DEF 14A of Allegro Microsystems, Inc., Jun 21, 2023

DEF 14A of Allegro Microsystems, Inc.

Filed Jun 21, 2023 · FY20230000866291-23-000033

Open on EDGAR

  1. Proposal 1: Election of Directors

    Proposal 1: Election of Directors We currently have 11 directors on our Board. At the Annual Meeting, three Class III Directors, Andrew G. Dunn, Richard R. Lury, and Susan D. Lynch are to be elected to hold office until the 2026 Annual Meeting of Shareholders and until each such director’s respective successor is elected and qualified or until each such director’s earlier death, resignation or removal. The proposal regarding the election of directors requires the approval of a plurality of the votes properly cast. This means that the three nominees receiving the highest number of affirmative “FOR” votes will be elected as Class III Directors. Votes withheld and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal. As set forth in our Third Amended and Restated Certificate of Incorporation, the Board is currently divided into three classes with staggered, three-year terms. At each annual meeting of shareholders, the successors to directors with expiring terms will be elected to serve from the time of election and qualification until the third annual meeting following election. The current class structure is as follows: Class III, whose term currently expires at the Annual Meeting and whose subsequent term will expire at the 2026 Annual Meeting of Shareholders; Class I, whose term will expire at the 2024 Annual Meeting of Shareholders; and Class II, whose term will expire at the 2025 Annual Meeting of Shareholders. The current Class III Directors are Andrew G. Dunn, Richard R. Lury, and Susan D. Lynch; the current Class I Directors are Katsumi Kawashima, Reza Kazerounian, Joseph R. Martin and Vineet Nargolwala; and the current Class II Directors are Yoshihiro (Zen) Suzuki, David J. Aldrich, Kojiro (Koji) Hatano and Paul Carl (Chip) Schorr IV. In preparation for the initial public offering of our Common Stock in 2020 (the “IPO”), we entered into a stockholders agreement with Sanken Electric Co., Ltd. (“Sanken”) and OEP SKNA, L.P. (the “OEP Investor”), a fund affiliated with One Equity Partners (“OEP”). The stockholders agreement was amended and restated by the parties as of June 16, 2022 (as amended and restated, the “Stockholders Agreement”). Pursuant to the rights provided in the Stockholders Agreement, Messrs. Hatano, Kawashima and Lury were each designated by Sanken (each as a Sanken Director, as defined below); Messrs. Dunn and Schorr were each designated by the OEP Investor (each as an OEP Director, as defined below); Messrs. Aldrich and Martin and Ms. Lynch were each designated by the OEP Investor (each as an OEP Independent Director, as defined below); Mr. Kazerounian was designated by Sanken and the OEP Investor jointly (as an OEP-Sanken Joint Director, as defined below); and Mr. Suzuki was designated by the Board’s Nominating and Corporate Governance Committee (as the Nom/Gov Director, as defined below). As a result of the Stockholders Agreement and the aggregate voting power of the parties to the agreement, we expect that Sanken and the OEP Investor, acting in conjunction, will control the election of directors to the Board. For more information, including the definitions of Sanken Director, OEP Director, OEP Independent Director, OEP-Sanken Joint Director and Nom/Gov Director, see “Corporate Governance—Stockholders Agreement” on page 27. The division of our Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our Company. Our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds of the voting power of all of the then outstanding shares of voting stock of the Company entitled to vote at an election of directors; provided, however, that the directors who were originally designated for nomination in accordance with the Stockholders Agreement may be removed with or without cause, but only in accordance with, and to the extent provided by, the terms of the Stockholders Agreement. If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of Common Stock represented thereby for the election of each of Messrs. Dunn and Lury and Ms. Lynch as a Class III Director. In the event that any of the nominees should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board, or the Board may elect to reduce its size. The Board has no reason to believe that any of Messrs. Dunn or Lury or Ms. Lynch will be unable to serve if elected. Each of the nominees has consented to being named in this proxy statement and to serve if elected. The proposal regarding the election of directors requires the approval of a plurality of the votes properly cast. This means that the three nominees receiving the highest number of affirmative “FOR” votes will be elected as Class III Directors.

  2. Proposal 1: Election of Directors

    | | INNOVATION WITH PURPOSE | 15 |

  3. Proposal 1: Election of Directors

    Votes withheld and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

  4. Proposal 1: Election of Directors

    | RECOMMENDATION OF THE BOARD OF DIRECTORS | | The Board unanimously recommends a vote FOR the election of each of the below Class III Director nominees. |

  5. Nominees For Class III Director (terms to expire at the 2026 Annual Meeting)

    | Andrew G. Dunn | | | Age: 43 Board Committees: R&D and Strategy | Mr. Dunn has served as a member of our Board since 2017. Mr. Dunn is a Managing Director at OEP. Since 2008 at OEP, Mr. Dunn has worked on a range of investments in the business services, technology, media and telecommunications industries. Prior to and during the last five years, Mr. Dunn has also served and continues to serve on the board of directors of various OEP portfolio companies, including Neology, Inc., Leone Media Inc. (d/b/a “MediaKind”) and Orion Business Innovation. Mr. Dunn also serves on the board of directors of the American Friends of Eton College, a private non-profit organization. Prior to joining OEP, Mr. Dunn worked at the Boston Consulting Group, where he primarily served clients in the technology, media and telecommunications sectors. Mr. Dunn received a B.A. in Modern History from the University of Oxford in 2002 and his M.P.P. focused on International Trade and Finance from Harvard University, Kennedy School of Government in 2005. We believe Mr. Dunn’s knowledge and insight, gained through his experience with companies in the technology and telecommunications sectors, as well as his experience as a member of the board of directors of a wide variety of companies, make him well qualified to serve as a member of our Board. |

  6. Nominees For Class III Director (terms to expire at the 2026 Annual Meeting)

    | Richard R. Lury | | | Age: 75 Board Committees: NCGC (Chair) Compensation | Mr. Lury has served as a member of our Board since 2007. Mr. Lury served on the board of directors of Sanken and various committees from June 2015 to June 2022. Mr. Lury has also served on the board of directors for Hitachi Zosen Corporation, a Japanese industrial and engineering corporation since June 2016. Mr. Lury was previously a partner at Kelley Drye & Warren LLP, a New York-based law firm, which he joined in September 1989 and at which he practiced as a member of the Corporate Department and Chair of the Japan Practice Group until his retirement from the firm in 2015. Although retired, Mr. Lury retains Life Partner status with the firm. Mr. Lury received his B.A. in Political Science and International Relations from the University of Pennsylvania in 1969. Mr. Lury received his J.D. from Syracuse University College of Law in 1972. We believe Mr. Lury’s extensive legal expertise as an attorney and his insight gained as a member of the board of directors of Sanken, makes him well qualified to serve as a member of our Board. |

  7. Nominees For Class III Director (terms to expire at the 2026 Annual Meeting)

    | Susan D. Lynch | | | Age: 61 Board Committees: Audit | Ms. Lynch has served as a member of our Board since 2021. Since August 2019, Ms. Lynch has served as the Senior Vice President and Chief Financial Officer at V2X (formerly Vectrus, Inc.). From April 2016 to July 2019, Ms. Lynch was the Executive Vice President and Chief Financial Officer for Sungard Availability Services, which was involved in a pre-negotiated Chapter 11 bankruptcy restructuring in May of 2019. Before joining Sungard AS, from 2007 to 2015, Ms. Lynch was the Executive Vice President and Chief Financial Officer for Hitachi Data Systems (now Hitachi Vantara). From 2005 to 2007, Ms. Lynch was Vice President and Chief Financial Officer of Raytheon Technical Services. Before joining Raytheon, Ms. Lynch held a number of roles of increasing financial responsibility with Honeywell International Inc. from 1984 to 2005. Ms. Lynch received her B.A. in accounting and business administration from MidAmerica Nazarene University. She is also a certified public accountant. We believe Ms. Lynch’s knowledge and insight, gained through more than 25 years of financial experience through senior leadership roles in the technology, aerospace and defense, and industrial manufacturing industries make her well qualified to serve as a member of our Board. |

  8. Class I Directors

    Class I Directors

  9. Class I Directors

    | Katsumi Kawashima | | | Age: 58 | Mr. Kawashima joined our Board in June 2022. Since April 2022, Mr. Kawashima has served as Head of Corporate Design at Sanken, and since June 2021, Mr. Kawashima has also served as a Corporate Officer at Sanken. From April 2021 to March 2022, Mr. Kawashima served as Director of the General Affairs and Human Resources Division at Sanken, and from April 2018 to March 2021, he was the Deputy Director of this same division. Prior to joining Sanken, he was Senior Manager of the Market Planning Division of Resona Holdings, Inc. from April 2016 to March 2018. Mr. Kawashima serves on the board of directors of a number of Sanken affiliates. Mr. Kawashima received his B.S. in Physics from Tokyo University of Science, Tokyo, Japan in 1989. We believe Mr. Kawashima’s institutional knowledge and insight, acquired through numerous years of service to Sanken and its affiliates, make him well qualified to serve as a member of our Board. |

