicable semiannual performance
period and through the later date that cash bonuses under the Incentive Plan for such semiannual
performance period are actually paid. However, participants whose employment terminates due to
death or “disability” during a semiannual performance period will be eligible to receive a pro rata cash
bonus payment based on the number of days the participant was employed during that semiannual
performance period and the Company’s actual performance during the semiannual performance period.
The pro rata bonus amount will be paid to the terminated participant on or before the 15th day of the
third month after the later of (i) the last day of the calendar year in which such participant died or
incurred a “disability” or (ii) the last day of the Company’s taxable year in which such participant died
or incurred a “disability.” Payment under the Incentive Plan would no longer be received if a
participant’s employment was terminated for some other reason during a semiannual performance
period.
For purposes of the Incentive Plan, “disability” means total and permanent disability as defined in
accordance with the Company’s Long-Term Disability Plan.
The discussion and tables below present an estimate of the amount of compensation and/or other
payments and benefits payable to our NEOs in the event of their termination of employment and/or in
79

the event of a change of control of the Company. The amounts disclosed assume that such termination
and/or the occurrence of such change of control was effective as of March 30, 2024, the last day of
fiscal year 2024. We also assume that each NEO was continuously employed by the Company and
under the Severance Plan and the Incentive Plan throughout at least the second half of fiscal year 2024.
The amounts below have been calculated using assumptions, such as these, that we believe to be
reasonable, along with further assumptions that are described in more detail below. The actual amounts
that would be paid under each scenario depend on various factors, which may or may not exist at the
time a NEO’s employment is actually terminated and/or a change of control actually occurs. Therefore,
such amounts and disclosures should be considered “forward-looking statements.”
Severance Benefits Involving Involuntary Termination of Employment Without Cause or
Termination Resulting from Death/Disability
The estimated amount payable to each of our NEOs pursuant to the Severance Plan and the Incentive
Plan in the event of an involuntary termination of employment by the Company other than for cause, or
due to the NEO’s death or disability, in each case, assuming such termination occurred on March 30,
2024 (and was not following a change in control of the Company), and in view of the other
assumptions above, is set forth in the table below. Such termination of employment will not result in
the acceleration of vesting of outstanding equity awards; therefore, there is no value associated with
stock options, RSUs, or PBRSUs in the table below. For purposes of our calculations, we have
assumed that all material compensation elements and expenses have been paid current, and there would
be no need to include additional values for items such as accrued vacation or paid time off.
Name
Salary
Continuation(1) Health Benefits(2)
Cash Bonus
Under
Incentive Plan(3)
Total
John M. Forsyth, President and Chief Executive
Officer
$655,200
$24,574
$409,500
$1,089,274
Venk Nathamuni, Chief Financial Officer
$235,125
$13,767
$176,344
$ 425,236
Gregory S. Thomas, Senior Vice President, General
Counsel
$226,500
$12,287
$169,875
$ 408,662
Jeffrey W. Baumgartner, Vice President, Research and
Development
$215,000
$13,767
$161,250
$ 390,017
Justin Dougherty, Senior Vice President, Global
Operations
$212,500
$12,287
$159,375
$ 384,162
(1)
The salary continuation payment for our CEO represents the value of 12 months of base salary,
based on our CEO’s base salary level in effect on March 30, 2024. For each of the other NEOs,
the amount is based on six months of base salary, at the base salary level in effect on March 30,
2024.
(2)
Amounts attributable to healthcare benefits were computed based on an estimate of the COBRA
payments payable by the Company at the rates in effect as of March 30, 2024 for the following
time periods following termination of employment: 12 months for our CEO and six months for
each of the other NEOs.
(3)
The NEOs would only receive the payments enumerated in this column in the event of a
termination of employment due to death or disability. In the event employment is terminated for
any other reason, the NEO would forfeit these amounts. On a termination due to death or
disability, the NEO would be entitled to a pro rata payment of their bonus under the Incentive
Plan. Because March 30, 2024 is the last day of the semiannual performance period, the NEO
would be entitled to a full payment of the semiannual bonus. As such, we have calculated the cash
80

bonus under the Incentive Plan as the target Incentive Plan Payout Percentage (100%) applied to
each individual’s current target bonus under the Incentive Plan for the semiannual performance
period ending on March 30, 2024.
Severance Benefits Involving a Change of Control
The estimated amount payable to each of our NEOs pursuant to the Severance Plan in the event of a
termination of employment during the 12-month period following a change of control of the Company
by the Company other than for cause, by the NEO for good reason, or due to the NEO’s death or
disability, in each case, assuming such termination occurred on March 30, 2024, and in view of the
other assumptions above, is set forth in the table below. In the event of qualifying termination of
employment following a change of control as described above, the Severance Plan provides that
outstanding equity awards will be accelerated (i.e., such awards are “double trigger”). The potential
application of any cutback required under the Severance Plan due to the operation of Sections 280G
and 4999 of the IRC has not been included in these calculations:
Name
Lump
Sum Salary
Payment(1)
Accelerated
Vesting of
Unvested Equity(2) Health Benefits(3)
Cash
Bonus
Under
Severance
Plan(4)
Total
John M. Forsyth, President and
Chief Executive Officer
$1,310,400
$10,245,925
$36,861
$2,047,500
$13,640,686
Venk Nathamuni, Chief Financial
Officer
$ 470,250
$ 2,358,764
$27,534
$ 529,031
$ 3,385,579
Gregory S. Thomas, Senior Vice
President, General Counsel
$ 453,000
$ 1,579,503
$24,574
$ 509,625
$ 2,566,702
Jeffrey W. Baumgartner, Vice
President, Research and
Development
$ 430,000
$ 1,618,888
$27,534
$ 483,750
$ 2,560,172
Justin Dougherty, Senior Vice
President, Global Operations
$ 425,000
$ 1,582,764
$24,574
$ 478,125
$ 2,510,463
(1)
The lump sum salary payment for our CEO represents the value of 24 months of base salary, based
on our CEO’s base salary level in effect on March 30, 2024. For each of the other NEOs, the
amount is based on 12 months of base salary, at the base salary level in effect on March 30, 2024.
(2)
The valuation of accelerated vesting of unvested equity awards has been computed based on:
(1) the estimated value that would have been realized based on the difference between the
exercise price of the options that were subject to accelerated vesting and the closing market price
of our common stock on March 28, 2024 (the last trading day prior to March 30, 2024), which
was $92.56 per share, and (2) the value of the RSUs and target-level PBRSUs subject to
accelerated vesting based on that same closing market price.
(3)
The valuation of healthcare benefits has been computed based on an estimate of the COBRA
payments payable by the Company at the rates in effect as of March 30, 2024 for the following
time periods following termination of employment: 18 months for our CEO and 12 months for
each of the other NEOs.
(4)
The amounts in this column consist of two components: (a) 100% of the NEO’s annual target
bonus amount as of the termination date (in the case of the CEO, 200%) plus (b) a prorated target
bonus amount corresponding to the current bonus period as of the termination date. Because the
termination is deemed to occur on the last day of the fiscal year, this prorated target bonus
component represents the NEOs’ target bonus amount for the semiannual performance period
ending on March 30, 2024.
81

EQUITY COMPENSATION PLAN INFORMATION
The following table provides information as of March 30, 2024 about shares of our common stock that
may be issued upon the exercise of options, warrants, and rights under the Company’s 2006 Stock
Incentive Plan and the 2018 Long Term Incentive Plan:
(A)
Number of
securities to be
issued upon exercise
of outstanding
options
(B)
Weighted-average
exercise price of
outstanding
options
(C)
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (A))
Equity Compensation Plans Approved
by Security Holders(1) . . . . . . . . . . . .
3,986,607(2)
$74.56(3)
977,766
Equity Compensation Plans Not
Approved by Security Holders . . . . .
—
—
—
TOTAL . . . . . . . . . . . . . . . . . . . . . . .
3,986,607
$ 74.56
977,766
(1)
Represents equity awards under the 2018 Long Term Incentive Plan and 2006 Stock
Incentive Plan; a 1.5 full value award multiplier is applied to all RSUs and PBRSUs granted.
(2)
Includes 3,200,674 shares granted under the 2018 Long Term Incentive Plan that are issuable
upon the vesting of the outstanding RSUs and PBRSUs.
(3)
The weighted average exercise price does not take into account the shares issuable upon the
vesting of the outstanding RSUs and PBRSUs.
PAY RATIO DISCLOSURE
In accordance with Item 402(u) of Regulation S-K, we are providing the following information about
the relationship of the median of the annual total compensation of all employees of our Company
(other than our CEO) and the annual total compensation of John Forsyth, our CEO. For fiscal year
2024:
Š
the median of the annual total compensation of all employees of our Company (other than our
CEO) was $171,498; and
Š
the annual total compensation of our CEO was $8,486,669 (as reflected in the Fiscal Year
2024 Summary Compensation Table included in this proxy statement).
Š
Based on this information, the annual total compensation of our CEO was estimated to be 49.5
times that of the median of the annual total compensation of all employees of our Company
(other than our CEO).
We believe this ratio is a reasonable estimate calculated in a manner consistent with the Securities and
Exchange Commission rules. Different companies may use different methodologies in arriving at a pay
ratio, and as a result, these ratios are not necessarily designed to facilitate comparisons among different
companies. Rather, they allow stockholders to better understand and assess each particular company’s
internal compensation practices.
Identifying the Median Employee
We identified our median employee by considering our employee population as of the last day of our
fiscal year, March 30, 2024. We considered all employees at our consolidated subsidiaries and all
82

worldwide employees other than our CEO, whether employed on a full-time, part-time, temporary, or
seasonal basis. For purposes of selecting our median employee, we used a consistently applied
compensation measure that included (1) base pay during fiscal year 2024 using salary or base pay rate
as of March 30, 2024, (2) all cash bonuses earned during fiscal year 2024, and (3) the aggregate full
grant date fair value of equity awards granted during fiscal year 2024, calculated in accordance with
FASB ASC Topic 718. Compensation paid in foreign currencies was converted to U.S. dollars based
on the average monthly exchange rate for March, 2024. For employees who were employed for less
than the full fiscal year, we annualized their base pay. The value of the Company’s retirement/401(k)
plan and medical benefits provided was excluded, as all employees in a given jurisdiction are offered
the same benefits, and we did not make any cost-of-living adjustments.
Calculating the Ratio
After identifying the median employee, we calculated the elements of such employee’s annual total
compensation for fiscal year 2024 pursuant to Item 402(c)(2)(x) of Regulation S-K: $171,498. For the
annual total compensation of our CEO, we used the amount reported in the “Total” column (column
(j)) of our Fiscal Year 2024 Summary Compensation Table included in this proxy statement:
$8,486,669.
83

PAY VERSUS PERFORMANCE DISCLOSURE
Pay Versus Performance Table
Fiscal
Year
SCT Total
to PEO
(Forsyth)
Compensation
Actually Paid
to PEO
(Forsyth)
SCT Total
to PEO
(Rhode)
Compensation
Actually Paid
to PEO
(Rhode)
Average
SCT Total
for
Non-PEO
NEOs
Average
Compensation
Actually Paid
to Non-PEO
NEOs
Value of Initial
Fixed $100
Investment Based
On:
Net
Income
($000s)
Company
Selected
Measure:
Operating
Profit
Margin
Company
TSR
Peer
Group
TSR
(a)
(b)
(c)
(b’)
(c’)
(d)
(e)
(f)
(g)
(h)
(i)
2024
$8,486,669
$ 2,874,121
N/A
N/A
$1,916,212
$ 747,734
$149
$348 $274,572
25.0%
2023
$8,393,825
$11,345,556
N/A
N/A
$2,393,470
$2,704,444
$171
$219 $176,703
24.9%
2022
$6,624,468
$ 6,333,653
N/A
N/A
$1,737,270
$1,433,114
$142
$243 $326,355
26.5%
2021
$3,835,080
$ 4,824,068
$2,158,910
$2,782,421
$1,676,775
$1,925,001
$134
$212 $217,344
22.4%
(1)
The principal executive officers (PEOs) reflected in columns (b), (c), (b’), and (c’) are John M.
Forsyth, our current Chief Executive Officer, and Jason P. Rhode, our former Chief Executive
Officer. Dr. Rhode was a PEO during fiscal year 2021 but not during fiscal years 2024, 2023, or
2022.
(2)
The non-principal executive officer named executive officers (“NEOs”) reflected in columns
(d) and (e) reflect the following individuals:
FY2024: Venk Nathamuni, Gregory S. Thomas, Jeffrey W. Baumgartner, and Justin Dougherty
FY2023: Venk Nathamuni, Thurman K. Case, Denise Grodé, Gregory S. Thomas, and Jeffrey W.
Baumgartner
FY2022: Thurman K. Case, Gregory S. Thomas, Jeffrey W. Baumgartner, and Andy Brannan
FY2021: Thurman K. Case, Gregory S. Thomas, Jeffrey W. Baumgartner, and Jo-Dee M. Benson
(3)
The “Peer Group TSR” of column (g) and within this Pay Versus Performance Disclosure
corresponds to the Philadelphia Semiconductor Index (“PHLX Semiconductor”), which we also
utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our
Annual Report for the fiscal year ended March 30, 2024. The comparison assumes $100 was
invested in the Company and in the PHLX Semiconductor, respectively, for the period beginning
after markets closed on last trading day before the earliest fiscal year in the table through the end
of the noted fiscal year in the table.
(4)
The Net Income of column (h) is GAAP net income as reported under the Company’s
Consolidated Statements of Income on Form 10-K for the applicable fiscal year.
(5)
The Company Selected Measure of column (i) is our Operating Profit Margin, which corresponds
to the metric defined in our 2007 Management and Key Individual Contributor Incentive Plan
(“Incentive Plan”), which is used (along with revenue growth) in the calculation of cash bonuses.
This Operating Profit Margin metric is discussed in the Compensation Discussion and Analysis
subsection entitled, “Incentive Plan Pay-Out Percentage” of the Company’s proxy statements.
Effective fiscal year 2023, the definition of Operating Profit Margin was changed with the
intention that Operating Profit Margin would be equivalent to our publicly-reported non-GAAP
operating profit. The figures presented in column (i) for fiscal years 2022 and 2021 are calculated
under this current definition of Operating Profit Margin, aligning with our non-GAAP operating
profit figures for those fiscal years.
(6)
To calculate the Compensation Actually Paid (CAP) of columns (c) and (e), the following
adjustments were made to the Summary Compensation Table (“SCT”) total compensation of
columns (b) and (d):
84

