CIRRUS LOGIC, INC.

2. Performance-Based Equity Awards

The Compensation Committee believes that the use of performance-based equity 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 performance-based equity program to ensure its continued effectiveness in driving performance that supports such objectives.

a. Market Stock Units

MSU awards granted to our NEOs for fiscal year 2025 consisted of performance-based restricted stock units subject to a three-year performance period, with “cliff” vesting at the conclusion of that 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 MSUs.

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:

•If our Percentile Measurement is less than 25%, the payout percentage is zero;

•Threshold performance: if our Percentile Measurement is 25%, the payout percentage is 25%;

•Target performance: if our Percentile Measurement is 50%, the payout percentage is 100%;

•Maximum performance: if our Percentile Measurement is 75% or higher, the payout percentage is 200%;

•A straight line connects the threshold, target, and maximum performance points; and

•If the Company’s TSR is negative during the performance period, the maximum payout percentage is 100%.

The MSU payout percentage is therefore determined according to the following curve:

MSUs 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 the change in comparison indices for the reasons described in the Compensation Discussion and Analysis section of the Company’s 2024 proxy statement.

b. Performance Stock Units

As noted earlier, PSUs represent a new component of our performance-based equity program introduced by the Compensation Committee in fiscal year 2025. PSU awards granted to our NEOs for fiscal year 2025 consisted of performance-based restricted stock units subject to a three-fiscal-year performance period, with annual vesting based on performance achieved each fiscal year. The number of shares earned is based on the Company’s strategic revenue during fiscal year 2026 and the year-over-year growth of such strategic revenue over fiscal years 2027 and 2028 relative to goals established by the Compensation Committee.

The strategic revenue is intended to represent investments made in growth beyond the Company’s current core business, with a particular emphasis on key target markets such as integrated circuit components for PC devices, automotive, and/or industrial applications. The goal for strategic revenue for fiscal year 2026 is based on the Company’s fiscal year 2026 Annual Operating Plan forecast, and the year-over-year strategic revenue growth goals for fiscal years 2027 and 2028 are derived from the Company’s strategic plan.

Strategic revenue performance is evaluated annually at the end of each fiscal year—2026, 2027, and 2028. At the time of grant, a target number of PSUs is set, representing the total potential award if target performance is met across all three fiscal years. One-third of this target share number serves as a baseline allocation for calculating that year’s performance-based payout. The payout amount for each fiscal year depends on the level of performance achieved, assessed at three levels:

•threshold performance results in a payout equal to 50% of the annual baseline allocation;

•target performance results in a payout equal to 100% of the annual baseline allocation; and

•maximum performance results in a payout equal to 200% of the annual baseline allocation.

For performance levels that fall between these points, payouts are calculated using straight-line interpolation. For a given year, payout is zero shares if threshold performance is not met, and payout cannot exceed 200% of the annual baseline allocation. The PSUs vest (at a level in accordance with these performance criteria) in three tranches, with each vesting event occurring as soon as reasonably practicable following the public reporting of the financial results of each fiscal year of the three-fiscal-year performance period.

With the support of management, the Compensation Committee assessed the level of challenge associated with achieving the strategic revenue goals tied to these new PSUs. The target level was intended to reflect the achievement of key operational objectives through solid execution, while attainment of the maximum level was designed to reward outstanding performance.

c. Performance Outcomes

During fiscal year 2022, on March 2, 2022, MSUs were granted to NEOs Mr. Forsyth, Mr. Thomas, Mr. Alberty, 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 67%, which resulted in a payout percentage of 167%. The payout percentages for MSUs granted in conjunction with annual executive equity awards granted in fiscal years 2023, 2024, and 2025 have yet to be determined.

We believe these results comport with the Compensation Committee’s intention of linking MSU payout with a relative level of achievement, based on shareholder return, and particularly our TSR performance during the prior three years as compared to the component companies of the Philadelphia Semiconductor Index (which was the comparison index for the MSU awards vesting in fiscal year 2025).