  10. Class I Directors

    | OTHER PUBLIC COMPANY BOARDS | | | CURRENT: None | PAST FIVE YEARS: None |

  11. Class I Directors

    | | INNOVATION WITH PURPOSE | 17 |

  12. Class I Directors

    | Reza Kazerounian | | | Age: 65 Board Committees: R&D and Strategy (Chair) | Dr. Kazerounian has served as a member of our Board since 2018. Dr. Kazerounian is the President of Alif Semiconductor, which he co-founded in 2019. From 2005 to 2009, Dr. Kazerounian served as President and Chief Executive Officer of the Americas region of STMicroelectronics, Inc. Prior to being appointed President and Chief Executive Officer of the Americas region, Dr. Kazerounian served in various senior management positions at STMicroelectronics. Dr. Kazerounian began his career at WaferScale Integration, which was later acquired by STMicroelectronics, where he was Chief Operating Officer at the time of the acquisition. From 2009 to 2012, Dr. Kazerounian served as Senior Vice President and General Manager of the Automotive, Industrial, and Microcontroller Solutions Group of Freescale Semiconductors, Inc. From 2013 to 2016, Dr. Kazerounian served as Senior Vice President and General Manager at Atmel Corporation, a designer and manufacturer of semiconductors. Dr. Kazerounian has registered 14 patents and authored and co-authored over 22 publications. Dr. Kazerounian received a B.S. from the University of Illinois, Chicago Circle in 1980 and a Ph.D. from the University of California, Berkeley in 1985, each in Electrical Engineering and Computer Science. We believe Dr. Kazerounian’s knowledge and insight, gained through his experience in leading companies in the semiconductor field, make him well qualified to serve as a member of our Board. |

  13. Class I Directors

    | OTHER PUBLIC COMPANY BOARDS | | | CURRENT: None | PAST FIVE YEARS: None |

  14. Class I Directors

    | Joseph R. Martin | | | Age: 75 Board Committees: Audit (Chair) R&D and Strategy | Mr. Martin has served as a member of our Board since 2017. Since 2001, Mr. Martin has been a member of the board of directors of Azenta Inc., which changed its name from Brooks Automation in December 2021, and has been Chairman since 2006. Mr. Martin has also served on the board of directors of Bionik Labs since 2018. Previously, he served as Co-Chairman of Fairchild Semiconductor Corporation, and prior to that as its Senior Executive Vice President and Chief Financial Officer. He also served as the Vice Chairman of Fairchild's board of directors. Mr. Martin has also previously served on the board of directors of other public companies, including Collectors Universe (chair of the Nominating and Governance Committee), Soitec Semiconductor (chair of the Audit Committee), and ChipPac Inc. (chair of the Audit Committee). Mr. Martin also serves on the board of trustees of Embry-Riddle Aeronautical University. Mr. Martin received a B.S. in Aeronautics in 1974 and was awarded an honorary Ph.D. in 2018, both from Embry-Riddle Aeronautical University. Mr. Martin received an M.B.A. from the University of Maine in 1976. Mr. Martin holds an Executive Master’s Professional Certification from the American College of Corporate Directors, a director education and credentialing organization, and he is also a member of the National Association of Corporate Directors. We believe Mr. Martin’s extensive public company board experience and his knowledge and insight into the semiconductor industry, make him well qualified to serve as a member of our Board. |

  15. Class I Directors

    | OTHER PUBLIC COMPANY BOARDS | | | CURRENT: Azenta Inc., Bionik Labs | PAST FIVE YEARS: Collectors Universe (until 2020) |

  16. Class I Directors

    | | INNOVATION WITH PURPOSE | 18 |

  17. Class I Directors

    | Vineet Nargolwala | | | Age: 50 | Mr. Nargolwala has served as our President and Chief Executive Officer and as a member of our Board since joining the Company in June 2022. Mr. Nargolwala is a technology executive with over 25 years of global executive leadership experience. Prior to joining the Company, Mr. Nargolwala previously served as Executive Vice President of Sensing Solutions at Sensata Technologies, a leading industrial technology company that develops sensors and sensor-based solutions for the automotive, heavy vehicle and off-road, industrial, and aerospace industries, from March 2020 to May 2022. Mr. Nargolwala joined Sensata as Vice President, Sensors Americas in February 2013 and was later promoted to Senior Vice President, Performance Sensing, North America, Japan and Korea in April 2016. In February 2019, he was appointed Senior Vice President, General Manager, Global Safety & Mobility, and in September 2019, he was appointed Senior Vice President, Sensing Solutions. Prior to Sensata, he was with Honeywell International Inc. (“Honeywell”) for over nine years in business strategy and P&L leadership roles of increasing responsibility. Prior to Honeywell, Mr. Nargolwala was at Nortel Networks in product management and engineering roles. He has been a member of the board of Brady Corporation since February 2022. Mr. Nargolwala holds a bachelor’s degree in Electrical Engineering from Maharaja Sayajirao University in Baroda, India, a master’s degree in Electrical Engineering from the University of Texas and a Master of Business Administration from Cornell University. We believe Mr. Nargolwala’s experience and insight, acquired through his over 25 years as a technology executive, make him well qualified to serve as a member of our Board. |

  18. Class I Directors

    | OTHER PUBLIC COMPANY BOARDS | | | CURRENT: Brady Corporation | PAST FIVE YEARS: None |

  19. Class II Directors

    Class II Directors

  20. Class II Directors

    | Yoshihiro (Zen) Suzuki | | | Age: 64 Chairman of the Board Board Committees: R&D and Strategy | Mr. Suzuki has served as our Chairman and a member of our Board since 2018 and has served on our Board since 2001. From July 2013 until his retirement in June 2022, Mr. Suzuki served as a director and Senior Vice President at Sanken. Mr. Suzuki previously served as the Chairman and Chief Executive Officer of Polar Semiconductor, LLC from July 2005 until his retirement in May 2022. In addition, from 2005 until his retirement in May 2022, Mr. Suzuki served as a member of the board of directors of Polar Semiconductor, LLC and its predecessor entity. From 2013 to 2018, Mr. Suzuki served on the board of directors of Sanken North America Inc. Mr. Suzuki has also served on the board of directors of a variety of other Sanken affiliates and has over 40 years of experience with Sanken and its affiliates. After joining Sanken in 1982, Mr. Suzuki held various senior leadership positions and general management roles, including Chief Executive Officer of Sanken North America, Inc. Mr. Suzuki received his B.S. in Physics and Engineering Science from Chuo University, Tokyo, Japan in 1982. We believe Mr. Suzuki’s institutional knowledge and insight, acquired through numerous years of service to Sanken and its affiliates, as well as his experience as a member of our Board, make him well qualified to serve as a member of our Board. |

  21. Class II Directors

    | OTHER PUBLIC COMPANY BOARDS | | | CURRENT: None | PAST FIVE YEARS: Sanken Electric Co., Ltd. |

  22. Class II Directors

    | | INNOVATION WITH PURPOSE | 19 |

  23. Class II Directors

    | David J. Aldrich | | | Age: 66 Board Committees: Audit NCGC | Mr. Aldrich has served as a member of our Board since 2021. Mr. Aldrich served in numerous senior leadership positions at Skyworks Solutions, Inc. (“Skyworks”), an innovator of high-performance analog semiconductors connecting people, places and things, including as its Chairman from 2014 to 2021, Executive Chairman from 2016 to 2018, its Chief Executive Officer from 2014 to 2016, and its President and Chief Executive Officer from 2000 to 2014. From 2000 to May 2021, Mr. Aldrich also served as a member of the board of directors of Skyworks. Since 2007, Mr. Aldrich has served as a member of the board of directors of Belden, Inc., a publicly traded manufacturer of networking, connectivity, and cable products, and has served as chairman of the board since 2021. Mr. Aldrich is also currently chairman of the board of indie Semiconductor, an automotive semiconductor and software company, a position he has held since 2021. From 2017 until its 2021 acquisition by Cisco Systems, Inc., Mr. Aldrich served as a member of the board of directors of Acacia Communications, Inc., a publicly traded optical networking strategy and technology company. Mr. Aldrich received his B.A. in Political Science from Providence College in 1979 and an M.B.A. from the University of Rhode Island in 1981. We believe that Mr. Aldrich’s knowledge and insight, gained through his executive roles at Skyworks and through his service as a board member of multiple public companies, make him well qualified to serve as a member of our Board. |

  24. Class II Directors

    | OTHER PUBLIC COMPANY BOARDS | | | CURRENT: Belden, Inc., indie Semiconductor | PAST FIVE YEARS: Acacia Communications, Inc. (until 2021), Skyworks Solutions, Inc. (until 2021) |

  25. Class II Directors

    | Kojiro (Koji) Hatano | | | Age: 56 | Mr. Hatano joined our Board in June 2022. Mr. Hatano has served as General Manager of U.S. Business Enhancement for Sanken since April 2022 and has also served as Corporate Officer of Sanken since June 2022. In addition, he has served as Chairman and Chief Executive Officer of Polar Semiconductor, LLC since May 2022. Mr. Hatano also served as Manager of Business Performance for the Company from January 2006 until December 2022. In addition, since May 2021, Mr. Hatano has served as a member of the board of directors of Polar Semiconductor LLC, and he has served on the board of directors of Sanken Electric Europe Limited since March 2020. Mr. Hatano received his B.A. in Social Science from Waseda University, Tokyo, Japan in 1991. We believe Mr. Hatano’s institutional knowledge and insight, acquired through numerous years of service to the Company and Sanken and its affiliates, as well as his experience on other company boards, make him well qualified to serve as a member of our Board. |