PEO SCT Total to CAP Reconciliation
Fiscal
Year
Salary
Bonus
Non-Equity
Incentive Plan
Compensation
Stock and
Option Award
Compensation
Other
Compensation
Summary
Compensation
Table Total
Deductions
from
Summary
Compensation
Table Total
Adjustments
to Summary
Compensation
Table Total
Compensation
Actually Paid
(i)
(ii)
(iii)
(iv)
2024
$675,619
$—
$ 799,969
$7,000,214
$10,867
$8,486,669
$(7,000,214)
$1,387,666
$ 2,874,121
2023
$700,000
$—
$1,182,058
$6,500,117
$11,650
$8,393,825
$(6,500,117)
$9,451,848
$11,345,556
2022
$613,077
$—
$1,497,350
$4,500,031
$14,010
$6,624,468
$(4,500,031)
$4,209,216
$ 6,333,653
2021
(Forsyth)
$443,077
$—
$ 868,132
$2,509,489
$14,382
$3,835,080
$(2,509,489)
$3,498,477
$ 4,824,068
2021
(Rhode)
$692,308
$—
$1,457,042
$
—
$ 9,560
$2,158,910
$
—
$ 623,511
$ 2,782,421
Average Non-PEO NEO SCT Total to Average CAP Reconciliation
Fiscal
Year
Salary
Bonus
Non-Equity
Incentive Plan
Compensation
Stock and
Option Award
Compensation
Other
Compensation
Summary
Compensation
Table Total
Deductions
from
Summary
Compensation
Table Total
Adjustments
to Summary
Compensation
Table Total
Compensation
Actually Paid
(i)
(ii)
(iii)
(iv)
2024
$445,017 $
—
$325,674
$1,125,221
$20,300
$1,916,212
$(1,125,221)
$
(43,257)
$ 747,734
2023
$400,929 $42,000
$422,520
$1,465,118
$62,902
$2,393,470
$(1,465,118)
$1,776,092
$2,704,444
2022
$408,257 $
—
$712,785
$ 600,074
$16,155
$1,737,270
$ (600,074)
$ 295,918
$1,433,114
2021
$380,249 $
—
$500,338
$ 783,353
$12,836
$1,676,775
$ (783,353)
$1,031,579
$1,925,001
i.
Reflects average of one-time cash signing bonuses reported in the SCT for our NEOs for each
fiscal year shown.
ii.
Reflects average “all other compensation” reported in the SCT for each fiscal year shown.
iii.
Represents the average grant date fair value of equity-based awards granted each year as
determined in accordance with FASB ASC Topic 718.
iv.
Reflects the value of equity awards calculated in accordance with the SEC methodology for
determining average non-PEO NEO CAP (as set forth in Item 402(v) of Regulation S-K) for each
fiscal year shown. The equity component of CAP for each covered fiscal year is further detailed in
the supplemental tables immediately below, where column (a) represents the fair value of equity
awards granted during the covered fiscal year that are outstanding and unvested as the end of the
covered fiscal year, column (b) reflects the change in fair value of any outstanding and unvested
equity awards granted in any prior fiscal year from the end of such prior fiscal year to the end of
the covered fiscal year, and column (c) reflects the change in fair value of any equity awards
granted in any prior fiscal year from the end of the prior fiscal year to the vesting date at the end
of or during the covered fiscal year.
85

PEO Equity Component of CAP
FY2024
(Forsyth)
Fair Value of
Current Year
Equity Awards
at 3/30/2024
Change in Fair
Value of Prior
Year Unvested
Equity Awards at
3/30/2024
Change in Fair
Value of Prior
Year Equity
Awards that
Vested in FY2024
Equity Adjustment
Included in
Compensation
Actually Paid
Equity Type
(a)
(b)
(c)
(d) = (a) + (b) + (c)
RSUs
$2,316,407
$ (497,902)
$ (150,495)
$1,668,010
PBRSUs
$2,377,796
$(2,249,914)
$ (941,081)
$ (813,199)
Options
$2,202,990
$ (873,957)
$ (796,178)
$ 532,855
Total
$6,897,193
$(3,621,773)
$(1,887,754)
$1,387,666
FY2023
(Forsyth)
Fair Value of
Current Year
Equity Awards
at 3/25/2023
Change in Fair
Value of Prior
Year Unvested
Equity Awards at
3/25/2023
Change in Fair
Value of Prior
Year Equity
Awards that
Vested in FY2023
Equity Adjustment
Included in
Compensation
Actually Paid
Equity Type
(a)
(b)
(c)
(d) = (a) + (b) + (c)
RSUs
$2,234,918
$ 523,074
$ 198,312
$2,956,304
PBRSUs
$2,412,067
$1,380,056
$ (36,068)
$3,756,055
Options
$2,287,051
$ 566,644
$(114,206)
$2,739,489
Total
$6,934,036
$2,469,774
$
48,038
$9,451,848
FY2022
(Forsyth)
Fair Value of
Current Year
Equity Awards
at 3/26/2022
Change in Fair
Value of Prior
Year Unvested
Equity Awards at
3/26/2022
Change in Fair
Value of Prior
Year Equity
Awards that
Vested in FY2022
Equity Adjustment
Included in
Compensation
Actually Paid
Equity Type
(a)
(b)
(c)
(d) = (a) + (b) + (c)
RSUs
$1,494,764
$ 163,758
$(119,378)
$1,539,144
PBRSUs
$1,519,058
$(146,903)
$(244,199)
$1,127,956
Options
$1,482,061
$ 104,691
$ (44,636)
$1,542,116
Total
$4,495,883
$ 121,546
$(408,213)
$4,209,216
FY2021
(Forsyth)
Fair Value of
Current Year
Equity Awards
at 3/27/2021
Change in Fair
Value of Prior
Year Unvested
Equity Awards at
3/27/2021
Change in Fair
Value of Prior
Year Equity
Awards that
Vested in FY2021
Equity Adjustment
Included in
Compensation
Actually Paid
Equity Type
(a)
(b)
(c)
(d) = (a) + (b) + (c)
RSUs
$1,010,730
$ 742,157
$ 55,600
$1,808,487
PBRSUs
$ 742,965
$(344,986)
$
—
$ 397,979
Options
$ 938,430
$ 293,886
$ 59,695
$1,292,011
Total
$2,692,125
$ 691,057
$115,295
$3,498,477
86

FY2021
(Rhode)
Fair Value of
Current Year
Equity Awards
at 3/27/2021
Change in Fair
Value of Prior
Year Unvested
Equity Awards
at 3/27/2021
Change in Fair
Value of Prior
Year Equity
Awards that
Vested in FY2021
Equity Adjustment
Included in
Compensation
Actually Paid
Equity Type
(a)
(b)
(c)
(d) = (a) + (b) + (c)
RSUs
$—
$
891,053
$ 173,750
$ 1,064,803
PBRSUs
$—
$(1,103,182)
$(625,600)
$(1,728,782)
Options
$—
$ 1,064,049
$ 223,441
$ 1,287,490
Total
$—
$
851,920
$(228,409)
$
623,511
Average Non-PEO Equity Component of CAP
FY2024
Average Fair
Value of Current
Year Equity
Awards at
3/30/2024
Average Change
in Fair Value of
Prior Year
Unvested Equity
Awards at
3/30/2024
Average Change
in Fair Value of
Prior Year Equity
Awards that
Vested in FY2024
Equity Adjustment
Included in
Compensation
Actually Paid
Equity Type
(a)
(b)
(c)
(d) = (a) + (b) + (c)
RSUs
$ 372,346
$ (92,575)
$ (57,773)
$ 221,998
PBRSUs
$ 382,267
$(376,528)
$(236,875)
$(231,136)
Options
$ 354,058
$(168,946)
$(219,231)
$ (34,119)
Total
$1,108,671
$(638,049)
$(513,879)
$ (43,257)
FY2023
Average Fair
Value of Current
Year Equity
Awards at
3/25/2023
Average Change
in Fair Value of
Prior Year
Unvested Equity
Awards at
3/25/2023
Average Change
in Fair Value of
Prior Year Equity
Awards that
Vested in FY2023
Equity Adjustment
Included in
Compensation
Actually Paid
Equity Type
(a)
(b)
(c)
(d) = (a) + (b) + (c)
RSUs
$ 656,263
$ 51,670
$(106,862)
$ 601,071
PBRSUs
$ 459,696
$134,568
$ (60,710)
$ 533,554
Options
$ 687,446
$ 60,702
$(106,681)
$ 641,467
Total
$1,803,405
$246,940
$(274,253)
$1,776,092
FY2022
Average Fair
Value of Current
Year Equity
Awards at
3/26/2022
Average Change
in Fair Value of
Prior Year
Unvested Equity
Awards at
3/26/2022
Average Change
in Fair Value of
Prior Year Equity
Awards that
Vested in FY2022
Equity Adjustment
Included in
Compensation
Actually Paid
Equity Type
(a)
(b)
(c)
(d) = (a) + (b) + (c)
RSUs
$199,319
$
35,456
$ (92,461)
$142,314
PBRSUs
$202,583
$(105,146)
$(148,911)
$ (51,474)
Options
$195,545
$
50,133
$ (40,600)
$205,078
Total
$597,447
$ (19,557)
$(281,972)
$295,918
87

FY2021
Average Fair
Value of Current
Year Equity
Awards at
3/27/2021
Average Change
in Fair Value of
Prior Year
Unvested Equity
Awards at
3/27/2021
Average Change
in Fair Value of
Prior Year Equity
Awards that
Vested in FY2021
Equity Adjustment
Included in
Compensation
Actually Paid
Equity Type
(a)
(b)
(c)
(d) = (a) + (b) + (c)
RSUs
$315,521
$ 257,430
$ 38,399
$ 611,350
PBRSUs
$231,896
$(327,246)
$(78,200)
$ (173,550)
Options
$288,566
$ 249,545
$ 55,668
$ 593,779
Total
$835,983
$ 179,729
$ 15,867
$1,031,579
Fair Value Inputs Used to Calculate CAP
FY2024
FY2023
FY2022
FY2021
Expected stock price volatility . . .
32.65%
34.79%
41.66%
43.85%
Risk-free interest rate . . . . . . . . . . .
4.38% - 5.02%
2.95% - 4.33%
0.80% - 2.48%
0.02% - 0.75%
Expected term (in years) . . . . . . . .
0.9 - 6.2
0.9 - 6.5
0.6 - 5.9
0.1 - 6.1
Dividend yield . . . . . . . . . . . . . . . .
0%
0%
0%
0%
Tabular List of Financial Performance Measures
We consider the following, listed in no particular order, to be the most important financial performance
measures we use to link compensation actually paid to our NEOs, for fiscal year 2024, to Company
performance.
Š
Operating Profit Margin
Š
Revenue Growth
Š
Relative TSR
Operating Profit Margin, which is a metric defined in our Incentive Plan and is intended to be
equivalent to our non-GAAP operating profit margin, and revenue growth are both used in the
calculation of cash bonuses under the Incentive Plan. As described in the Compensation Discussion
and Analysis section of this proxy statement, these two metrics determine a cash bonus payout
percentage. Relative TSR is a metric we use to determine the payout percentage, ranging between 0–
200%, for performance-based RSUs (PBRSUs). As described in the Compensation Discussion and
Analysis section of this proxy statement, for PBRSU grants starting in February 2024, the Company’s
TSR is measured relative to the TSR of the component companies of the Russell 3000 Index. For
PBRSU grants prior to February 2024, the Philadelphia Semiconductor Index was used as our relative
TSR comparison index.
Relationship Between CAP and Financial Performance Measures
In the charts below, the PEO figures include amounts for our current CEO, Mr. Forsyth, and as a
separate bar, amounts corresponding to Dr. Rhode’s tenure as our CEO during a segment of fiscal year
2021.
In the first chart, PEO amounts are generally aligned with the Company’s TSR, as a decrease in stock
price during fiscal year 2024 drove both a lower TSR and a decline in the equity component of CAP.
The “Peer Group TSR” of this chart corresponds to the Philadelphia Semiconductor Index.
In the second chart, the increase of GAAP net income relative to PEO CAP can be attributed to at least
two factors. First, a decrease in stock price during fiscal year 2024 drove a decrease in the equity
88

component of CAP. Second, among other GAAP operating expenses that took place during fiscal year
2023, the Company recorded $85.8 million in intangibles impairment charges related to the Lion
Semiconductor acquisition and $10.6 million in lease impairments and restructuring costs.
Restructuring charges in fiscal year 2024 were notably lower.
In the third chart, Operating Profit Margin has remained generally flat, while the illustrated CAP
figures have varied as described above.
The average CAP to our non-PEO NEOs decreased from fiscal year 2023 to fiscal year 2024. This
decrease was primarily driven by changes in the Company’s stock price during fiscal year 2024, and
the impact this decrease had on the fair value of outstanding equity awards.
1.
CAP versus Company TSR and Company TSR versus Peer Group TSR
CAP to PEO (Forsyth)
Company TSR
CAP to PEO (Rhode)
Avg CAP to Non-PEO NEOs
Peer Group TSR (PHLX Semiconductor)
$400
$300
$200
$100
$0
2021
Compensation Actually Paid ($000s)
Total Shareholder Return Value of Initial
Fixed $100 Investment
2022
2023
2024
$2,782
$4,824
$212
$243
$2,704
$2,874
$748
$6,334
$1,925
$11,346
$12,000
$10,000
$8,000
$6,000
$4,000
$2,000
$
$219
$348
$171
$149
$142
$1,433
$134
89

2.
CAP versus GAAP Net Income
$12,000
$10,000
$8,000
$6,000
$4,000
$2,000
$
$
CAP to PEO (Rhode)
CAP to PEO (Forsyth)
Company Net Income
Avg CAP to Non-PEO NEOs
2021
Compensation Actually Paid ($000s)
Net Income ($ Millions)
2022
2024
2023
$2,782
$217
$326
$2,704
$2,874
$748
$1,925
$11,346
$1,433
$4,824
$275
$177
$6,334
$400
$300
$200
$100
3.
CAP versus Company-Selected Measure (CSM) (Operating Profit Margin)
CAP to PEO (Rhode)
CAP to PEO (Forsyth)
Operating Profit Margin
Avg CAP to Non-PEO NEOs
$12,000
$10,000
$8,000
$6,000
$4,000
$2,000
$
2021
Compensation Actually Paid ($000s)
Operating Profit Margin
2022
2024
2023
$2,782
22.4%
26.5%
$2,704
$2,874
$748
$1,925
$11,346
$1,433
$4,824
$6,334
30.0%
20.0%
10.0%
24.9%
25.0%
90

REPORT OF THE AUDIT COMMITTEE
OF THE BOARD
The Audit Committee is comprised solely of independent directors, as defined by the applicable
Nasdaq listing standards and rules of the SEC, and it operates under a written charter adopted by the
Board, which is available under the Corporate Governance section of our “Investors” page on our
website at investor.cirrus.com. The composition of the Audit Committee, the attributes of its members,
and the responsibilities of the Audit Committee, as reflected in its charter, are intended to comply with
applicable requirements for corporate audit committees. The Audit Committee continues to review and
assess the adequacy of its charter on an annual basis, and will revise it to comply with new rules and
regulations as they are adopted.
As described more fully in its charter, the primary focus of the Audit Committee is to assist the Board
in its general oversight of the Company’s financial reporting, internal control, and audit functions.
Management is responsible for the preparation, presentation, and integrity of the Company’s financial
statements; accounting and financial reporting principles; internal controls; and procedures designed to
assure compliance with accounting standards, applicable laws, and regulations. The Company’s
independent registered public accounting firm, Ernst & Young, is responsible for performing an
independent audit of the consolidated financial statements in accordance with the standards of the
Public Company Accounting Oversight Board (“PCAOB”).
In accordance with the Sarbanes-Oxley Act and the Nasdaq listing standards, the Audit Committee has
ultimate authority and responsibility to select, compensate, evaluate and, when appropriate, replace the
Company’s independent registered public accounting firm.
The Audit Committee serves an oversight role for the Board in which it provides advice, counsel, and
direction to management and the auditors on the basis of the information it receives, discussions with
management and the auditors, and the experience of the Audit Committee’s members in business,
financial, and accounting matters. The Audit Committee members are not professional auditors, and
their functions are not intended to duplicate or to certify the activities of management and the
independent auditors, nor can the Audit Committee certify that the independent auditors are
“independent” under applicable rules.
In this context, the Audit Committee has met and held discussions with management and Ernst &
Young. Management represented to the Audit Committee that the audited financial statements of the
Company contained in the Company’s Annual Report to Stockholders for the fiscal year ended
March 30, 2024, were prepared in accordance with U.S. generally accepted accounting principles, and
the Audit Committee has reviewed and discussed the consolidated financial statements with
management and the independent auditors. The Audit Committee discussed with Ernst & Young
matters required to be discussed by the applicable requirements of the PCAOB and the SEC.
The Audit Committee has received and reviewed the written disclosures and the letter from Ernst &
Young required by applicable PCAOB rules regarding the independent accountant’s communications
with the Audit Committee concerning independence, and the Audit Committee discussed with Ernst &
Young the firm’s independence. In addition, the Audit Committee has considered whether the
provision of non-audit services is compatible with maintaining Ernst & Young’s independence.
Based upon the Audit Committee’s discussions with management and the independent auditors, the
Audit Committee’s review of the representations of management, and the report of the independent
auditors to the Audit Committee, the Audit Committee recommended that the Board include the
audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal
year ended March 30, 2024, as filed with the SEC.
Submitted by the Audit Committee of the Board:
Alexander M. Davern, Chair
Deirdre R. Hanford
Catherine P. Lego
91

AUDIT AND NON-AUDIT FEES AND SERVICES
Audit and Related Fees
The following table shows the fees accrued by the Company for the audit and other services provided
by Ernst & Young for fiscal years 2024 and 2023. The Audit Committee pre-approved 100% of these
services and related fee amounts.
2024
2023
Audit Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,495,000
$1,495,000
Audit-Related Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
35,000
$
40,000
Tax Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 127,013
$ 109,687
All Other Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
5,000
$
5,000
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,662,013
$1,649,687
Audit Fees.
Audit services consisted of the audit of the Company’s consolidated financial statements
and of management’s assessment of the operating effectiveness of internal control over financial
reporting included in the Company’s Annual Report on Form 10-K, the review of the Company’s
financial statements included in its quarterly reports on Form 10-Q, and statutory audits required
internationally.
Audit-Related Fees.
Audit-related services generally include fees for accounting consultations in
connection with acquisitions, internal control reviews, or due diligence.
Tax Fees.
The fiscal year 2024 tax fees relate to technical tax advice and tax planning. The fiscal
year 2023 tax fees included $100,000 in tax compliance and tax return preparation services. The
remainder of the fiscal year 2023 tax fees related to technical fees including technical tax advice and
tax planning.
All Other Fees.
The other fees correspond to an Ernst & Young research tool.
Pre-Approval Policies and Procedures
The Audit Committee has adopted a written policy for the pre-approval of audit, audit-related, and
non-audit services provided by the Company’s independent registered public accounting firm.
For audit and audit-related services, the independent auditor will provide the Audit Committee with an
engagement letter and estimated budget for formal acceptance and approval. A list of non-audit
services and estimated budget for such services for the upcoming fiscal year are submitted to the Audit
Committee by Company management for pre-approval. To ensure prompt handling of unexpected
non-budgeted non-audit related services, the Audit Committee has delegated to its Chair the authority
to amend or modify the list of approved permissible non-audit services and fees if the cost of the
service is less than $100,000. Any such unexpected services for which the cost is more than $100,000
are approved by the Audit Committee. If the Chair takes any action, the Chair will report such action to
the Audit Committee at the next Audit Committee meeting.
92

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Indemnification and Insurance.
Our Bylaws require us to indemnify our directors and executive
officers to the fullest extent permitted by Delaware law. We have entered into indemnification
agreements with all of our directors and executive officers and have purchased directors’ and officers’
liability insurance.
Procedures for Review, Approval, and Ratification of Related Party Transactions.
The Board
recognizes that Related Party Transactions (as defined below) can present conflicts of interest and
questions as to whether transactions are in the best interests of the Company. Accordingly, the Board
has documented and implemented certain procedures for the review, approval, or ratification of
Related Party Transactions greater than $50,000. Related Party Transactions less than $50,000 are
reported to the Audit Committee at least annually.
Pursuant to these procedures, the Audit Committee must review, approve, or ratify any such
transactions with Related Persons (as defined below). When it is impractical to wait for a scheduled
Audit Committee meeting, a proposed Related Party Transaction may be submitted to the Audit
Committee Chair for approval and then subsequently reported to the Audit Committee at the next
Audit Committee meeting.
This procedure seeks to promote Company decisions that are based on the merits of the transaction and
the interests of the Company and its stockholders. While it is the Company’s preference to avoid
Related Party Transactions, this procedure sets forth a methodology for considering a proposed Related
Party Transaction in which the standard to be applied is whether such transaction is on terms no less
favorable than terms generally available to an unaffiliated third-party under the same or similar
circumstances and the extent of the Related Person’s interest in the transaction.
For these purposes, a “Related Person” is any person who: (1) is, or at any time since the beginning of
the Company’s last fiscal year was, a director or executive officer of the Company; (2) is known to be
the beneficial owner of more than 5% of any class of the Company’s voting securities; (3) is an
immediate family member of any of the foregoing persons; or (4) any firm, corporation, or other entity
in which any of the foregoing persons is employed or is a director, general partner or principal or in a
similar position, or in which such person has a 5% or greater beneficial ownership interest.
For these purposes, a “Related Party Transaction” is a transaction, arrangement or relationship (or any
series of similar transactions, arrangements or relationships) in which the Company was, is or will be a
participant and in which a Related Person had, has, or will have a direct or indirect interest.
Transactions with Related Persons.
For fiscal year 2024, we had no related party transactions that
were required to be disclosed in accordance with SEC regulations.
HOUSEHOLDING
The SEC has adopted rules that permit companies and intermediaries (such as stockbrokers) to
implement a delivery procedure called “householding.” Under this procedure, multiple stockholders
who reside at the same address may receive a single copy of our annual report and proxy materials,
including the Notice of Internet Availability of proxy materials, unless the affected stockholder has
provided contrary instructions. This procedure reduces printing costs and postage fees.
This year, we expect that a number of stockbrokers with account holders who beneficially own
common stock will be “householding” our annual report and proxy materials, including the Notice of
Internet Availability of the proxy materials. A single Notice of Internet Availability of the proxy
materials and, if applicable, a single set of annual report and other proxy materials will be delivered to
93

multiple stockholders sharing an address unless contrary instructions have been received from the
affected stockholders. Once you have received notice from your stockbroker that it will be
“householding” communications to your address, “householding” will continue until you are notified
otherwise or until you revoke your consent. Conversely, if multiple stockholders who reside at the
same address receive multiple copies of our annual report and proxy materials, they may provide
instructions if they prefer to receive only one copy of such materials. Stockholders may provide
instructions or change their instructions at any time by contacting Broadridge, either by calling toll-free
(866)-540-7095, or by writing to Broadridge, Householding Department, 51 Mercedes Way,
Edgewood, New York 11717.
If you contact Broadridge using the contact information above, we will promptly deliver to you a
separate copy of our Annual Report, Notice of Internet Availability of the proxy materials, and the
proxy materials for the 2024 Annual Meeting, and for future meetings, if you so request. Please also
contact Broadridge if you wish to request delivery of a single copy of those materials if you currently
receive multiple copies.
COMMUNICATING WITH US
Communicating with the Board
If you would like to contact the Board, including a Committee, you may write to the following address:
Board of Directors
c/o Corporate Secretary
Cirrus Logic, Inc.
800 W. 6th Street
Austin, Texas 78701
The Corporate Secretary or Chair of the Governance and Nominating Committee, as appropriate,
reviews all correspondence addressed to the Board and regularly forwards to the Board all such
correspondence that, in the opinion of the Corporate Secretary or Chair of the Governance and
Nominating Committee, deals with the functions of the Board or the Committees. Directors may at any
time review a log of all correspondence received by the Company that is addressed to the Board or
individual Board members. Concerns relating to accounting, internal controls, or auditing issues will be
immediately brought to the attention of the Chair of the Audit Committee.
Other Communications
If you would like to receive information about the Company, you may use one of these convenient
methods:
1.
To have information such as our latest Annual Report on Form 10-K or Quarterly Report on Form
10-Q mailed to you, please call our Investor Relations Department at (512) 851-4125.
2.
To view our home page on the internet, use our website address: www.cirrus.com. Our home page
provides you access to product, marketing and financial data, job listings, and an online version of
this proxy statement, our Annual Report on Form 10-K, and other filings with the SEC.
If you would like to write to us, please send your correspondence to the following address:
Cirrus Logic, Inc.
Attention: Investor Relations
800 W. 6th Street
Austin, TX 78701
94