  26. Class II Directors

    | OTHER PUBLIC COMPANY BOARDS | | | CURRENT: None | PAST FIVE YEARS: None |

  27. Class II Directors

    | | INNOVATION WITH PURPOSE | 20 |

  28. Class II Directors

    | Paul Carl (Chip) Schorr IV | | | Age: 56 Board Committees: Compensation (Chair) NCGC | Mr. Schorr has served as a member of our Board since 2017. Mr. Schorr is a Senior Managing Director at OEP. From 2011 to 2015, Mr. Schorr served as Chairman and Managing Partner of Augusta Columbia Capital, a private equity firm of which he was a founder, which was acquired by OEP in 2015. In addition, Mr. Schorr was a Senior Managing Director at The Blackstone Group Inc. from 2005 to 2011, where he served as the Global Head of Technology Investing. Mr. Schorr was also a Managing Partner at Citigroup Venture Capital Equity Partners from 1996 to 2005. Since 2018, Mr. Schorr has served on the board of directors of Orion Business Innovation. Mr. Schorr served on the board of directors of One Equity Partners Open Water I Corp., a special purpose acquisition company, from 2021 until the company went private in December 2022. Since 2010, Mr. Schorr has served on the board of directors of Ameritas Mutual Holding Company and Ameritas Life Insurance Corp. Mr. Schorr has served on the board of directors of CDI, a provider of IT infrastructure hardware and software, consulting, and managed services. Mr. Schorr has served on the board of directors of Emso Asset Management Limited, a London-based alternative asset manager focused on emerging markets, since 2014, and has served on the board nominating committee of Crayon Group Holding ASA, a Norwegian public company specializing in IT and digital transformation services, since 2020. Mr. Schorr also serves on the board of directors of each of Spartronics, Inc., an electronic manufacturing services company, Infobip, a CPaaS company, Mythics, an IT services company, and CloudOne Digital, a data center company. Mr. Schorr also serves on the board of directors of various non-profit organizations including Jazz at Lincoln Center, the Whitney Museum in New York City, and the Snowmass Chapel. Mr. Schorr received a B.S.F.S. from The School of Foreign Service of Georgetown University in 1989. Mr. Schorr received his M.B.A. from Harvard Business School in 1993. We believe Mr. Schorr’s extensive experience in leadership positions at financial institutions and his knowledge and insight in the technology sector, as well as his board experience, make him well qualified to serve as a member of our Board. |

  29. Class II Directors

    | OTHER PUBLIC COMPANY BOARDS | | | CURRENT: None | PAST FIVE YEARS: One Equity Partners Open Water I Corp. |

  30. Class II Directors

    | | INNOVATION WITH PURPOSE | 21 |

  31. Class II Directors

    PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

  32. CEO Transition in Fiscal Year 2023

    CEO Transition in Fiscal Year 2023 Mr. Nargolwala joined the Company as President and Chief Executive Officer on June 13, 2022, succeeding Mr. Vig, who retired from the Company, effective the same day. Employment Agreement with Mr. Nargolwala In connection with Mr. Nargolwala’s hire, the Company entered into an employment agreement with Mr. Nargolwala (the “Employment Agreement”). Under the Employment Agreement, Mr. Nargolwala’s annual base salary was set at $600,000, and his target award under the Company’s Annual Incentive Plan (“AIP”) was set at 110% of his annual base salary (prorated for fiscal year 2023 based on the partial year served, with the pro-rated amount being at least equal to 110% of his annual base salary). In addition to the prorated annual bonus that Mr. Nargolwala received in 2023, under the terms of the Employment Agreement, Mr. Nargolwala also received a $217,000 signing bonus (the “Signing Bonus”). In the event that Mr. Nargolwala voluntarily resigns without Good Reason or the Company terminates his employment for Cause (as each such capitalized term is defined in the Employment Agreement) before July 1, 2023, Mr. Nargolwala will be required to repay the full Signing Bonus. In the event that Mr. Nargolwala voluntarily resigns without Good Reason or the Company terminates his employment for Cause between July 1, 2023 and July 1, 2024, Mr. Nargolwala will be required to repay a prorated amount of the Signing Bonus based upon the number of months worked during the two-year period ending on July 1, 2024. Under the Employment Agreement, on June 13, 2022, Mr. Nargolwala received a one-time grant of time-based restricted stock units (“RSUs”) representing a number of shares of the Company’s Common Stock having a grant date fair value of $4 million divided by the closing price of a share of the Company’s Common Stock on Nasdaq on that date (“Sign-On Equity Award”). The RSUs vested as to 60% of the underlying shares on the first anniversary of the grant date, and the remaining 40% of the underlying shares will vest on the second anniversary of the grant date, subject to Mr. Nargolwala’s continued employment with the Company through the vesting date. In addition, under the Employment Agreement, on August 1, 2022, Mr. Nargolwala received an initial equity award representing a number of shares of Common Stock having a grant date fair value of $4 million divided by the closing price of a share of the Company’s Common Stock on Nasdaq on that date (the “Initial Equity Award”). Forty percent of the Initial Equity Award was granted in the form of RSUs that will vest 25% per year over four years on the anniversary of the grant date, subject to Mr. Nargolwala’s continued employment with the Company through the vesting date. The remaining 60% of the total Initial Equity Award was granted in the form of performance-based restricted stock units (“PSUs”) that vest based on achievement of performance goals and continued service over a three-year performance period.

  33. Important 2023 Compensation Actions

    FY2023 ceo compensation 11% 14% 75% 40% 60% fy2023 ceo target lti psus rsus variable, at risk compensation, 89% base salary aip (target) lti (annual equity award target) fy 2023 other neo compensation 20% 14% 66% fy2023 other neo avg lti 40% 60% psus rsus variable, at risk compensation, 80% base salary aip (Target) lti (annual equity award target)

  34. What we do

    | √ | We make a significant portion of each NEO’s overall compensation dependent on our performance measures against pre-determined targets for short- and long-term financial performance measures, targets that we believe are challenging, yet achievable. | | √ | We provide a significant portion of each NEO’s overall compensation opportunity in the form of at-risk, equity-based incentive awards to establish a strong link between an NEO’s compensation and our stock price performance. | | √ | Our NEOs and independent members of our Board who receive compensation from the Company for their Board service are subject to robust stock ownership guidelines. | | √ | Our 2020 Omnibus Incentive Compensation Plan (the “2020 Plan”) provides for recoupment of incentive awards in the event of a material financial restatement due to material noncompliance with financial reporting requirements or breach of restrictive covenants. |

  35. Role of the Compensation Committee, Compensation Consultant and Management

    Role of the Compensation Committee, Compensation Consultant and Management In setting executive compensation, the Compensation Committee considers a number of factors, including the CEO’s recommendations (other than with respect to his own compensation), the recommendations and competitive market data and analysis provided by the Compensation Committee’s independent compensation consultant, Company performance and each executive’s impact on that performance, each executive’s relative scope of responsibility and potential, each executive’s individual performance and demonstrated leadership, and each executive’s professional experience and tenure with the Company. The Compensation Committee also considers prior fiscal year adjustments to executive compensation, historical payments under our AIP and our historical equity award grant practices. The Compensation Committee has the final authority to approve annual compensation packages for all executives. Prior to the start of each fiscal year, we develop Company performance metrics aligned with our annual operating plan for our employees, including our NEOs. These goals represent key performance objectives that are incorporated into the AIP framework and then submitted to the Compensation Committee for consideration and approval. After our fiscal year-end financial results are available, the Compensation Committee approves annual bonus payout amounts under our AIP for our executives for the just-completed fiscal year. The Compensation Committee has engaged Meridian Compensation Partners, LLC (“Meridian”), an independent compensation consulting firm, to provide research and analysis and to make recommendations on the form and level of executive compensation. The Compensation Committee sought input from Meridian on executive compensation matters for the 2023 fiscal year, including the design and competitive position of our executive compensation program, our peer group (see the following page for additional information on our peer group), appropriate compensation levels, and evolving compensation trends. Based on its consideration of the various factors set forth in the rules promulgated by the SEC and Nasdaq rules, the Compensation Committee has determined that the work performed by Meridian has not raised any conflict of interest.

  36. Competitive Positioning

    Competitive Positioning We perform a competitive market analysis of our executive compensation programs annually and director compensation programs biennially to ensure that the total compensation packages of our executive officers and the non-employee members of our Board are within a reasonably competitive range of companies of similar industry, size and complexity. In connection with its fiscal year 2023 compensation actions and decisions, the Compensation Committee considered a competitive market analysis prepared by Meridian in February of 2022 (see below for more information on the competitive market analysis). The Meridian analysis determined that the NEOs’ cash compensation, comprised of annual base salary, plus annual target bonus

  37. Competitive Positioning

    | | INNOVATION WITH PURPOSE | 40 |

  38. Competitive Positioning

    under the AIP, approximated the 50th percentile relative to competitive market data. The analysis also found that the equity incentive awards that we granted during fiscal year 2022 approximated the 50th percentile in aggregate and, on an executive-to-executive basis, ranged from the 30th to the 75th percentile. This analysis excluded compensation for Mr. Nargolwala, who did not join the Company until June 2022 and whose compensation package relied on competitive data and was designed to induce him to join the Company. The Compensation Committee considered these results in its compensation program decision-making for fiscal year 2023. Competitive Market Analysis In February 2022, Meridian conducted a competitive market analysis to support the Compensation Committee in connection with its executive and non-employee director compensation decisions for fiscal year 2023. To develop an understanding of the competitive marketplace, the Compensation Committee reviewed the executive compensation practices of a group of publicly traded companies (the “Peer Group”) based on compensation data gathered from publicly available filings. Meridian worked with the Compensation Committee to review the Company’s Peer Group. In determining the Peer Group to be utilized in making compensation decisions for fiscal year 2023, the Compensation Committee and Meridian reviewed and considered factors such as industry, total revenue, market capitalization, growth, and profitability margins. The Peer Group was selected based on the evaluation of all of these factors, and consisted of the following 14 companies:

  39. Competitive Positioning

    | Peer Group | | | Cirrus Logic, Inc. | ON Semiconductor Corporation | | Diodes Incorporated | Power Integrations, Inc. | | Lattice Semiconductor Corporation | Rambus Inc. | | MACOM Technology Solutions Holdings, Inc. | Semtech Corporation | | MaxLinear, Inc. | Silicon Laboratories Inc. | | Microchip Technology Incorporated | Synaptics Incorporated | | Monolithic Power Systems, Inc. | Wolfspeed, Inc. (formerly Cree, Inc.) |

  40. Competitive Positioning

    As compared to our prior Peer Group composition, the Compensation Committee determined to remove Brooks Automation, Inc. (now Azenta, Inc.) following the divestiture of its semiconductor solutions group, Inphi Corporation following its acquisition by Marvell Technology Group, and Analog Devices, Inc. due to its much higher revenue, headcount and market capitalization as compared to our own. The Compensation Committee added Rambus Inc. due to its industry relevance and to position the Peer Group median revenue, headcount and market capitalization closer to our own. As indicated in the table below, at the time of the competitive market analysis in February 2022, our revenue approximated the Peer Group 29th percentile, our headcount the 79th percentile, and our market capitalization the 50th percentile.