If you would like to inquire about stock transfer requirements, lost certificates, and change of
stockholder address, please contact our transfer agent, Computershare Investor Services, at (877)
373-6374 (toll free) or (781) 575-2879 or by visiting their website at www.investorcentre.com (click
the “need help” and then “contact us” links).
If you would like to report any inappropriate, illegal, or criminal conduct by any employee, agent, or
representative of the Company; any violation of the Company’s Code of Conduct; or any complaint or
concern including those regarding accounting, internal accounting controls or auditing matters, you
may file an anonymous and confidential report by contacting EthicsPoint, an independent reporting
system provider, by telephone at 1-866-384-4277 (1-866-ETHICSP), or through its website at
cirruslogic.ethicspoint.com.
95

ANNUAL REPORT
On May 24, 2024, we filed with the SEC an Annual Report on Form 10-K for the fiscal year ended
March 30, 2024. The Annual Report on Form 10-K has been provided concurrently with this proxy
statement to all stockholders entitled to notice of, and to vote at, the Annual Meeting.
Stockholders may also obtain a copy of the Annual Report on Form 10-K and any of our other SEC
reports, free of charge, (1) from the SEC’s website at www.sec.gov , (2) from our website at
investor.cirrus.com, or (3) by writing to Investor Relations, Cirrus Logic, Inc., 800 W. 6th Street,
Austin, TX 78701. The Annual Report on Form 10-K is not incorporated into this proxy statement and
is not considered proxy solicitation material.
BY ORDER OF THE BOARD OF DIRECTORS
John M. Forsyth
President and Chief Executive Officer
Austin, Texas
June 3, 2024
96

ANNEX
INCENTIVE PLAN RECONCILIATION
(in thousands)
6 Months Ended
2H’24
1H’24
Net Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$990,811
$798,079
Cost of Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$480,722
$392,096
Gross Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$510,089
$405,983
Total Operating Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$290,165
$282,441
Total Operating Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$219,924
$123,542
Operating Income Percentage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22%
15%
Operating Income Reconciliation
GAAP Operating Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$219,924
$123,542
Amortization of acquisition intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
3,945
$
4,340
Stock compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 45,225
$ 44,046
Other adjustments ** . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(360) $
6,424
Non-GAAP Operating Income Used for Incentive Plan . . . . . . . . . . . . . . . . .
$268,734
$178,352
Non-GAAP Operating Income Percentage Used for Incentive Plan . . . . . . . . . .
27%
22%
**
Other adjustments includes restructuring costs, and certain acquisition-related expenses, which
for 2H’24 includes $(0.4M) in restructuring benefit. Acquisition-related costs of $4.1 million and
restructuring costs of $2.3 million are reflected for 1H’24.
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Exhibit 1
CIRRUS LOGIC, INC.
Amended and Restated 2018 Long Term Incentive Plan
1. Purpose. The purpose of the Cirrus Logic, Inc. Amended and Restated 2018 Long Term
Incentive Plan (the “Plan”) is to amend and restate the Cirrus Logic, Inc. 2018 Long Term Incentive
Plan, as amended (the “Original Plan”) to provide a means through which (a) Cirrus Logic, Inc., a
Delaware corporation (the “Company”), and its Affiliates may attract, retain and motivate qualified
persons as employees, directors and consultants, thereby enhancing the profitable growth of the
Company and its Affiliates and (b) persons upon whom the responsibilities of the successful
administration and management of the Company and its Affiliates rest, and whose present and
potential contributions to the Company and its Affiliates are of importance, can acquire and maintain
stock ownership or awards the value of which is tied to the performance of the Company, thereby
strengthening their concern for the Company and its Affiliates. Accordingly, the Plan provides for the
grant of Options, SARs, Restricted Stock, Restricted Stock Units, Stock Awards, Other Stock-Based
Awards, Cash Awards, Substitute Awards, Performance Awards, or any combination of the foregoing,
as determined by the Committee in its sole discretion.
2. Definitions. For purposes of the Plan, the following terms shall be defined as set forth below:
(i) “Affiliate” means any corporation, partnership, limited liability company, limited liability
partnership, association, trust or other organization that, directly or indirectly, controls, is controlled
by, or is under common control with, the Company. For purposes of the preceding sentence, “control”
(including, with correlative meanings, the terms “controlled by” and “under common control with”), as
used with respect to any entity or organization, shall mean the possession, directly or indirectly, of the
power (i) to vote more than 50% of the securities having ordinary voting power for the election of
directors of the controlled entity or organization or (ii) to direct or cause the direction of the
management and policies of the controlled entity or organization, whether through the ownership of
voting securities, by contract, or otherwise.
(ii) “ASC Topic 718” means the Financial Accounting Standards Board Accounting
Standards Codification Topic 718, Compensation – Stock Compensation, as amended or any successor
accounting standard.
(iii) “Award” means any Option, SAR, Restricted Stock, Restricted Stock Unit, Stock
Award, Other Stock-Based Award, Cash Award, Substitute Award or Performance Award, together
with any other right or interest, granted under the Plan.
(iv) “Award Agreement” means any written instrument (including any employment,
severance or change in control agreement) that sets forth the terms, conditions, restrictions and/or
limitations applicable to an Award, in addition to those set forth under the Plan.
(v) “Board” means the Board of Directors of the Company.
(vi) “Cash Award” means an Award denominated in cash granted under Section 6(h).
(vii) “Change in Control” means, except as otherwise provided in an Award Agreement, the
occurrence of any of the following events after the Effective Date: (i) the Company will not be the
surviving entity in any merger, share exchange, or consolidation (or survives only as a subsidiary of an
entity), (ii) the Company sells, leases, or exchanges all or substantially all of its assets to any other
person or entity, (iii) the Company is dissolved and liquidated, (iv) any person or entity, including a
“group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or
1

control (including, without limitation, power to vote) of more than 50% of the outstanding shares of the
Company’s voting stock (based upon voting power), or (v) at such time as the Company becomes a
reporting company under the Exchange Act, as a result of or in connection with a contested election of
directors, the persons who were directors of the Company before such election will cease to constitute
a majority of the Board; provided, however, that a Change in Control will not include (A) any
reorganization, merger, consolidation, sale, lease, exchange, or similar transaction, which involves
solely the Company and one or more entities wholly-owned, directly or indirectly, by the Company
immediately prior to such event or (B) the consummation of any transaction or series of integrated
transactions immediately following which the record holders of the voting stock of the Company
immediately prior to such transaction or series of transactions continue to hold 50% or more of the
voting stock (based upon voting power) of (1) any entity that owns, directly or indirectly, the stock of
the Company, (2) any entity with which the Company has merged, or (3) any entity that owns an entity
with which the Company has merged. Notwithstanding anything to the contrary within this definition,
with respect to any Award that is subject to Section 409A of the Code, a “Change in Control” shall not
occur unless that Change in Control also constitutes a “change in the ownership of a corporation,” a
“change in the effective control of a corporation,” or a “change in the ownership of a substantial
portion of a corporation’s assets,” in each case, within the meaning of 1.409A-3(i)(5) of the regulations
promulgated under Section 409A of the Code.
(viii) “Change in Control Price” means the amount determined in the following clause (i),
(ii), (iii), (iv) or (v), whichever the Committee determines is applicable, as follows: (i) the price per
share offered to holders of Stock in any merger or consolidation, (ii) the per share Fair Market Value of
the Stock immediately before the Change in Control or other event without regard to assets sold in the
Change in Control or other event and assuming the Company has received the consideration paid for
the assets in the case of a sale of the assets, (iii) the amount distributed per share of Stock in a
dissolution transaction, (iv) the price per share offered to holders of Stock in any tender offer or
exchange offer whereby a Change in Control or other event takes place, or (v) if such Change in
Control or other event occurs other than pursuant to a transaction described in clauses (i), (ii), (iii), or
(iv) of this Section 2(h), the value per share of the Stock that may otherwise be obtained with respect to
such Awards or to which such Awards track, as determined by the Committee as of the date
determined by the Committee to be the date of cancellation and surrender of such Awards. In the event
that the consideration offered to stockholders of the Company in any transaction described in this
Section 2(h) or in Section 8(f) consists of anything other than cash, the Committee shall determine the
fair cash equivalent of the portion of the consideration offered which is other than cash and such
determination shall be binding on all affected Participants to the extent applicable to Awards held by
such Participants.
(ix) “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time,
including the guidance and regulations promulgated thereunder and successor provisions, guidance and
regulations thereto.
(x) “Committee” means a committee of two or more directors designated by the Board to
administer the Plan; provided, however, that, unless otherwise determined by the Board, the
Committee shall consist solely of two or more Qualified Members.
(xi) “Effective Date” means July 26, 2024.
(xii) “Eligible Person” means any individual who, as of the date of grant of an Award, is an
officer or employee of the Company or of any of its Affiliates, and any other person who provides
services to the Company or any of its Affiliates, including directors and consultants of the Company;
provided, however, that, any such individual must be an “employee” of the Company or any of its
2

parents or subsidiaries within the meaning of General Instruction A.1(a) to Form S-8 if such individual
is granted an Award that may be settled in Stock. An employee on leave of absence may be an Eligible
Person.
(xiii) “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended from
time to time, including the guidance, rules and regulations promulgated thereunder and successor
provisions, guidance, rules and regulations thereto.
(xiv) “Fair Market Value” of a share of Stock means, as of any specified date, (i) if the
Stock is listed on a national securities exchange, the closing sales price of the Stock, as reported on the
stock exchange composite tape on that date (or if no sales occur on such date, on the last preceding
date on which such sales of the Stock are so reported); (ii) if the Stock is not traded on a national
securities exchange but is traded over the counter on such date, the average between the reported high
and low bid and asked prices of Stock on the most recent date on which Stock was publicly traded on
or preceding the specified date; or (iii) in the event Stock is not publicly traded at the time a
determination of its value is required to be made under the Plan, the amount determined by the
Committee in its discretion in such manner as it deems appropriate, taking into account all factors the
Committee deems appropriate, including the Nonqualified Deferred Compensation Rules.
Notwithstanding this definition of Fair Market Value, with respect to one or more Award types, or for
any other purpose for which the Committee must determine the Fair Market Value under the Plan, the
Committee may elect to choose a different measurement date or methodology for determining Fair
Market Value so long as the determination is consistent with the Nonqualified Deferred Compensation
Rules and all other applicable laws and regulations.
(xv) “Full-Value Award” means an Award other than an Option, a SAR or other Award
whose intrinsic value is solely dependent on appreciation in the price of the Stock after the date of
grant.
(xvi) “ISO” means an Option intended to be and designated as an “incentive stock option”
within the meaning of Section 422 of the Code.
(xvii) “Nonqualified Deferred Compensation Rules” means the limitations or requirements
of Section 409A of the Code, as amended from time to time, including the guidance and regulations
promulgated thereunder and successor provisions, guidance and regulations thereto.
(xviii) “Nonstatutory Option” means an Option that is not an ISO.
(xix) “Option” means a right, granted to an Eligible Person under Section 6(b), to purchase
Stock at a specified price during specified time periods, which may either be an ISO or a Nonstatutory
Option.
(xx) “Other Stock-Based Award” means an Award granted to an Eligible Person under
Section 6(g).
(xxi) “Participant” means a person who has been granted an Award under the Plan that
remains outstanding, including a person who is no longer an Eligible Person.
(xxii) “Performance Award” means an award granted to an Eligible Person under
Section 6(j), the grant, vesting, exercisability and/or settlement of which (and/or the timing or amount
thereof) is subject to the achievement of one or more performance goals specified by the Committee.
(xxiii) “Prior Plan” means the Cirrus Logic, Inc. 2006 Stock Incentive Plan (Amended and
Restated as of May 26, 2015).
(xxiv) “Qualified Member” means a member of the Board who is (i) a “non-employee
director” within the meaning of Rule 16b-3(b)(3), and (ii) “independent” under the listing standards or
3

rules of the securities exchange upon which the Stock is traded, but only to the extent such
independence is required in order to take the action at issue pursuant to such standards or rules.
(xxv) “Restricted Stock” means Stock granted to an Eligible Person under Section 6(d) that
is subject to certain restrictions and to a risk of forfeiture.
(xxvi) “Restricted Stock Unit” means a right, granted to an Eligible Person under
Section 6(e), to receive Stock, cash or a combination thereof at the end of a specified period (which
may or may not be coterminous with the vesting schedule of the Award).
(xxvii) “Rule 16b-3” means Rule 16b-3, promulgated by the SEC under Section 16 of the
Exchange Act.
(xxviii) “SAR” means a stock appreciation right granted to an Eligible Person under
Section 6(c).
(xxix) “SEC” means the U.S. Securities and Exchange Commission.
(xxx) “Securities Act” means the U.S. Securities Act of 1933, as amended from time to time,
including the guidance, rules and regulations promulgated thereunder and successor provisions,
guidance, rules and regulations thereto.
(xxxi) “Stock” means the Company’s Common Stock, par value $0.001 per share, and such
other securities as may be substituted (or re-substituted) for Stock pursuant to Section 8.
(xxxii) “Stock Award” means unrestricted shares of Stock granted to an Eligible Person
under Section 6(f).
(xxxiii) “Substitute Award” means an Award granted under Section 6(i).
3. Administration.
(a) Authority of the Committee. The Plan shall be administered by the Committee except to
the extent the Board elects to administer the Plan, in which case references herein to the “Committee”
shall be deemed to include references to the “Board.” Subject to the express provisions of the Plan,
Rule 16b-3 and other applicable laws, the Committee shall have the authority, in its sole and absolute
discretion, to:
(i) designate Eligible Persons as Participants;
(ii) determine the type or types of Awards to be granted to an Eligible Person;
(iii) determine the number of shares of Stock or amount of cash to be covered by Awards;
(iv) determine the terms and conditions of any Award, including whether, to what extent and
under what circumstances Awards may be vested, settled, exercised, cancelled or forfeited
(including conditions based on continued employment or service requirements or the achievement
of one or more performance goals);
(v) modify, waive or adjust any term or condition of an Award that has been granted, which may
include the acceleration of vesting, waiver of forfeiture restrictions, modification of the form of
settlement of the Award (for example, from cash to Stock or vice versa), early termination of a
performance period, or modification of any other condition or limitation regarding an Award;
(vi) determine the treatment of an Award upon a termination of employment or other service
relationship;
(vii) impose a holding period with respect to an Award or the shares of Stock received in
connection with an Award;
4

(viii) interpret and administer the Plan and any Award Agreement;
(ix) correct any defect, supply any omission or reconcile any inconsistency in the Plan, in any Award, or in
any Award Agreement; and
(x) make any other determination and take any other action that the Committee deems necessary
or desirable for the administration of the Plan.
The express grant of any specific power to the Committee, and the taking of any action by the
Committee, shall not be construed as limiting any power or authority of the Committee. Any action of
the Committee shall be final, conclusive and binding on all persons, including the Company, its
Affiliates, stockholders, Participants, beneficiaries, and permitted transferees under Section 7(a) or
other persons claiming rights from or through a Participant.
(b) Exercise of Committee Authority. At any time that a member of the Committee is not a
Qualified Member, any action of the Committee relating to an Award granted or to be granted to an
Eligible Person who is then subject to Section 16 of the Exchange Act in respect of the Company
where such action is not taken by the full Board may be taken either (A) by a subcommittee,
designated by the Committee, composed solely of two or more Qualified Members, or (B) by the
Committee but with each such member who is not a Qualified Member abstaining or recusing himself
or herself from such action; provided, however, that upon such abstention or recusal, the Committee
remains composed solely of two or more Qualified Members. Such action, authorized by such a
subcommittee or by the Committee upon the abstention or recusal of such non-Qualified Member(s),
shall be the action of the Committee for purposes of the Plan. For the avoidance of doubt, the full
Board may take any action relating to an Award granted or to be granted to an Eligible Person who is
then subject to Section 16 of the Exchange Act in respect of the Company.
(c) Delegation of Authority. The Committee may delegate any or all of its powers and duties
under the Plan to a person or body, including the power to perform administrative functions and grant
Awards within limits specifically prescribed by the Committee; provided, however, that such
delegation does not (i) violate state or corporate law, or (ii) result in the loss of an exemption under
Rule 16b-3(d)(1) for Awards granted to Participants subject to Section 16 of the Exchange Act in
respect of the Company. Upon any such delegation, all references in the Plan to the “Committee,”
other than in Section 8, shall be deemed to include any such person or body to whom such powers have
been delegated by the Committee. Any such delegation shall not limit the right of such person or body
to receive Awards; provided, however, that such person or body may not grant Awards to, or take any
action with respect to any Awards previously granted to, himself or herself, a member of the Board, or
any Participant subject to Section 16 of the Exchange Act.
(d) Limitation of Liability. The Committee and each member thereof shall be entitled to, in
good faith, rely or act upon any report or other information furnished to him or her by any officer or
employee of the Company or any of its Affiliates, the Company’s legal counsel, independent auditors,
consultants or any other agents assisting in the administration of the Plan. Members of the Committee
and any officer or employee of the Company or any of its Affiliates acting at the direction or on behalf
of the Committee shall not be personally liable for any action or determination taken or made in good
faith with respect to the Plan, and shall, to the fullest extent permitted by law, be indemnified and held
harmless by the Company with respect to any such action or determination.
(e) Participants in Non-U.S. Jurisdictions. Notwithstanding any provision of the Plan to the
contrary, to comply with applicable laws in countries other than the United States in which the
Company or any of its Affiliates operates or has employees, directors or other service providers from
5

time to time, to ensure that the Company complies with any applicable requirements of foreign
securities exchanges, to take advantage of specific tax treatment in any country, or to facilitate the
administration of the Plan, the Committee, in its sole discretion, shall have the power and authority to:
(i) determine which of the Company’s Affiliates shall be covered by the Plan; (ii) determine which
Eligible Persons outside the United States are eligible to participate in the Plan; (iii) modify the terms
and conditions of any Award granted to Eligible Persons outside the United States; (iv) establish
sub-plans and modify exercise procedures and other terms and procedures, to the extent such actions
may be necessary or advisable, provided, however, that no such sub-plans and/or modifications shall
increase the share limitations contained in Section 4(a); and (v) take any action, before or after an
Award is granted, that it deems necessary or advisable. For purposes of the Plan, all references to
foreign laws, rules, regulations or taxes shall be references to the laws, rules, regulations and taxes of
any applicable jurisdiction other than the United States or a political subdivision thereof.
4. Stock Subject to Plan.
(a) Number of Shares Available for Delivery. Subject to adjustment in a manner consistent
with Section 8, up to 14,085,205 shares of Stock are, or have been, reserved for issuance pursuant to
this Plan and are, or have been, available for delivery with respect to Awards as follows: (i) 2,670,000
newly reserved shares in connection with the Plan as of the Effective Date; (ii) 2,090,000 reserved
shares in connection with the Second Amendment to the Original Plan (effective July 29, 2022); (iii)
3,200,000 additional reserved shares pursuant to the First Amendment to the Original Plan (effective
July 31, 2020); (iv) 2,300,000 shares that were originally reserved in connection with the adoption of
the Original Plan (as of August 3, 2018); and (v) 3,825,205 shares that remained available under the
Prior Plan immediately prior to the effective date of the Original Plan and which were carried over to
become available for issuance pursuant to the Original Plan. With respect to any award that is still
outstanding pursuant to the Prior Plan as of the Effective Date (a “Prior Plan Award”), in accordance
with Section 5 of the Prior Plan, if, on or after the Effective Date, such Prior Plan Award is
surrendered, exchanged, forfeited, settled in cash or otherwise lapses, expires, terminates, or is
canceled without the actual delivery of Stock, then the Stock covered by such Prior Plan Award shall
become Stock that may be issued with respect to Awards granted under this Plan, to the extent of such
surrender, exchange, forfeiture, expiration, lapse, termination, cancellation, or payment in cash. All
Stock described in subparts (i)-(v) of this Section 4(a) that becomes issuable pursuant to this Plan shall
be available for the issuance of shares upon the exercise of ISOs.
(b) Application of Limitation to Grants of Awards. Subject to Section 4(c), no Award may be
granted if the number of shares of Stock that may be delivered in connection with such Award exceeds
the number of shares of Stock remaining available under the Plan minus the number of shares of Stock
issuable in settlement of or relating to then-outstanding Awards. The Committee may adopt reasonable
counting procedures to ensure appropriate counting, avoid double counting (as, for example, in the
case of tandem or Substitute Awards) and make adjustments if the number of shares of Stock actually
delivered differs from the number of shares previously counted in connection with an Award;
provided, however, that to the extent that a share of Stock is subject to an outstanding Full-Value
Award, such share shall reduce the aggregate share limit set forth in Section 4(a) by 1.5 shares of
Stock, and to the extent that a share of Stock is subject to an outstanding Award other than a Full-
Value Award, such share shall reduce the aggregate share limit set forth in Section 4(a) by one share of
Stock.
(c) Availability of Shares Not Delivered under Awards. Shares of Stock subject to an Award
under this Plan that expires or is cancelled, forfeited, exchanged, settled in cash or otherwise
terminated without the actual delivery of shares (Awards of Restricted Stock shall not be considered
6

“delivered shares” for this purpose), will again be available for Awards. Notwithstanding the
foregoing, (i) the number of shares tendered or withheld in payment of any exercise or purchase price
of an Award or taxes relating to an Award, (ii) shares that were subject to an Option or an SAR but
were not issued or delivered as a result of the net settlement or net exercise of such Option or SAR and
(iii) shares repurchased on the open market with the proceeds of an Option’s exercise price, will not, in
each case, be available for Awards. If an Award may be settled only in cash, such Award need not be
counted against any share limit under this Section 4.
(d) Shares Available Following Certain Transactions. Substitute Awards granted in
accordance with applicable stock exchange requirements and in substitution or exchange for awards
previously granted by a company acquired by the Company or any subsidiary or with which the
Company or any subsidiary combines shall not reduce the shares authorized for issuance under the
Plan, nor shall shares subject to such Substitute Awards be added to the shares available for issuance
under the Plan as provided above (whether or not such Substitute Awards are later cancelled, forfeited
or otherwise terminated). Additionally, in the event that a company acquired by the Company or any
subsidiary or with which the Company or any subsidiary combines has shares available under a
pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or
combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted,
to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula
used in such acquisition or combination to determine the consideration payable to the holders of
common stock of the entities party to such acquisition or combination) may, if and to the extent
determined by the Board and subject to compliance with applicable stock exchange requirements, be
used for Awards under the Plan and shall not reduce the shares authorized for issuance under the Plan
(and shares subject to such Awards shall not be added to the shares available for issuance under the
Plan as provided above); provided that Awards using such available shares shall not be made after the
date awards or grants could have been made under the terms of the pre-existing plan, absent the
acquisition or combination, and shall only be made to individuals who were not, prior to such
acquisition or combination, employed by (and who were not non-employee directors or consultants of)
the Company or any of its subsidiaries immediately prior to such acquisition or combination.
(e) Stock Offered. The shares of Stock to be delivered under the Plan shall be made available
from (i) authorized but unissued shares of Stock, (ii) Stock held in the treasury of the Company, or
(iii) previously issued shares of Stock reacquired by the Company, including shares purchased on the
open market.
5. Eligibility and Certain Director Compensation Limitations.
(a) Eligibility. Awards may be granted under the Plan only to Eligible Persons.
(b) Director Limitations on Awards. In any one calendar year, the aggregate value of all
compensation paid to or granted to any non-employee member of the Board, including Awards granted
pursuant to this Plan and all cash compensation, shall not exceed $750,000; provided, however, that the
limit set forth in this Section 5(b) shall be without regard to compensation (whether in the form of
Awards or cash compensation) provided to any non-employee member of the Board during any period
in which such individual was an employee of the Company or of any of its Affiliates or was otherwise
providing services to the Company or to any of its Affiliates other than in the capacity as a director of
the Company. To calculate the $750,000 annual maximum, Awards granted pursuant to this Plan shall
be valued on the grant date pursuant to ASC Topic 718, and all other cash compensation may include,
but is not limited to, quarterly retainer fees, committee fees, meeting fees, or lead independent director
fees.
7