  41. Competitive Positioning

    | | INNOVATION WITH PURPOSE | 41 |

  42. Competitive Positioning

    | Allegro Compared to Peer Group, Sorted from Highest to Lowest | | | | Revenue | Headcount | Market Cap | | Microchip Technology Incorporated | ON Semiconductor Corporation | Microchip Technology Incorporated | | ON Semiconductor Corporation | Microchip Technology Incorporated | ON Semiconductor Corporation | | Diodes Incorporated | Diodes Incorporated | Monolithic Power Systems, Inc. | | Cirrus Logic, Inc. | Allegro MicroSystems, Inc. | Wolfspeed, Inc. | | Synaptics Incorporated | Wolfspeed, Inc. | Synaptics Incorporated | | Monolithic Power Systems, Inc. | Monolithic Power Systems, Inc. | Lattice Semiconductor Corporation | | MaxLinear, Inc. | Silicon Laboratories Inc. | Silicon Laboratories Inc. | | Wolfspeed, Inc. | MaxLinear, Inc. | Allegro MicroSystems, Inc. | | Silicon Laboratories Inc. | Cirrus Logic, Inc. | Cirrus Logic, Inc. | | Semtech Corporation | Synaptics Incorporated | Power Integrations, Inc. | | Allegro MicroSystems, Inc. | Semtech Corporation | MaxLinear, Inc. | | Power Integrations, Inc. | MACOM Technology Solutions Holdings, Inc. | Semtech Corporation | | MACOM Technology Solutions Holdings, Inc. | Lattice Semiconductor Corporation | MACOM Technology Solutions Holdings, Inc. | | Lattice Semiconductor Corporation | Power Integrations, Inc. | Diodes Incorporated | | Rambus Inc. | Rambus Inc. | Rambus Inc. | | Allegro = 29th percentile | Allegro = 79th percentile | Allegro = 50th percentile |

  43. Competitive Positioning

    The Compensation Committee uses the market analysis as a reference point to ensure that our executive compensation program is competitive with market practice for our Peer Group. In the case of each executive officer, the Compensation Committee compares the overall compensation of each individual against the compensation data developed through the market analysis, if their position is sufficiently similar to the positions identified in the data to make the comparison meaningful. The Compensation Committee reviews a full array of competitive market data as part of this comparison process rather than isolating a particular percentile with respect to any portion of the executives’ pay. Ultimately, the Compensation Committee’s decisions with respect to each executive’s total compensation, and each individual compensation element, are based in large part on its assessment of the Company’s and individual’s performance, as well as other factors, such as internal equity across the organization.

  44. Compensation Elements

    | Compensation Element | Purpose | Timing of Payment(s) | | Base Salary Representing the only fixed element of total direct compensation | •Provide a competitive fixed rate of pay relative to similar positions in the market. •Enable the Company to attract and retain critical executive talent. | •Paid bi-weekly throughout the year | | Annual Incentive Plan (AIP) Cash-settled and tied to the achievement of short-term (one year or less) Company financial and / or strategic goals | •Focus executive officers on achieving progressively challenging short-term performance goals that align with the Company’s annual operating plan and result in long-term value creation. | •Lump-sum payment in the first quarter of the following fiscal year for executives as of the end of the fiscal year | | Long-Term Incentives Comprised of a selection of equity instruments and vesting criteria tailored to promote long-term alignment of pay with shareholders | •Focus our executive officers on long-term relative and absolute performance goals that strongly align with and drive shareholder value creation, as well as support the Company’s leadership retention strategy. | •Annual equity awards generally vest over a three or four-year period from date of grant |

  45. Compensation Elements

    1. Mr. Nargolwala joined the Company in June 2022. 2. Mr. D’Antilio joined the Company in January 2022. 3. Mr. Doogue’s salary was subsequently adjusted to $390,000 in September 2022 in connection with becoming SVP, Chief Technology Officer. Fiscal Year 2023 AIP Each of our NEOs participates in our AIP, which is focused on rewarding our executive officers for annual operating performance that meets or exceeds pre-established goals. The Compensation Committee periodically reviews and determines each NEO’s target bonus opportunity (expressed as a percentage of base salary) under the AIP. During fiscal year 2023, the Compensation Committee reviewed each NEO’s target bonus opportunity, approving the adjustment to Mr. Doogue’s target shown in the table below. The Compensation Committee considered the same factors as in its deliberations relating to base salaries, as well as our desire to motivate achievement of short-term financial objectives via meaningful annual incentive opportunities. Each NEO’s target bonus opportunity was generally aligned to the market 50th percentile, as detailed in the February 2022 competitive analysis.

  46. Compensation Elements

    | Name | 2022 Target AIP (% of Base Salary) | 2023 Target AIP (% of Base Salary) | Increase (%) | Reason for Change | | Vineet Nargolwala | n/a | 110.0% | —% | | | Derek P. D'Antilio | 75.0% | 75.0% | —% | | | Sharon S. Briansky | 70.0% | 70.0% | —% | | | Max R. Glover | 75.0% | 75.0% | —% | | | Michael C. Doogue | 70.0% | 75.0% | 5.0% | Market adjustment | | Former Officer | | | | | | Ravi Vig | 125.0% | 125.0% | —% | |

  47. Compensation Elements

    The actual amount of the annual bonuses paid under the AIP each year may be more or less than the applicable NEO’s target bonus opportunity, depending on Company performance against a set of pre-established performance metrics. For fiscal year

  48. Compensation Elements

    | | Performance Metric | | Threshold | Target | Maximum | Actual Performance | | | Performance EBIT 1 | Performance Goals ($M) | $200.0 | $247.0 | $270.0 | $282.6 | | | | % Pool Funding | 80.0% | 100.0% | 200.0% | 200.0% | | | Revenue | Performance Goals ($M) | $829.4 | $916.6 | $960.0 | $973.7 | | | | % Pool Funding | 80.0% | 100.0% | 200.0% | 200.0% |

  49. Compensation Elements

    1. Actual performance for Performance EBIT for the period is calculated from GAAP operating income, as adjusted as provided in Appendix A.Target aip mix 70% 30% performance ebit revenue In May 2023, the Compensation Committee assessed the Company’s fiscal year 2023 achievement of the corporate performance objectives. The sum of the Performance EBIT portion of the pool funding (70% weighting multiplied by the actual Performance EBIT financial performance of 200%) plus the revenue portion of the pool funding (30% weighting multiplied by the actual revenue financial performance of 200%) for fiscal year 2023 resulted in achievement at 200% of target. Additionally, the Compensation Committee did not choose to exercise upward or downward discretion based on individual performance for fiscal year 2023 AIP payout determinations, and so the Multiplier for Individual Performance for all NEOs was 1.0. Per the terms of his Severance Agreement, the portion of Mr. Vig’s lump-sum payment attributable to his 2023 AIP award was funded at the projected annual bonus rate on his retirement date and prorated to reflect his partial service in fiscal year 2023. The projected annual bonus rate as of his retirement date was calculated to be $323,397. The table below illustrates the final AIP payout determinations for each NEO.