6. Specific Terms of Awards.
(a) General. Awards may be granted on the terms and conditions set forth in this Section 6.
Awards granted under the Plan may, in the discretion of the Committee, be granted either alone, in
addition to, or in tandem with any other Award. In addition, the Committee may impose on any Award
or the exercise thereof, at the date of grant or thereafter (subject to Section 10), such additional terms
and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine.
(b) Options. The Committee is authorized to grant Options, which may be designated as
either ISOs or Nonstatutory Options, to Eligible Persons on the following terms and conditions:
(i) Exercise Price. Each Award Agreement evidencing an Option shall state the exercise
price per share of Stock (the “Exercise Price”) established by the Committee; provided, however, that
except as provided in Section 6(i) or in Section 8, the Exercise Price of an Option shall not be less than
the greater of (A) the par value per share of the Stock or (B) 100% of the Fair Market Value per share
of the Stock as of the date of grant of the Option (or in the case of an ISO granted to an individual who
owns stock possessing more than 10% of the total combined voting power of all classes of stock of the
Company or its parent or any of its subsidiaries, 110% of the Fair Market Value per share of the Stock
on the date of grant).
(ii) Time and Method of Exercise; Other Terms. The Committee shall determine the
methods by which the Exercise Price may be paid or deemed to be paid, the form of such payment,
including cash or cash equivalents, Stock (including previously owned shares or through a cashless
exercise, i.e., “net settlement”, a broker-assisted exercise, or other reduction of the amount of shares
otherwise issuable pursuant to the Option), other Awards or awards granted under other plans of the
Company or any Affiliate, other property, or any other legal consideration the Committee deems
appropriate, the methods by or forms in which Stock will be delivered or deemed to be delivered to
Participants, including the delivery of Restricted Stock subject to Section 6(d), and any other terms and
conditions of any Option. In the case of an exercise whereby the Exercise Price is paid with Stock,
such Stock shall be valued based on the Stock’s Fair Market Value as of the date of exercise. No
Option may be exercisable for a period of more than ten years following the date of grant of the Option
(or in the case of an ISO granted to an individual who owns stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company or its parent or any of its
subsidiaries, for a period of more than five years following the date of grant of the ISO).
(iii) ISOs. The terms of any ISO granted under the Plan shall comply in all respects with
the provisions of Section 422 of the Code. ISOs may only be granted to Eligible Persons who are
employees of the Company or employees of a parent or any subsidiary corporation of the Company.
Except as otherwise provided in Section 8, no term of the Plan relating to ISOs (including any SAR in
tandem therewith) shall be interpreted, amended or altered, nor shall any discretion or authority granted
under the Plan be exercised, so as to disqualify either the Plan or any ISO under Section 422 of the
Code, unless the Participant has first requested the change that will result in such disqualification. ISOs
shall not be granted more than ten years after the earlier of the adoption of the Plan or the approval of
the Plan by the Company’s stockholders. Notwithstanding the foregoing, to the extent that the
aggregate Fair Market Value of shares of Stock subject to an ISO and the aggregate Fair Market Value
of shares of stock of any parent or subsidiary corporation (within the meaning of Sections 424(e) and
(f) of the Code) subject to any other incentive stock options of the Company or a parent or subsidiary
corporation (within the meaning of Sections 424(e) and (f) of the Code) that are exercisable for the first
time by a Participant during any calendar year exceeds $100,000, or such other amount as may be
prescribed under Section 422 of the Code, such excess shall be treated as Nonstatutory Options in
accordance with the Code. As used in the previous sentence, Fair Market Value shall be determined as
8

of the date the ISO is granted. If a Participant shall make any disposition of shares of Stock issued
pursuant to an ISO under the circumstances described in Section 421(b) of the Code (relating to
disqualifying dispositions), the Participant shall notify the Company of such disposition within the time
provided to do so in the applicable award agreement.
(c) SARs. The Committee is authorized to grant SARs to Eligible Persons on the following
terms and conditions:
(i) Right to Payment. An SAR is a right to receive, upon exercise thereof, the excess of
(A) the Fair Market Value of one share of Stock on the date of exercise over (B) the grant price of the
SAR as determined by the Committee.
(ii) Grant Price. Each Award Agreement evidencing an SAR shall state the grant price
per share of Stock established by the Committee; provided, however, that except as provided in
Section 6(i) or in Section 8, the grant price per share of Stock subject to an SAR shall not be less than
the greater of (A) the par value per share of the Stock or (B) 100% of the Fair Market Value per share
of the Stock as of the date of grant of the SAR.
(iii) Method of Exercise and Settlement; Other Terms. The Committee shall determine
the form of consideration payable upon settlement, the method by or forms in which Stock (if any) will
be delivered or deemed to be delivered to Participants, and any other terms and conditions of any SAR.
SARs may be either free-standing or granted in tandem with other Awards. No SAR may be
exercisable for a period of more than ten years following the date of grant of the SAR.
(iv) Rights Related to Options. An SAR granted in connection with an Option shall
entitle a Participant, upon exercise, to surrender that Option or any portion thereof, to the extent
unexercised, and to receive payment of an amount determined by multiplying (A) the difference
obtained by subtracting the Exercise Price with respect to a share of Stock specified in the related
Option from the Fair Market Value of a share of Stock on the date of exercise of the SAR, by (B) the
number of shares as to which that SAR has been exercised. The Option shall then cease to be
exercisable to the extent surrendered. SARs granted in connection with an Option shall be subject to
the terms and conditions of the Award Agreement governing the Option, which shall provide that the
SAR is exercisable only at such time or times and only to the extent that the related Option is
exercisable and shall not be transferable except to the extent that the related Option is transferrable.
(d) Restricted Stock. The Committee is authorized to grant Restricted Stock to Eligible
Persons on the following terms and conditions:
(i) Restrictions. Restricted Stock shall be subject to such restrictions on transferability,
risk of forfeiture and other restrictions, if any, as the Committee may impose. Except as provided in
Section 7(a)(iii) and Section 7(a)(iv), during the restricted period applicable to the Restricted Stock, the
Restricted Stock may not be sold, transferred, pledged, hedged, hypothecated, margined or otherwise
encumbered by the Participant.
(ii) Dividends and Splits. As a condition to the grant of an Award of Restricted Stock,
the Committee shall provide that any cash dividends paid on a share of Restricted Stock be
automatically reinvested in additional shares of Restricted Stock (such new Award of Restricted Stock
of which would be required to be subject to vesting and forfeiture restrictions that are at least as
restrictive as the remaining restrictions on the original Award of Restricted Stock to which the cash
dividend related) or deferred without interest to the date of vesting of the associated Award of
Restricted Stock. Stock distributed in connection with a Stock split or Stock dividend, and other
property (other than cash) distributed as a dividend, shall be subject to restrictions and a risk of
forfeiture to the same extent as the Restricted Stock with respect to which such Stock or other property
has been distributed.
9

(e) Restricted Stock Units. The Committee is authorized to grant Restricted Stock Units to
Eligible Persons on the following terms and conditions:
(i) Award and Restrictions. Restricted Stock Units shall be subject to such restrictions
(which may include a risk of forfeiture) as the Committee may impose.
(ii) Settlement. Settlement of vested Restricted Stock Units shall occur upon vesting or
upon expiration of the deferral period specified for such Restricted Stock Units by the Committee (or,
if permitted by the Committee, as elected by the Participant). Restricted Stock Units shall be settled by
delivery of (A) a number of shares of Stock equal to the number of Restricted Stock Units for which
settlement is due, or (B) cash in an amount equal to the Fair Market Value of the specified number of
shares of Stock equal to the number of Restricted Stock Units for which settlement is due, or a
combination thereof, as determined by the Committee at the date of grant or thereafter.
(f) Stock Awards. The Committee is authorized to grant Stock Awards to Eligible Persons as
a bonus, as additional compensation, or in lieu of cash compensation any such Eligible Person is
otherwise entitled to receive, in such amounts and subject to such other terms as the Committee in its
discretion determines to be appropriate.
(g) Other Stock-Based Awards. The Committee is authorized, subject to limitations under
applicable law, to grant to Eligible Persons such other Awards that may be denominated or payable in,
valued in whole or in part by reference to, or otherwise based on, or related to, Stock, as deemed by the
Committee to be consistent with the purposes of the Plan, including convertible or exchangeable debt
securities, other rights convertible or exchangeable into Stock, purchase rights for Stock, Awards with
value and payment contingent upon performance of the Company or any other factors designated by
the Committee, and Awards valued by reference to the book value of Stock or the value of securities
of, or the performance of, specified Affiliates of the Company. The Committee shall determine the
terms and conditions of such Other Stock-Based Awards. Stock delivered pursuant to an Other-Stock
Based Award in the nature of a purchase right granted under this Section 6(g) shall be purchased for
such consideration, paid for at such times, by such methods, and in such forms, including cash, Stock,
other Awards, or other property, as the Committee shall determine.
(h) Cash Awards. The Committee is authorized to grant Cash Awards, on a free-standing
basis or as an element of, a supplement to, or in lieu of any other Award under the Plan to Eligible
Persons in such amounts and subject to such other terms as the Committee in its discretion determines
to be appropriate.
(i) Substitute Awards; No Repricing. Awards may be granted in substitution or exchange for
any other Award granted under the Plan or under another plan of the Company or an Affiliate or any
other right of an Eligible Person to receive payment from the Company or an Affiliate. Awards may
also be granted under the Plan in substitution for awards held by individuals who become Eligible
Persons as a result of a merger, consolidation or acquisition of another entity or the assets of another
entity by or with the Company or an Affiliate. Such Substitute Awards referred to in the immediately
preceding sentence that are Options or SARs may have an exercise price that is less than the Fair
Market Value of a share of Stock on the date of the substitution if such substitution complies with the
Nonqualified Deferred Compensation Rules and other applicable laws and exchange rules. Except as
provided in this Section 6(i) or in Section 8, without the approval of the stockholders of the Company,
the terms of outstanding Awards may not be amended to (i) reduce the Exercise Price or grant price of
an outstanding Option or SAR, (ii) grant a new Option, SAR or other Award in substitution for, or
upon the cancellation of, any previously granted Option or SAR that has the effect of reducing the
Exercise Price or grant price thereof, (iii) exchange any Option or SAR for Stock, cash or other
consideration when the Exercise Price or grant price per share of Stock under such Option or SAR
10

exceeds the Fair Market Value of a share of Stock or (iv) take any other action that would be
considered a “repricing” of an Option or SAR under the applicable listing standards of the national
securities exchange on which the Stock is listed (if any).
(j) Performance Awards. The Committee is authorized to designate any of the Awards
granted under the foregoing provisions of this Section 6 as Performance Awards. The Committee may
use such business criteria and other measures of performance as it may deem appropriate in
establishing any performance goals applicable to a Performance Award, and may exercise its discretion
to reduce or increase the amounts payable under any Performance Award. Performance goals may
differ among Performance Awards granted to any one Participant or to different Participants. The
performance period applicable to any Performance Award shall be set by the Committee in its
discretion but shall not exceed ten years.
7. Certain Provisions Applicable to Awards.
(a) Limit on Transfer of Awards.
(i) Except as provided in Sections 7(a)(iii) and (iv), each Option and SAR shall be
exercisable only by the Participant during the Participant’s lifetime, or by the person to whom the
Participant’s rights shall pass by will or the laws of descent and distribution. Notwithstanding anything
to the contrary in this Section 7(a), an ISO shall not be transferable other than by will or the laws of
descent and distribution.
(ii) Except as provided in Sections 7(a)(i), (iii) and (iv), no Award, other than a Stock
Award, and no right under any such Award, may be assigned, alienated, pledged, attached, sold or
otherwise transferred or encumbered by a Participant and any such purported assignment, alienation,
pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the
Company or any Affiliate.
(iii) To the extent specifically provided by the Committee, an Award may be transferred
by a Participant without consideration to immediate family members or related family trusts, limited
partnerships or similar entities or on such terms and conditions as the Committee may from time to
time establish.
(iv) An Award may be transferred pursuant to a domestic relations order entered or
approved by a court of competent jurisdiction upon delivery to the Company of a written request for
such transfer and a certified copy of such order.
(b) Form and Timing of Payment under Awards; Deferrals. Subject to the terms of the Plan
and any applicable Award Agreement, payments to be made by the Company or any of its Affiliates
upon the exercise or settlement of an Award may be made in such forms as the Committee shall
determine in its discretion, including cash, Stock, other Awards or other property, and may be made in
a single payment or transfer, in installments, or on a deferred basis (which may be required by the
Committee or permitted at the election of the Participant on terms and conditions established by the
Committee); provided, however, that any such deferred or installment payments will be set forth in the
Award Agreement. Payments may include, without limitation, provisions for the payment or crediting
of reasonable interest on installment or deferred payments or the grant or crediting of other amounts in
respect of installment or deferred payments denominated in Stock.
(c) Evidencing Stock. The Stock or other securities of the Company delivered pursuant to an
Award may be evidenced in any manner deemed appropriate by the Committee in its sole discretion,
including in the form of a certificate issued in the name of the Participant or by book entry, electronic
or otherwise, and shall be subject to such stop transfer orders and other restrictions as the Committee
11

may deem advisable under the Plan or the rules, regulations, and other requirements of the SEC, any
stock exchange upon which such Stock or other securities are then listed, and any applicable federal,
state or other laws, and the Committee may cause a legend or legends to be inscribed on any such
certificates to make appropriate reference to such restrictions. Further, if certificates representing
Restricted Stock are registered in the name of the Participant, the Company may retain physical
possession of the certificates and may require that the Participant deliver a stock power to the
Company, endorsed in blank, related to the Restricted Stock.
(d) Minimum Vesting Requirements. Notwithstanding any provision of the Plan to the
contrary, on and after the Effective Date, all Awards granted by the Committee shall be subject to a
vesting period of not less than 12 months from the date of grant, subject, in each case, to the
Committee’s authority under the Plan to vest Awards earlier, as the Committee deems appropriate,
upon the occurrence of a Change in Control, in the event of a Participant’s termination of employment
or service or otherwise as permitted by the Plan. The foregoing minimum vesting requirements will
not, however, apply in connection with up to 5% of the aggregate number of shares of Stock that are
reserved for issuance pursuant to this Plan (which shall include all shares of Stock that are carried over
from any previous equity plan pursuant to Section 4(a) of the Plan).
(e) Consideration for Grants. Awards may be granted for such consideration, including
services, as the Committee shall determine, but shall not be granted for less than the minimum lawful
consideration.
(f) Dividends or Dividend Equivalents. In the event that a dividend or a dividend equivalent
right is granted in connection with the grant of any Award pursuant to this Plan, (i) in no event shall
the dividend or dividend equivalent right be distributed to the Participant before the underlying Stock
covered by the Award to which the dividend or dividend equivalent right relates becomes vested or
issued, (ii) any such dividend or dividend equivalent right shall be subject to the same restrictions and
risk of forfeiture as the underlying Stock subject to the Award, and (iii) the dividend or dividend
equivalent right shall be paid, if at all, at the time such restrictions or risk of forfeiture lapse.
(g) Additional Agreements. Each Eligible Person to whom an Award is granted under the
Plan may be required to agree in writing, as a condition to the grant of such Award or otherwise, to
subject an Award that is exercised or settled following such Eligible Person’s termination of
employment or service to a general release of claims and/or a noncompetition or other restricted
covenant agreement in favor of the Company and its Affiliates, with the terms and conditions of such
agreement(s) to be determined in good faith by the Committee.
8. Subdivision or Consolidation; Recapitalization; Change in Control; Reorganization.
(a) Existence of Plans and Awards. The existence of the Plan and the Awards granted
hereunder shall not affect in any way the right or power of the Company, the Board or the stockholders
of the Company to make or authorize any adjustment, recapitalization, reorganization or other change
in the Company’s capital structure or its business, any merger or consolidation of the Company, any
issue of debt or equity securities ahead of or affecting Stock or the rights thereof, the dissolution or
liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its
assets or business or any other corporate act or proceeding.
(b) Additional Issuances. Except as expressly provided herein, the issuance by the Company
of shares of stock of any class, including upon conversion of shares or obligations of the Company
convertible into such shares or other securities, and in any case whether or not for fair value, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of
Stock subject to Awards theretofore granted or the purchase price per share of Stock, if applicable.
12