  50. Compensation Elements

    | Name | 2023 Target AIP ($) | Pool Funding per Corporate Achievement | Multiplier for Individual Performance | Final AIP Payout ($) | | Vineet Nargolwala 1 | $526,192 | 200% | 1.00 | $1,052,384 | | Derek D'Antilio | $300,000 | 200% | 1.00 | $600,000 | | Sharon S. Briansky | $262,500 | 200% | 1.00 | $525,000 | | Max R. Glover | $288,750 | 200% | 1.00 | $577,500 | | Michael C. Doogue 2 | $292,500 | 200% | 1.00 | $585,000 |

  51. Compensation Elements

    1. Amounts in the 2023 Target AIP and Final AIP Payout columns reflect a proration for partial year of service in fiscal year 2023. 2. Based on Mr. Doogue’s base salary as of the end of fiscal year 2023. The AIP payments with respect to fiscal year 2023 detailed above were paid to each NEO on June 2, 2023. Additional Bonus Awards in Fiscal Year 2023 Mr. Nargolwala received a $217,000 Signing Bonus in accordance with his Employment Agreement to incentivize him to join the Company. In the event that Mr. Nargolwala voluntarily resigns without Good Reason or the Company terminates his employment for Cause (as each such term is defined in the Employment Agreement) before July 1, 2023, Mr. Nargolwala will be required to repay the full Signing Bonus. In the event that Mr. Nargolwala voluntarily resigns without Good Reason or the Company terminates his employment for Cause between July 1, 2023 and July 1, 2024, Mr. Nargolwala will be required to

  52. Fiscal Year 2023 Equity Compensation

    Fiscal Year 2023 Equity Compensation We use equity awards as a form of long-term incentive compensation to motivate and reward executive officers for effectively executing longer-term strategic and financial objectives. The multi-year vesting provisions of these awards also support the Company’s leadership retention strategy. The value of these equity awards is based on the value of our Common Stock, and these awards help align the interests of our executive officers with those of the Company’s shareholders. In fiscal year 2023, our annual equity awards consisted of a combination of RSUs and PSUs. Further details regarding awards granted during fiscal year 2023 are set forth below. The Compensation Committee elected to use PSUs as the primary equity vehicle for annual equity awards to NEOs because these awards provide upside potential for superior performance, and decline in award size, potentially to zero, for performance that is below threshold level expectations. For each eligible executive, the Committee considers the relative value of equity awards compared to the equity awards held by other executive officers, the desired incentive mix between PSU awards and RSU awards, a compensation analysis performed by Meridian, and the individual experience, skills and performance level of the executive officer to determine the size of equity awards. Annual Equity Awards The annual equity awards granted to each of our NEOs consisted of RSUs (40% of each award) and PSUs (60% of each award). The RSUs are scheduled to vest in four equal installments on each of May 16, 2023, 2024, 2025, and 2026, subject to continued employment through each vesting date. The PSUs vest based on achievement of three separate performance and service criteria, as outlined in the table below and described in greater detail following the table.

  53. Fiscal Year 2023 Equity Compensation

    | | Performance Metric | PSU Award Weighting (at target) | Performance Period | Additional Service-Based Vesting after Performance Period | | | Relative Total Shareholder Return (“Relative TSR”) | 50% | Three years (fiscal years 2023 through 2025) | Earned shares (if any) based on this metric vest on May 16, 2025 | | | Strategic Products Revenue | 25% | One year (fiscal year 2023) | Earned portion of PSU shares (if any) based on this metric vest 50% on May 16, 2023, and 50% on May 16, 2024 | | | Cumulative Performance EBITDA | 25% | One third allocated to each of one year (fiscal year 2023), two year (fiscal years 2023 and 2024) and three year (fiscal years 2023 through 2025) performance periods | Earned portion of PSU shares (if any) based on this metric vest on May 16, 2025 |

  54. Fiscal Year 2023 Equity Compensation

    Psu award weighting (at target) 25% 50% 25% relative tsr strategic product revenue cumulative performance ebitda The Relative TSR portion of the PSUs are earned based on our total shareholder return (“TSR”) performance, as measured relative to the performance of companies in the SOX Index over a three-year period (fiscal years 2023 through 2025). Target vesting at 100% of this portion of the award is achieved if the Company’s TSR equals the TSR of the median company in the SOX Index. The actual number of PSUs that will be earned can range from 0% - 200% of the target amount, with a threshold vest (fixed at 50% of the target number of PSUs for this portion of the award) achieved if the Company’s TSR equals the TSR of the 25th percentile SOX Index company, and a maximum vest (fixed at 200% of the target number of PSUs for this portion of the

  55. Fiscal Year 2023 Equity Compensation

    | | INNOVATION WITH PURPOSE | 45 |

  56. Fiscal Year 2023 Equity Compensation

    award) achieved if the Company’s TSR equals the TSR of the 75th percentile SOX Index company. Straight line interpolation is used for vesting determinations for performance between threshold and target or between target and maximum. If the Company’s TSR is negative during the performance period, vesting is capped at target for this portion of the award, regardless of what the award formula would otherwise specify for this portion of the award.

  57. Fiscal Year 2023 Equity Compensation

    | Performance Metric | | | Threshold | | Target | | Maximum | | Relative TSR - TSR percentile rank vs. SOX Index | Goal | <25th | 25th | 37.5th | 50th | 62.5th | 75th | | | Payout % (positive TSR) | —% | 50.0% | 75.0% | 100.0% | 150.0% | 200.0% | | | Payout % (negative TSR) | —% | 50.0% | 75.0% | 100.0% | 100.0% | 100.0% |

  58. Fiscal Year 2023 Equity Compensation

    The Strategic Products revenue portion of the PSUs are earned based on our revenue applicable to products that drove our growth in the e-Mobility and select industrial markets in fiscal year 2023 (the “Strategic Products”), as compared to pre-established threshold, target and maximum goals. The table below illustrates Strategic Products revenue PSU payout determinations at various levels of performance, including actual performance in fiscal year 2023, and the resulting payout (i.e., the percentage of target PSUs for this portion of the award that vested one half on May 16, 2023, with the remaining half to vest on May 16, 2024, subject to a recipient meeting the continued service requirement). For performance between points referenced in the table, straight line interpolation was used for PSU vesting determination.

  59. Fiscal Year 2023 Equity Compensation

    | Performance Metric | | Threshold | Target | Maximum | Actual Performance | | Strategic Products revenue FY23 ($ millions) | Goal ($ millions) | $360.0 | $400.0 | $420.0 | $477.1 | | | Payout % | 50.0% | 100.0% | 200.0% | 200.0% |

  60. Fiscal Year 2023 Equity Compensation

    The cumulative non-GAAP adjusted EBITDA, further adjusted for the operational impact of acquisitions (“Performance EBITDA”) portion of the PSUs are earned based on cumulative Performance EBITDA, as compared to threshold, target and maximum goals for each of fiscal year 2023, the two-year period encompassing fiscal years 2023 and 2024, and the three-year period encompassing fiscal years 2023, 2024 and 2025. The table below illustrates cumulative Performance EBITDA PSU payout determinations for the one-third of cumulative Performance EBITDA PSUs allocated to fiscal year 2023 performance, and the resulting payout (i.e., the percentage of PSUs allocated to fiscal year 2023 performance that will vest on May 16, 2025, subject to a recipient meeting the continued service requirement) for this portion of the award. For performance between points referenced in the table, straight line interpolation was used for the PSU vesting determination.

  61. Fiscal Year 2023 Equity Compensation

    | Performance Metric | | Threshold | Target | Maximum | Actual Performance1 | | Fiscal Year 2023 Cumulative Performance EBITDA | Goal ($ millions) | $243.8 | $297.7 | $319.0 | $332.3 | | | Payout % | 50.0% | 100.0% | 200.0% | 200.0% |

  62. Fiscal Year 2023 Equity Compensation

    1. Actual performance for cumulative Performance EBITDA for the period is calculated from GAAP net income, as adjusted as provided in Appendix A, with such number calculated above the baseline level of Performance EBITDA for fiscal 2022. The table below illustrates how payouts for this portion of the award will be determined for each of (1) the two-year period encompassing fiscal years 2023 and 2024, and (2) the three-year period encompassing fiscal years 2023, 2024, and 2025.

  63. Fiscal Year 2023 Equity Compensation

    | Performance Metric | | Threshold | Target | Maximum | | Fiscal Years 2023-2024 Cumulative Performance EBITDA | Goal | 84.72% of Plan1 | At Plan1 | 106.77% of Plan1 | | | Payout % | 50.0% | 100.0% | 200.0% | | Fiscal Years 2023-2025 Cumulative Performance EBITDA | Goal | 86.32% of Plan1 | At Plan1 | 106.3% of Plan1 | | | Payout % | 50.0% | 100.0% | 200.0% |

  64. Fiscal Year 2023 Equity Compensation

    1. Respective goals for “Plan” as approved by the Board for our 2023-2025 business plan.

  65. Fiscal Year 2023 Equity Compensation

    | | INNOVATION WITH PURPOSE | 46 |

  66. Fiscal Year 2023 Equity Compensation

    Mr. Nargolwala’s Sign-On and Initial Equity Awards In connection with and as inducement to Mr. Nargolwala’s joining the Company, Mr. Nargolwala was granted the one-time Sign-On Equity Award on June 13, 2022. The Sign-On Equity Award represented the number of shares of Common Stock having a grant date fair value of $4 million divided by the closing price of a share of the Company’s Common Stock on Nasdaq on the date of grant. The Sign-On Equity Award RSUs vested as to 60% of the underlying shares on the first anniversary of the grant date, and the remaining 40% of the underlying shares will vest on the second anniversary of the grant date, subject to Mr. Nargolwala’s continued employment with the Company through the vesting date. Mr. Nargolwala was also granted the Initial Equity Award on August 1, 2022. The Initial Equity Award was designed to match the composition and terms of the annual equity award provided to each of the other NEOs. Accordingly, 40% of the Initial Equity Award was granted in the form of RSUs that will vest 25% per year over four years on the anniversary of the grant date, subject to Mr. Nargolwala’s continued employment with the Company through the vesting date, and the remaining 60% of the total Initial Equity Award was granted in the form of PSUs that vest based on achievement of performance goals and continued service over a three-year performance period. The design and weighting of each PSU metric was identical to the fiscal year 2023 grant made to the other NEOs. The Initial Equity Award represented the number of shares of Common Stock having a grant date fair value of $4 million divided by the closing price of a share of the Company’s Common Stock on Nasdaq on the date of grant. Additional Retention Awards to Ms. Briansky and Messrs. D’Antilio, Glover and Doogue In connection with the appointment of Mr. Nargolwala as our Chief Executive Officer, we granted retention awards of RSUs in June 2022 to Ms. Briansky, Mr. Glover, and Mr. Doogue and amended the vesting terms of Mr. Glover’s and Mr. Doogue’s outstanding RSU and PSU awards. In approving such one-time awards upon the amendment of vesting terms, the Compensation Committee considered the need to ensure management stability and continuity, as well as labor market conditions and competition for top talent during a time when our industry was ramping up production following COVID-19 related supply chain disruptions. Ms. Briansky’s RSUs had a grant date fair value of $400,000, and 75% of the award vested on June 3, 2023, with the remaining 25% of the award scheduled to vest on June 3, 2024, subject to Ms. Briansky’s continued employment with the Company through the vesting date. Mr. Glover’s and Mr. Doogue’s RSUs, each with a grant date fair value of $275,000, vested in full on June 3, 2023. The amendment to the terms of Mr. Glover’s and Mr. Doogue’s outstanding RSU and PSU awards provided these executives prorated accelerated vesting of the awards upon a termination of the employment for any reason after June 30, 2023. On February 2, 2023, the Committee granted retention awards of RSUs to Ms. Briansky and Mr. D'Antilio to further align each of their interests with those of our shareholders, encourage retention, and recognize each individual’s importance to the Company and performance in the first year of service to the Company. The RSUs granted to Ms. Briansky and Mr. D’Antilio vest in full on February 13, 2026, subject to the NEO’s continued employment with the Company through the vesting date. Ms. Briansky’s RSUs had a grant date fair value of $750,000, and Mr. D’Antilio’s RSUs had a grant date fair value of $1,500,000. Additional Award to Mr. Vig and Modification of Outstanding PSUs Mr. Vig retired from the Company on June 13, 2022. Per the terms of his Severance Agreement, Mr. Vig was granted a one-time award of Substitute RSUs that vested on his retirement date covering a number of shares of the Company’s common stock equal to the product obtained by multiplying the number of shares of the Company’s Common Stock underlying his Forfeited Awards by the percentage achievement of the performance goals associated with such Forfeited Awards, assuming target satisfaction thereof or, if greater, generally based on the level of actual achievement of the performance goals, measured through the end of the most recent fiscal quarter. Mr. Vig’s Severance Agreement also provided for the PSU Modification, in which all PSUs held by Mr. Vig at the time of his retirement remained outstanding and became non-forfeitable. The number of shares earned was based on the achievement of applicable performance conditions that were fixed as of the time of Mr. Vig’s retirement, and such shares will be delivered in four approximately semi-annual installments pursuant to the original vesting schedule, provided that in no event will the number of shares delivered to Mr. Vig following vesting have a fair market value on the date of delivery (the “Specified Value”) that is less than the number of earned shares multiplied by a designated stock price that is equal to the greater of the fair market value on the date of delivery, or the trailing 20-day average of the share price as of Mr. Vig’s retirement date (the “Specified Minimum Price”). Although no additional PSUs were issued as a result of the PSU Modification at the time of the modification, the PSU Modification could require the Company to deliver additional shares to Mr. Vig if the price of our Common Stock is below the Specified Minimum Price of $24.20; however, the closing price of our Common Stock on Nasdaq on each applicable

  67. Fiscal Year 2023 Equity Compensation

    | | INNOVATION WITH PURPOSE | 47 |

  68. Fiscal Year 2023 Equity Compensation

    vesting date since Mr. Vig’s retirement has been above the Specified Minimum Price, and accordingly, no additional shares have been delivered pursuant to the PSU Modification. The incremental compensation expense related to the PSU Modification has been included in the Stock Awards column for Mr. Vig in the Summary Compensation Table on page 53.

  69. Equity Awards Granted in Fiscal 2023

    Equity Awards Granted in Fiscal 2023 The table below summarizes all the equity awards granted to our NEOs in fiscal year 2023.

  70. Equity Awards Granted in Fiscal 2023

    | Name | Relative TSR PSUs | Strategic Product Revenue PSUs | Cumulative Performance EBITDA PSUs | Annual Equity Award RSUs | Additional Retention RSUs | Sign-On Equity Award RSUs | Substitute RSUs1 | Initial Grant RSUs | | Vineet Nargolwala | 47,657 | 23,829 | 23,829 | — | — | 186,481 | — | 63,543 | | Derek D'Antilio | 19,166 | 9,583 | 9,583 | 25,554 | 36,497 | — | — | — | | Sharon S. Briansky | 12,777 | 6,389 | 6,389 | 17,036 | 34,198 | — | — | — | | Max R. Glover | 17,888 | 8,944 | 8,944 | 23,851 | 10,965 | — | — | — | | Michael C. Doogue | 16,610 | 8,305 | 8,305 | 22,147 | 10,965 | — | — | — | | Former Officer | | | | | | | | | | Ravi Vig | 66,440 | 33,220 | 33,220 | 88,587 | — | — | 484,832 | — |

  71. Equity Awards Granted in Fiscal 2023

    1. The PSU Modification to 586,510 unvested PSUs held by Mr. Vig at the time of his retirement (including the aggregate 132,880 target PSUs detailed in the table that were granted in fiscal year 2023) is not reflected in the table above because no new PSUs or RSUs were issued with respect to the PSU Modification at the time it was made. The incremental compensation expense related to the PSU Modification has been included in the Stock Awards column for Mr. Vig in the Summary Compensation Table on page 53.

  72. Compensation Policies

    Compensation Policies Prohibition on Option Re-Pricing and Backdating We currently have no outstanding stock option awards, but if we choose to grant stock options in the future, options to purchase shares of our Common Stock will be granted with an exercise price equal to the closing market price of our Common Stock on Nasdaq on the effective date of grant. The 2020 Plan prohibits re-pricing of equity awards without shareholder approval, except in connection with certain corporate transactions involving the Company (including, without limitation, any stock dividend, distribution, stock split, extraordinary cash dividend, recapitalization, change in control, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares of Company stock or other securities, or similar transactions). Compensation Recovery Under the Sarbanes-Oxley Act, in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, we can recoup those improper payments from our CEO and CFO. In addition, our 2020 Plan provides for potential recoupment of incentive awards in certain circumstances in the event of a material financial restatement due to material noncompliance with financial reporting requirements or breach of restrictive covenants, if determined by the Compensation Committee. In October 2022, the SEC adopted finalized rules implementing the clawback provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), which required further rulemaking by Nasdaq to finalize its listing standards. The final listing standards filed by Nasdaq were approved by the SEC on June 9, 2023 and will be effective on October 2, 2023, requiring listed companies to adopt a compliant policy by December 1, 2023. We will adopt a Compensation Recovery Policy to comply with the new Nasdaq listing standards regarding clawback policies prior to December 1, 2023. Anti-Hedging and Anti-Pledging Policies Our Board has adopted an Insider Trading Compliance Policy, which applies to all directors, officers and employees of the Company and its subsidiaries, as well as their respective family members sharing the same household, and any other company, account, trust, or other entity that they control (the “Covered Persons”). The policy prohibits Covered Persons from purchasing

  73. Compensation Policies

    financial instruments such as prepaid variable forward contracts, equity swaps, collars, and exchange funds, or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s equity securities, or that may cause any Covered Person to no longer have the same objectives as the Company’s other shareholders. In addition, our Insider Trading Compliance Policy provides that no Covered Person may pledge Company securities as collateral to secure loans. This prohibition means, among other things, that these individuals may not hold Company securities in a “margin” account, which would allow the individual to borrow against their holdings to buy securities. Stock Ownership Guidelines The Company has robust stock ownership guidelines for directors and officers that require each non-employee director who receives compensation from the Company for their Board services (“Covered Directors”) and senior officers and certain other senior employees of the Company (“Covered Executives”) to own shares of our Common Stock. Our stock ownership guidelines are limited to Covered Directors because some non-employee directors serve as appointees of shareholders under the Stockholders Agreement and do not receive any shares of Common Stock or other compensation for their service on the Board. See the “2023 Director Compensation” section of this proxy statement for additional information regarding Board compensation. Under the guidelines, all current Covered Directors and Covered Executives, including each of our NEOs, must own shares of our Common Stock with a value equal to a certain multiple of their annual Board retainer, in the case of Covered Directors, or base salary, in the case of Covered Executives. Please refer to the table below for the applicable multiple for our Covered Directors, CEO and other Covered Executives. Equity interests that count towards the satisfaction of the ownership guidelines include unvested time-based RSUs, and vested shares, including shares owned outright, shares jointly owned, shares owned in retirement accounts, and shares owned in trust or other estate planning vehicles for the benefit of a Covered Director or Covered Executive’s immediate family members. Unearned performance awards and unexercised stock options, if we were to issue stock options, do not count towards the ownership guidelines. Covered Directors and Covered Executives have four years from the date of the Company’s IPO or, if later, the date they first become a member of the Board or an officer to meet the ownership levels. For purposes of these guidelines, shares are valued based upon the then-current market value, or if higher, the value on the date of acquisition. Based on an evaluation on the Record Date, all of our NEOs employed at the end of fiscal year 2023 and all Covered Directors were either in compliance with our stock ownership guidelines or are expected to be in compliance within this time window.