(c) Stock Repurchases. Notwithstanding anything in the Plan to the contrary, in the event that
the Company executes a repurchase of shares of Stock, the Committee shall have discretion to make
adjustments to Awards and the applicable limitations with respect to Awards provided in Section 4 and
Section 5 (other than cash limits), in each case in such a manner as the Committee may determine that
is permitted pursuant to the applicable tax and other laws, rules and regulations.
(d) Subdivision or Consolidation of Shares. The terms of an Award and the share limitations
under the Plan shall be subject to adjustment by the Committee from time to time, in accordance with
the following provisions:
(i) If at any time, or from time to time, the Company shall subdivide as a whole (by
reclassification, by a Stock split, by the issuance of a distribution on Stock payable in Stock, or
otherwise) the number of shares of Stock then outstanding into a greater number of shares of Stock,
then, as appropriate (A) the maximum number of shares of Stock available for delivery with respect to
Awards and applicable limitations with respect to Awards provided in Section 4 and Section 5 (other
than cash limits) shall be increased proportionately, and the kind of shares or other securities available
for the Plan shall be appropriately adjusted, (B) the number of shares of Stock (or other kind of shares
or securities) that may be acquired under any then outstanding Award shall be increased
proportionately, and (C) the price (including the Exercise Price or grant price) for each share of Stock
(or other kind of shares or securities) subject to then outstanding Awards shall be reduced
proportionately, without changing the aggregate purchase price or value as to which outstanding
Awards remain exercisable or subject to restrictions.
(ii) If at any time, or from time to time, the Company shall consolidate as a whole (by
reclassification, by reverse Stock split, or otherwise) the number of shares of Stock then outstanding
into a lesser number of shares of Stock, then, as appropriate (A) the maximum number of shares of
Stock available for delivery with respect to Awards and applicable limitations with respect to Awards
provided in Section 4 and Section 5 (other than cash limits) shall be decreased proportionately, and the
kind of shares or other securities available for the Plan shall be appropriately adjusted, (B) the number
of shares of Stock (or other kind of shares or securities) that may be acquired under any then
outstanding Award shall be decreased proportionately, and (C) the price (including the Exercise Price
or grant price) for each share of Stock (or other kind of shares or securities) subject to then outstanding
Awards shall be increased proportionately, without changing the aggregate purchase price or value as
to which outstanding Awards remain exercisable or subject to restrictions.
(e) Recapitalization. In the event of any change in the capital structure or business of the
Company or other corporate transaction or event that would be considered an “equity restructuring”
within the meaning of ASC Topic 718 and, in each case, that would result in an additional
compensation expense to the Company pursuant to the provisions of ASC Topic 718, if adjustments to
Awards with respect to such event were discretionary or otherwise not required (each such an event, an
“Adjustment Event”), then the Committee shall equitably adjust (i) the aggregate number or kind of
shares that thereafter may be delivered under the Plan, (ii) the number or kind of shares or other
property (including cash) subject to an Award, (iii) the terms and conditions of Awards, including the
purchase price or Exercise Price of Awards and performance goals, as applicable, and (iv) the
applicable limitations with respect to Awards provided in Section 4 and Section 5 (other than cash
limits) to equitably reflect such Adjustment Event (“Equitable Adjustments”). In the event of any
change in the capital structure or business of the Company or other corporate transaction or event that
would not be considered an Adjustment Event, and is not otherwise addressed in this Section 8, the
Committee shall have complete discretion to make Equitable Adjustments (if any) in such manner as it
deems appropriate with respect to such other event.
13

(f) Change in Control and Other Events. Except to the extent otherwise provided in any
applicable Award Agreement, in the event of a Change in Control or other changes in the Company or
the outstanding Stock by reason of a recapitalization, reorganization, merger, consolidation,
combination, exchange or other relevant change occurring after the date of the grant of any Award, the
Committee, acting in its sole discretion without the consent or approval of any holder, may exercise
any power enumerated in Section 3 (including the power to accelerate vesting, waive any forfeiture
conditions or otherwise modify or adjust any other condition or limitation regarding an Award) and
may also effect one or more of the following alternatives, which may vary among individual holders
and which may vary among Awards held by any individual holder:
(i) accelerate the time of exercisability of an Award so that such Award may be
exercised in full or in part for a limited period of time on or before a date specified by the Committee,
after which specified date all unexercised Awards and all rights of holders thereunder shall terminate;
(ii) redeem in whole or in part outstanding Awards by requiring the mandatory
surrender to the Company by selected holders of some or all of the outstanding Awards held by such
holders (irrespective of whether such Awards are then vested or exercisable) as of a date, specified by
the Committee, in which event the Committee shall thereupon cancel such Awards and pay to each
holder an amount of cash or other consideration per Award (other than a Cash Award, which the
Committee may separately require to be surrendered in exchange for cash or other consideration
determined by the Committee in its discretion) equal to the Change in Control Price, less the Exercise
Price with respect to an Option and less the grant price with respect to a SAR, as applicable to such
Awards; provided, however, that to the extent the Exercise Price of an Option or the grant price of an
SAR exceeds the Change in Control Price, such Award may be cancelled for no consideration;
(iii) cancel Awards that remain subject to a restricted period as of the date of a Change
in Control or other such event without payment of any consideration to the Participant for such
Awards; or
(iv) make such adjustments to Awards then outstanding as the Committee deems
appropriate to reflect such Change in Control or other such event (including the substitution,
assumption, or continuation of Awards by the successor company or a parent or subsidiary thereof);
provided, however, that so long as the event is not an Adjustment Event, the Committee may determine
in its sole discretion that no adjustment is necessary to Awards then outstanding. If an Adjustment
Event occurs, this Section 8(f) shall only apply to the extent it is not in conflict with Section 8(e).
9. General Provisions.
(a) Tax Matters. Notwithstanding any provision of this Plan, each Participant is solely
responsible and liable for the satisfaction of all taxes and penalties of any kind and with respect to any
tax jurisdiction that may be imposed on or for the account of such Participant in connection with the
Plan.
(b) Withholding of Tax-Related Items. The Company and any of its Affiliates are authorized
to withhold from any Award granted, or any payment relating to an Award, including from a
distribution of Stock, income tax, social insurance, payroll tax, payment on account or other tax-related
withholding items due or potentially payable in connection with any transaction involving an Award,
and to take such other action as the Committee may deem advisable to enable the Company, its
Affiliates and Participants to satisfy the payment of withholding taxes and other tax-related obligations
relating to any Award in such amounts as may be determined by the Committee. The Committee shall
determine, in its sole discretion, the form of payment acceptable for such tax-related withholding
obligations, including the delivery of cash or cash equivalents, Stock (including previously owned
14

shares, net settlement, a broker-assisted sale, or other cashless withholding or reduction of the amount
of shares otherwise issuable or delivered pursuant to the Award), other property, or any other legal
consideration the Committee deems appropriate. Any determination made by the Committee to allow a
Participant who is subject to Rule 16b-3 to pay taxes with shares of Stock through net settlement or
previously owned shares shall be approved by either a committee made up solely of two or more
Qualified Members or the full Board. If such tax-related withholding amounts are satisfied through net
settlement or previously owned shares, the maximum number of shares of Stock that may be so
withheld or surrendered shall be the number of shares of Stock that have an aggregate Fair Market
Value on the date of withholding or surrender equal to the aggregate amount of such tax liabilities
determined based on an amount that is up to the greatest withholding rates for federal, state, foreign
and/or local tax purposes, including payroll taxes, that may be utilized without creating adverse
accounting treatment for the Company with respect to such Award, as determined by the Committee.
(c) Limitation on Rights Conferred under Plan. Neither the Plan nor any action taken
hereunder shall be construed as (i) giving any Eligible Person or Participant the right to continue as an
Eligible Person or Participant or in the employ or service of the Company or any of its Affiliates,
(ii) interfering in any way with the right of the Company or any of its Affiliates to terminate any
Eligible Person’s or Participant’s employment or service relationship at any time, (iii) giving an
Eligible Person or Participant any claim to be granted any Award under the Plan or to be treated
uniformly with other Participants and/or employees and/or other service providers, or (iv) conferring
on a Participant any of the rights of a stockholder of the Company unless and until the Participant is
duly issued or transferred shares of Stock in accordance with the terms of an Award.
(d) Governing Law; Submission to Jurisdiction. All questions arising with respect to the
provisions of the Plan and Awards shall be determined by application of the laws of the State of
Delaware, without giving effect to any conflict of law provisions thereof, except to the extent Delaware
law is preempted by federal law. The obligation of the Company to sell and deliver Stock hereunder is
subject to applicable federal and state laws and to the approval of any governmental authority required
in connection with the authorization, issuance, sale, or delivery of such Stock. With respect to any
claim or dispute related to or arising under the Plan, the Company and each Participant who accepts an
Award hereby consent to the exclusive jurisdiction, forum and venue of the state and federal courts
located in Delaware.
(e) Severability and Reformation. If any provision of the Plan or any Award is or becomes or
is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or Award, or
would disqualify the Plan or any Award under any law deemed applicable by the Committee, such
provision shall be construed or deemed amended to conform to the applicable law or, if it cannot be
construed or deemed amended without, in the determination of the Committee, materially altering the
intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or
Award and the remainder of the Plan and any such Award shall remain in full force and effect. If any
of the terms or provisions of the Plan or any Award Agreement conflict with the requirements of Rule
16b-3 (as those terms or provisions are applied to Eligible Persons who are subject to Section 16 of the
Exchange Act) or Section 422 of the Code (with respect to ISOs), then those conflicting terms or
provisions shall be deemed inoperative to the extent they so conflict with the requirements of Rule
16b-3 (unless the Board or the Committee, as appropriate, has expressly determined that the Plan or
such Award should not comply with Rule 16b-3) or Section 422 of the Code, in each case, only to the
extent Rule 16b-3 and such sections of the Code are applicable. With respect to ISOs, if the Plan does
not contain any provision required to be included herein under Section 422 of the Code, that provision
shall be deemed to be incorporated herein with the same force and effect as if that provision had been
set out at length herein; provided, further, that, to the extent any Option that is intended to qualify as an
15