  74. Compensation Policies

    Compensation Risk Assessment Our Compensation Committee has reviewed our incentive compensation programs, discussed the concept of risk as it relates to our compensation program, considered various mitigating factors, and reviewed these items with its independent compensation consultant, Meridian. In addition, our Compensation Committee asked Meridian to conduct an independent risk assessment of our executive compensation program. Based on these reviews and discussions, the Compensation Committee does not believe our compensation program creates risks that are reasonably likely to have a material adverse effect on our business. Tax and Accounting Considerations Section 162(m) of the Code generally limits the amount of remuneration that the Company may deduct in any calendar year for certain executive officers to $1 million. While the Compensation Committee will continue to consider the deductibility of compensation as a factor in making compensation decisions, it retains the flexibility to provide compensation that is consistent with the Company’s goals for its executive compensation program, even if such compensation would not be fully tax-deductible. “Golden Parachute” Payments Sections 280G and 4999 of the Code provide that certain executive officers and other service providers who are highly compensated or hold significant equity interests may be subject to an excise tax if they receive payments or benefits in connection with a change in control of the Company that exceeds certain prescribed limits, and that we, or a successor, may

  75. Compensation Policies

    forfeit a deduction on the amounts subject to this additional tax. We do not provide any tax gross ups to cover excise taxes under Section 4999 in connection with a change in control. Mr. Nargolwala’s Employment Agreement contains a provision that provides that in the event that any payment or benefit received or to be received by Mr. Nargolwala in connection with a change in control would be subject to the excise tax imposed under Section 4999 of the Code, then such payments will be reduced if and to the extent that doing so will result in net after-tax payments and benefits for Mr. Nargolwala that are more favorable than the net after-tax payments and benefits payable to Mr. Nargolwala in the absence of such a reduction after the imposition of the excise tax. For additional details, see page 60. Accounting for Share-Based Compensation We follow Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 for all stock-based awards. ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options and full value stock awards, based on the aggregate estimated grant date fair value of these awards. This calculation is performed for accounting purposes and reported in the compensation tables on pages 53 - 55 and page 62 of this proxy statement. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based compensation awards in their income statements over the period that an executive officer is required to render service in exchange for the option or other award.

  76. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table contains information about the compensation earned by each of our NEOs during our most recently completed fiscal year ended March 31, 2023.

  77. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary 1 ($) | Bonus 2 ($) | Stock Awards 3 ($) | Non-Equity Incentive Plan Compensation 4 ($) | All Other Compensation 5 ($) | Total | | Vineet Nargolwala 6 President, Chief Executive Officer | 2023 | $484,615 | $217,000 | $8,365,115 | $1,052,384 | $9,400 | $10,128,514 | | Derek P. D'Antilio SVP, Chief Financial Officer and Treasurer | 2023 | $407,692 | $— | $3,124,457 | $600,000 | $33,522 | $4,165,671 | | | 2022 | $84,615 | $125,000 | $1,500,001 | $120,549 | $4,277 | $1,834,442 | | Sharon S. Briansky SVP, General Counsel and Secretary | 2023 | $381,635 | $250,000 | $2,232,994 | $525,000 | $32,487 | $3,422,116 | | Max R. Glover SVP of Worldwide Sales | 2023 | $391,624 | $49,500 | $1,791,137 | $577,500 | $51,133 | $2,860,894 | | | 2022 | $363,173 | $151,000 | $1,519,516 | $623,446 | $35,077 | $2,692,212 | | Michael C. Doogue SVP, Chief Technology Officer | 2023 | $390,611 | $— | $1,682,818 | $585,000 | $51,648 | $2,710,077 | | | 2022 | $364,808 | $— | $2,010,772 | $506,956 | $38,603 | $2,921,139 | | | 2021 | $329,807 | $— | $1,157,758 | $285,785 | $21,565 | $1,794,915 | | Former Officer | | | | | | | | | Ravi Vig 6,7 Former President, Chief Executive Officer | 2023 | $139,038 | $— | $33,326,906 | $— | $1,882,637 | $35,348,581 | | | 2022 | $620,192 | $— | $8,955,334 | $1,548,438 | $67,077 | $11,191,041 | | | 2021 | $471,154 | $— | $5,262,502 | $721,395 | $25,058 | $6,480,109 |

  78. 2023 Summary Compensation Table

    1.Reflects salary paid during the fiscal year. Fiscal year 2023 was a 53-week year, while fiscal years 2022 and 2021 were 52-week fiscal years. 2.For Messrs. Nargolwala and D’Antilio, amount shown represents a signing bonus paid pursuant to their employment agreement and offer letter, respectively, in connection with the NEO joining the Company. For Ms. Briansky and Mr. Glover, amounts shown represent deferred signing bonuses made pursuant to their offer letters. All bonus payments are subject to recoupment by the Company if the NEO voluntary terminates employment prior to the requisite service period specified in the NEO’s offer letter or employment agreement, as applicable, and in the case of Mr. Nargolwala, if his voluntary termination is not for Good Reason (as defined in his Employment Agreement). Mr. Glover’s recoupment period ended in June 2022. 3.Amounts shown represent the aggregate grant date fair value of RSU and PSU awards, made during fiscal 2023, 2022 and 2021, respectively, calculated in accordance with FASB ASC Topic 718. For information on the valuation assumptions with respect to these awards, refer to note 18 of the Allegro MicroSystems, Inc. financial statements that were included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2023. Awards that are subject to Company financial performance metrics are accounted for as performance-based awards and are shown at 100% of the target award level, which was determined to be the probable outcome for such awards. If these performance-based awards were shown at their maximum attainment level, then the aggregate grant date fair values shown in the table above for fiscal 2023 for all Stock Awards would be as follows: Mr. Nargolwala: $9,565,143; Mr. D’Antilio: $3,574,474; Ms. Briansky: $2,533,022; Mr. Glover: $2,211,148; Mr. Doogue: $2,072,821 and Mr. Vig: $17,590,898. See footnote 7 below for additional details on Mr. Vig’s awards. The amounts reflected in this column do not represent the actual amounts paid to or realized by the NEO for awards made during fiscal years 2023, 2022 and 2021, as applicable. 4.Represents payments made under the AIP in the first quarter of the following fiscal year for performance during the fiscal year presented.

  79. 2023 Summary Compensation Table

    | | INNOVATION WITH PURPOSE | 53 |

  80. 2023 Summary Compensation Table

    5.Represents All Other Compensation detailed in the table below.

  81. 2023 Summary Compensation Table

    | Name | Fiscal Year 2023 401(k) Company Match | Charitable Contribution Company Match | Nonqualified Plan Company Contribution | Patent Award Payments | Company HSA Contribution | Severance | Vacation Cash Out at Termination | Total of All Other Compensation | | Vineet Nargolwala | $7,500 | $— | $— | $— | $1,900 | $— | $— | $9,400 | | Derek P. D'Antilio | $17,173 | $5,000 | $10,149 | $— | $1,200 | $— | $— | $33,522 | | Sharon S. Briansky | $15,784 | $5,000 | $10,503 | $— | $1,200 | $— | $— | $32,487 | | Max R. Glover | $15,854 | $— | $34,079 | $— | $1,200 | $— | $— | $51,133 | | Michael C. Doogue | $15,909 | $5,000 | $28,289 | $1,250 | $1,200 | $— | $— | $51,648 | | Former Officer | | | | | | | | | | Ravi Vig | $9,240 | $— | $— | $— | $— | $1,810,897 | $62,500 | $1,882,637 |

  82. 2023 Summary Compensation Table

    6. Mr. Nargolwala joined the Company in June 2022 in connection with Mr. Vig’s retirement. 7. Amount shown for Mr. Vig in the Stock Awards column for fiscal 2023 includes $5,631,241 attributable to regular on-cycle RSUs and PSUs granted in fiscal 2023. The amount also includes $10,399,645 attributable to Mr. Vig’s Substitute RSUs granted in connection with his retirement during fiscal 2023 and $17,296,018, representing the incremental fair value associated with Mr. Vig’s PSU Modification in fiscal 2023, calculated in accordance with FASB ASC Topic 718. The incremental fair value associated with the modification includes $3,102,476, which represents the fair value, as of the modification date, of Mr. Vig’s hypothetical right to receive an additional amount of shares in the event our stock price is below the Specified Minimum Price of $24.20 on the relevant payout date. For purposes of Topic 718, such right was considered to have features comparable to a put option and was valued based on our stock price of $21.45 on the modification date, using the following assumptions for each of the four separate payout installments:

  83. 2023 Summary Compensation Table

    | | Installment #1 | Installment #2 | Installment #3 | Installment #4 | | Payout Date | 12/13/2022 | 5/16/2023 | 11/18/2023 | 5/16/2024 | | Expected Term (in Years) | 0.50 | 0.93 | 1.43 | 1.93 | | Volatility | 47.49% | 43.57% | 44.84% | 50.08% | | Risk Free Interest Rate | 2.24% | 2.77% | 3.09% | 3.33% | | Dividend Yield | 0.00% | 0.00% | 0.00% | 0.00% |

  84. 2023 Summary Compensation Table

    | | INNOVATION WITH PURPOSE | 54 |

  85. Grants of Plan-Based Awards in Fiscal 2023

    Grants of Plan-Based Awards in Fiscal 2023 The following table contains information relating to all grants of plan-based awards made to our NEOs during the 2023 fiscal year.