ISO cannot so qualify, that Option (to that extent) shall be deemed a Nonstatutory Option for all
purposes of the Plan.
(f) Unfunded Status of Awards; No Trust or Fund Created. The Plan is intended to constitute
an “unfunded” plan for certain incentive awards. Neither the Plan nor any Award shall create or be
construed to create a trust or separate fund of any kind or a fiduciary relationship between the
Company or any Affiliate and a Participant or any other person. To the extent that any person acquires
a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall
be no greater than the right of any general unsecured creditor of the Company or such Affiliate.
(g) Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board nor its
submission to the stockholders of the Company for approval shall be construed as creating any
limitations on the power of the Board or a committee thereof to adopt such other incentive
arrangements as it may deem desirable. Nothing contained in the Plan shall be construed to prevent the
Company or any of its Affiliates from taking any corporate action which is deemed by the Company or
such Affiliate to be appropriate or in its best interest, whether or not such action would have an adverse
effect on the Plan or any Award made under the Plan. No employee, beneficiary or other person shall
have any claim against the Company or any of its Affiliates as a result of any such action.
(h) Fractional Shares. No fractional shares of Stock shall be issued or delivered pursuant to
the Plan or any Award, and the Committee shall determine in its sole discretion whether cash, other
securities, or other property shall be paid or transferred in lieu of any fractional shares of Stock or
whether such fractional shares of Stock or any rights thereto shall be cancelled, terminated, or
otherwise eliminated with or without consideration.
(i) Interpretation. Headings are given to the Sections and subsections of the Plan solely as a
convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant
to the construction or interpretation of the Plan or any provision thereof. Words in the masculine
gender shall include the feminine gender, and, where appropriate, the plural shall include the singular
and the singular shall include the plural. In the event of any conflict between the terms and conditions
of an Award Agreement and the Plan, the provisions of the Plan shall control. The use herein of the
word “including” following any general statement, term or matter shall not be construed to limit such
statement, term or matter to the specific items or matters set forth immediately following such word or
to similar items or matters, whether or not non-limiting language (such as “without limitation”, “but
not limited to”, or words of similar import) is used with reference thereto, but rather shall be deemed to
refer to all other items or matters that could reasonably fall within the broadest possible scope of such
general statement, term or matter. References herein to any agreement, instrument or other document
means such agreement, instrument or other document as amended, supplemented and modified from
time to time to the extent permitted by the provisions thereof and not prohibited by the Plan.
(j) Facility of Payment. Any amounts payable hereunder to any individual under legal
disability or who, in the judgment of the Committee, is unable to manage properly his financial affairs,
may be paid to the legal representative of such individual, or may be applied for the benefit of such
individual in any manner that the Committee may select, and the Company shall be relieved of any
further liability for payment of such amounts.
(k) Conditions to Delivery of Stock. Nothing herein or in any Award Agreement shall require
the Company to issue any shares with respect to any Award if that issuance would, in the opinion of
counsel for the Company, constitute a violation of the Securities Act, any other applicable statute or
regulation (including any foreign law or regulation), or the rules of any applicable securities exchange
or securities association or other governmental authority, as then in effect. In addition, each Participant
who receives an Award under the Plan shall not sell or otherwise dispose of Stock that is acquired
16

upon grant, exercise or vesting of an Award in any manner that would constitute a violation of any
applicable federal, state or foreign securities laws, the Plan or the rules, regulations or other
requirements of the SEC or any stock exchange upon which the Stock is then listed. At the time of any
exercise of an Option or SAR, or at the time of any grant of any other Award, the Company may, as a
condition precedent to the exercise of such Option or SAR or settlement of any other Award, require
from the Participant (or in the event of his or her death, his or her legal representatives, heirs, legatees,
or distributees) such written representations, if any, concerning the holder’s intentions with regard to
the retention or disposition of the shares of Stock being acquired pursuant to the Award and such
written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion
of counsel to the Company, may be necessary to ensure that any disposition by that holder (or in the
event of the holder’s death, his or her legal representatives, heirs, legatees, or distributees) will not
involve a violation of the Securities Act, any other applicable state or federal statute or regulation, or
any rule of any applicable securities exchange or securities association or governmental authority, as
then in effect. Stock or other securities shall not be delivered pursuant to any Award until payment in
full of any amount required to be paid pursuant to the Plan or the applicable Award Agreement
(including any Exercise Price, grant price, or tax withholding) is received by the Company.
(l) Section 409A of the Code. It is the general intention, but not the obligation, of the
Committee to design Awards to comply with or to be exempt from the Nonqualified Deferred
Compensation Rules, and Awards will be operated and construed accordingly. Neither this Section 9(l)
nor any other provision of the Plan is or contains a representation to any Participant regarding the tax
consequences of the grant, vesting, exercise, settlement, or sale of any Award (or the Stock underlying
such Award) granted hereunder, and should not be interpreted as such. In no event shall the Company
be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred
by the Participant on account of non-compliance with the Nonqualified Deferred Compensation Rules.
Notwithstanding any provision in the Plan or an Award Agreement to the contrary, in the event that a
“specified employee” (as defined under the Nonqualified Deferred Compensation Rules) becomes
entitled to a payment under an Award that would be subject to additional taxes and interest under the
Nonqualified Deferred Compensation Rules if the Participant’s receipt of such payment or benefits is
not delayed until the earlier of (i) the date of the Participant’s death, or (ii) the date that is six months
after the Participant’s “separation from service,” as defined under the Nonqualified Deferred
Compensation Rules (such date, the “Section 409A Payment Date”), then such payment or benefit
shall not be provided to the Participant until the Section 409A Payment Date. Any amounts subject to
the preceding sentence that would otherwise be payable prior to the Section 409A Payment Date will
be aggregated and paid in a lump sum without interest on the Section 409A Payment Date. The
applicable provisions of the Nonqualified Deferred Compensation Rules are hereby incorporated by
reference and shall control over any Plan or Award Agreement provision in conflict therewith.
(m) Status under ERISA. The Plan shall not constitute an “employee benefit plan” for
purposes of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended.
(n) Clawback. The Plan and all Awards granted hereunder are subject to any written
clawback policies that the Company, with the approval of the Board or an authorized committee
thereof, may adopt either prior to or following the Effective Date, including any policy adopted to
conform to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and rules
promulgated thereunder by the SEC (“Dodd-Frank”) or that the Company determines should apply to
Awards. Any Company policy may subject a Participant’s Awards and amounts paid or realized with
respect to Awards to reduction, cancellation, forfeiture or recoupment if certain specified events or
wrongful conduct occur, including an accounting restatement due to the Company’s material
noncompliance with financial reporting regulations or other events or wrongful conduct specified in
17

any such clawback policy; provided, however, that in the event that the Company’s clawback policy
does not comply with the minimum requirements of Dodd-Frank, this Plan and all Awards granted
hereunder shall also be subject to any additional requirements of Dodd-Frank.
(o) Plan Effective Date and Term. The Plan was adopted by the Board to be effective on the
Effective Date. No Awards may be granted under the Plan on and after the tenth anniversary of the
Effective Date, which is July 26, 2034. However, any Award granted prior to such termination (or any
earlier termination pursuant to Section 10), and the authority of the Board or Committee to amend,
alter, adjust, suspend, discontinue, or terminate any such Award or to waive any conditions or rights
under such Award in accordance with the terms of the Plan, shall extend beyond such termination until
the final disposition of such Award.
(p) Sub-Plans. The Committee may from time to time establish one or more sub-plans under
the Plan for purposes of satisfying applicable blue sky, securities or tax laws of various jurisdictions or
taking advantage of specific tax treatment in any jurisdiction. The Committee will establish such
sub-plans by adopting supplements or appendices to the Plan setting forth (i) such limitations on the
Committee’s discretion under the Plan as it deems necessary or desirable and (ii) such additional terms
and conditions not otherwise inconsistent with the Plan as it deems necessary or desirable. All such
supplements or appendices so established will be deemed to be part of the Plan, but each supplement or
appendix will apply only to Participants within the affected jurisdiction (as determined by the
Committee).
10. Amendments to the Plan and Awards. The Committee may amend, alter, suspend,
discontinue or terminate any Award or Award Agreement, the Plan or the Committee’s authority to
grant Awards without the consent of stockholders or Participants, except that any amendment or
alteration to the Plan, including any increase in any share limitation, shall be subject to the approval of
the Company’s stockholders not later than the annual meeting next following such Committee action if
such stockholder approval is required by any federal or state law or regulation or the rules of any stock
exchange or automated quotation system on which the Stock may then be listed or quoted, and the
Committee may otherwise, in its discretion, determine to submit other changes to the Plan to
stockholders for approval; provided, that, without the consent of an affected Participant, no such
Committee action may materially and adversely affect the rights of such Participant under any
previously granted and outstanding Award. For purposes of clarity, any adjustments made to Awards
pursuant to Section 8 will be deemed not to materially and adversely affect the rights of any Participant
under any previously granted and outstanding Award and therefore may be made without the consent
of affected Participants.
18

Exhibit 2
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CIRRUS LOGIC, INC.
Cirrus Logic, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State
of Delaware, hereby certifies as follows:
1.
The name of the Corporation is Cirrus Logic, Inc. The corporation was originally incorporated
under the name Cirrus Logic, Inc. The Corporation’s original Certificate of Incorporation was
filed with the Secretary of State of the State of Delaware on August 26, 1998.
2.
This Amended and Restated Certificate of Incorporation was duly adopted in accordance with
Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “DGCL”).
3.
The Amended and Restated Certificate of Incorporation of the Corporation shall read in its
entirety as follows:
ARTICLE I
The name of the corporation is Cirrus Logic, Inc. (the “Corporation”).
ARTICLE II
The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street,
City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such
address is The Corporation Trust Company.
ARTICLE III
The purpose of the Corporation is to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of Delaware.
ARTICLE IV
The Corporation is authorized to issue two classes of shares of stock to be designated,
respectively, Common Stock, $0.001 par value, and Preferred Stock, $0.001 par value. The total
number of shares that the Corporation is authorized to issue is 285,000,000 shares. The number of
shares of Common Stock authorized is 280,000,000. The number of shares of Preferred authorized is
5,000,000.
The Preferred Stock may be issued from time to time in one or more series pursuant to a
resolution or resolutions providing for such issue duly adopted by the board of directors (authority to
1

do so being hereby expressly vested in the board). The board of directors is further authorized to
determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any
wholly unissued series of Preferred Stock and to fix the number of shares of any series of Preferred
Stock and the designation of any such series of Preferred Stock. The board of directors, within, the
limits and restrictions stated in any resolution or resolutions of the board of directors originally fixing
the number of shares constituting any series, may increase or decrease (but not below the number of
shares in any such series then outstanding) the number of shares of any series subsequent to the
issuance of shares of that series.
The authority of the board of directors with respect to each such class or series shall include,
without limitation of the foregoing, the right to determine and fix:
(a) the distinctive designation of such class or series and the number of shares to constitute
such class or series;
(b) the rate at which dividends on the shares of such class or series shall be declared and
paid, or set aside for payment, whether dividends at the rate so determined shall be cumulative or
accruing, and whether the shares of such class or series shall be entitled to any participating or other
dividends in addition to dividends at the rate so determined, and if so, on what terms;
(c) the right or obligation, if any, of the corporation to redeem shares of the particular class
or series of Preferred Stock and, if redeemable, the price, terms and manner of such redemption;
(d) the special and relative rights and preferences, if any, and the amount or amounts per
share, which the shares of such class or series of Preferred Stock shall be entitled to receive upon any
voluntary or involuntary liquidation, dissolution or winding up of the Corporation;
(e) the terms and conditions, if any, upon which shares of such class or series shall be
convertible into, or exchangeable for, shares of capital stock of any other class or series, including the
price or prices or the rate or rates of conversion or exchange and the terms of adjustment, if any;
(f) the obligation, if any, of the corporation to retire, redeem or purchase shares of such class
or series pursuant to a sinking fund or fund of a similar nature or otherwise, and the terms and
conditions of such obligation;
(g) voting rights, if any, on the issuance of additional shares of such class or series or any
shares of any other class or series of Preferred Stock;
(h) limitations, if any, on the issuance of additional shares of such class or series or any
shares of any other class or series of Preferred Stock; and
(i) such other restrictions, preferences, powers, qualifications, special or relative rights and
privileges thereof as the board of directors of the corporation, acting in accordance with this Certificate
of Incorporation, may deem advisable and are not inconsistent with law and the provisions of this
Certificate of Incorporation.
2

ARTICLE V
The Corporation reserves the right to amend, alter, change, or repeal any provision contained in
this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights
conferred upon the stockholders herein are granted subject to this right.
ARTICLE VI
The Corporation is to have perpetual existence.
ARTICLE VII
1. Limitation of Liability. To the fullest extent permitted by the General Corporation Law of the
State of Delaware as the same exists or as may hereafter be amended, no director or officer of the
Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director or officer.
2. Indemnification. The Corporation may indemnify to the fullest extent permitted by law any
person made or threatened to be made a party to an action or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that such person or his or her testator or intestate
is or was a director, officer or employee of the Corporation, or any predecessor of the Corporation, or
serves or served at any other enterprise as a director, officer or employee at the request of the
Corporation or any predecessor to the Corporation.
3. Amendments. Neither any amendment nor repeal of this Article VII, nor the adoption of any
provision of the Corporation’s Certificate of Incorporation inconsistent with this Article VII, shall
eliminate or reduce the effect of this Article VII, in respect of any matter occurring, or any action or
proceeding accruing or arising or that, but for this Article VII, would accrue or arise, prior to such
amendment, repeal, or adoption of an inconsistent provision.
ARTICLE VIII
Holders of stock of any class or series of this corporation shall not be entitled to cumulate their
votes for the election of directors or any other matter submitted to a vote of the stockholders.
ARTICLE IX
1. Number of Directors. The number of directors which constitutes the whole Board of Directors
of the corporation shall be designated in the Bylaws of the corporation.
2. Election of Directors. Elections of directors shall not be by written ballot unless the Bylaws of
the corporation shall so provide.
ARTICLE X
In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is
expressly authorized to make, alter, amend or repeal the Bylaws of the corporation.
3

ARTICLE XI
No action shall be taken by the stockholders of the corporation except at an annual or special
meeting of the stockholders called in accordance with the Bylaws of the corporation, and no action
shall be taken by the stockholders by written consent.
ARTICLE XII
Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may
provide. The books of the Corporation may be kept (subject to any provision contained in the statutes)
outside of the State of Delaware at such place or places as may be designated from tune to time by the
Board of Directors or in the Bylaws of the Corporation.
IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation has been signed
on behalf of the Corporation by its duly authorized officer effective this 26th day of July 2024.
CIRRUS LOGIC, INC.
By:
Name: Gregory Scott Thomas
Title: Senior Vice President and General Counsel
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