  86. Grants of Plan-Based Awards in Fiscal 2023

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards 1 | Estimated Future Payouts Under Equity Incentive Plan Awards 2 | | All Other Stock Awards: Number of Shares 3 (#) | Grant Date Fair Value of Stock Awards 4 ($) | | Name | Grant Date | Target ($) | Target (#) | Maximum (#) | | | | Vineet Nargolwala | | $526,192 | | | | | | | 6/13/2022 | | | | 186,481 | $4,000,017 | | | 8/1/2022 | | | | 63,543 | $1,600,013 | | | 8/1/2022 | | 95,315 | 190,630 | | $2,765,084 | | Derek P. D'Antilio | | $300,000 | | | | | | | 5/16/2022 | | | | 25,554 | $600,008 | | | 5/16/2022 | | 38,332 | 76,664 | | $1,024,423 | | | 2/2/2023 | | | | 36,497 | $1,500,026 | | Sharon S. Briansky | | $262,500 | | | | | | | 5/16/2022 | | | | 17,036 | $400,005 | | | 5/16/2022 | | 25,555 | 51,110 | | $682,954 | | | 6/3/2022 | | | | 15,949 | $400,001 | | | 2/2/2023 | | | | 18,249 | $750,034 | | Max R. Glover | | $288,750 | | | | | | | 5/16/2022 | | | | 23,851 | $560,021 | | | 5/16/2022 | | 35,776 | 71,552 | | $956,114 | | | 6/3/2022 | | | | 10,965 | $275,002 | | Michael C. Doogue | | $292,500 | | | | | | | 5/16/2022 | | | | 22,147 | $520,011 | | | 5/16/2022 | | 33,220 | 66,440 | | $887,805 | | | 6/3/2022 | | | | 10,965 | $275,002 | | Former Officer | | | | | | | | Ravi Vig | | $812,500 | | | | | | | 5/16/2022 | | | | 88,587 | $2,080,023 | | | 5/16/2022 | | 132,880 | 265,760 | | $3,551,218 | | | 6/13/2022 5 | | | | 484,832 | $10,399,645 | | | 6/13/2022 5 | | | | 586,510 | $17,296,018 |

  87. Grants of Plan-Based Awards in Fiscal 2023

    1. Amounts reflect target payouts under our 2023 AIP (prorated for partial year of service in the case of Mr. Nargolwala). For fiscal year 2023, there was no threshold or maximum payout level under the plan. The actual payouts under the 2023 AIP made in the first quarter of fiscal year 2024 to our NEOs serving as of the end of fiscal year 2023 were: Mr. Nargolwala: $1,052,384; Mr. D’Antilio: $600,000; Ms. Briansky: $525,000; Mr. Glover: $577,500; and Mr. Doogue: $585,000. Mr. Vig did not receive a 2023 AIP award. 2. Represents the target and maximum payout levels for PSU awards granted in fiscal year 2023. There is no threshold payout level associated with these awards. 3. Amounts in this column represent RSUs granted to NEOs in fiscal year 2023 for all NEOs except Mr. Vig. See footnote 5 for additional detail on the amount in this column for Mr. Vig. 4. Amounts shown represent the aggregate grant date fair value of RSU and PSU awards (at target with respect to PSUs) calculated in accordance with FASB ASC Topic 718, disregarding the effect of estimated forfeitures. Assumptions used in the calculation of these amounts are set forth in note 18 to the Company’s audited financial statements for the fiscal year ended March 31, 2023 included in the 2023 Annual Report. The amounts set forth may be more or less than the value ultimately realized based upon, among other things, the value of our Common Stock at the time of vesting of the stock awards, whether the Company achieves certain performance goals and whether such awards actually vest. 5. Amounts reflect the incremental fair value attributable to the PSU Modification. For additional information, refer to footnote 7 to the Summary Compensation Table.

  88. Grants of Plan-Based Awards in Fiscal 2023

    | | INNOVATION WITH PURPOSE | 55 |

  89. Outstanding Equity Awards at Fiscal Year-End 2023

    Outstanding Equity Awards at Fiscal Year-End 2023 The following table details the number of stock awards outstanding for each NEO as of March 31, 2023. None of our NEOs held any option awards as of March 31, 2023.

  90. Outstanding Equity Awards at Fiscal Year-End 2023

    | | | Stock Awards | | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | | Market Value of Shares or Units of Stock that Have Not Vested ($) 1 | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) 1 | | Vineet Nargolwala | 6/13/2022 | 186,481 | 2 | $8,949,223 | | | | | | 8/1/2022 | | | | 127,087 | 13 | $6,098,905 | | | 8/1/2022 | 63,543 | 3 | $3,049,429 | | | | | Derek P. D'Antilio | 2/3/2022 | 21,763 | 4 | $1,044,406 | | | | | | 5/16/2022 | | | | 51,109 | 13 | $2,452,721 | | | 5/16/2022 | 25,554 | 5 | $1,226,336 | | | | | | 2/2/2023 | 36,497 | 6 | $1,751,491 | | | | | Sharon S. Briansky | 2/3/2022 | 10,882 | 4 | $522,227 | | | | | | 5/16/2022 | | | | 34,073 | 13 | $1,635,163 | | | 5/16/2022 | 17,036 | 5 | $817,558 | | | | | | 6/3/2022 | 15,949 | 7 | $765,393 | | | | | | 2/2/2023 | 18,249 | 6 | $875,770 | | | | | Max R. Glover | 11/2/2020 | | | | 110,000 | 14 | $5,278,900 | | | 11/2/2020 | 58,929 | 8 | $2,828,003 | | | | | | 11/2/2020 | 11,786 | 9 | $565,610 | | | | | | 5/7/2021 | | | | 42,606 | 15 | $2,044,662 | | | 5/7/2021 | 14,523 | 10 | $696,959 | | | | | | 5/16/2022 | | | | 47,701 | 13 | $2,289,171 | | | 5/16/2022 | 23,851 | 5 | $1,144,609 | | | | | | 6/3/2022 | 10,965 | 11 | $526,210 | | | | | Michael C. Doogue | 11/2/2020 | 11,786 | 9 | $565,610 | | | | | | 11/2/2020 | | | | 110,000 | 14 | $5,278,900 | | | 5/7/2021 | 13,313 | 10 | $638,891 | | | | | | 5/7/2021 | | | | 30,565 | 15 | $1,466,814 | | | 5/7/2021 | 8,320 | 12 | $399,277 | | | | | | 5/16/2022 | | | | 44,293 | 13 | $2,125,621 | | | 5/16/2022 | 22,147 | 5 | $1,062,835 | | | | | | 6/3/2022 | 10,965 | 11 | $526,210 | | | |

  91. Outstanding Equity Awards at Fiscal Year-End 2023

    1.Market values are based on the closing price of our Common Stock on Nasdaq of $47.99 as of March 31, 2023. 2.Represents new hire RSUs as of March 31, 2023 that vested as to 60% of the RSUs shown in the table on June 13, 2023, and the remaining 40% will vest on June 13, 2024. 3.Represents RSUs that vest in substantially equal installments on each of the first four anniversaries of August 1, 2022. 4.Represents new hire RSUs as of March 31, 2023 that will vest on February 13, 2024. On February 13, 2023, the other 60% of the original award vested. 5.Represents RSUs that vest in substantially equal installments on each of the first four anniversaries of May 16, 2022. On May 16, 2023, 25% of the RSUs shown in the table vested.

  92. Outstanding Equity Awards at Fiscal Year-End 2023

    | | INNOVATION WITH PURPOSE | 56 |

  93. Outstanding Equity Awards at Fiscal Year-End 2023

    6.Represents RSUs that vest in full on February 13, 2026. 7.Represents RSUs that vest as to 75% of the award on June 3, 2023, and the remaining 25% will vest on June 3, 2024. On June 3, 2023, 75% of the RSUs shown in the table vested. 8.Represent RSUs that vest in full on November 18, 2023. 9.Represents remaining RSUs from an award that vests in substantially equal installments on each of the first four anniversaries of November 18, 2020. On each of November 18, 2021, and November 18, 2022, 25% of the original award vested. 10.Represents remaining RSUs from an award that vests in substantially equal installments on each of the first four anniversaries of May 16, 2021. On May 16, 2022, 25% of the original award vested. 11.Represent RSUs that vested in full on June 3, 2023. 12.Represents remaining RSUs from an award that vested as to 25% for the amount shown in the table on May 16, 2023. The other 75% of the original award vested on May 21, 2022. 13.Represents PSUs that vest on the attainment of specified performance goals linked to Relative TSR, and specified financial goals over a performance period covering fiscal years 2023 through 2025. Amounts are shown at the target level for the portions of the award for cumulative Performance EBITDA for the fiscal 2023-2024 and fiscal 2023-2025 periods and Relative TSR, and actual performance at 200% for the portions of the award for cumulative Performance EBITDA for fiscal 2023 and for Strategic Products revenue for fiscal 2023. The actual award that is delivered will be based upon the actual level of achievement of the performance goals during the performance period. 14.Represents PSUs that vest on the attainment of specified performance goals linked to Relative TSR and specified financial goals over a performance period covering fiscal years 2021 through 2023. Actual performance against the performance goals during the period resulted in a payout of 200% of target. Accordingly, the award shown in the table reflects 200% of the target award value. 15.Represents PSUs that vest on the attainment of specified performance goals linked to Relative TSR, and specified financial goals over a performance period covering fiscal years 2022 through 2024. Amounts are shown at the target level for the portions of the award for cumulative Performance EBITDA for the fiscal 2022-2024 period and Relative TSR, actual performance at 200% for the portions of the award for cumulative Performance EBITDA for both fiscal 2022 and fiscal 2022-2023 period, and actual performance at 185.1% for the portion of the award for Strategic Products revenue for fiscal 2022. The actual award that is delivered will be based upon the actual level of achievement of the performance goals during the performance period.

  94. Option Exercises and Stock Vested in Fiscal 2023

    Option Exercises and Stock Vested in Fiscal 2023 The following table sets forth information for our NEOs regarding the value realized during the 2023 fiscal year related to shares acquired upon vesting of previously granted stock awards. None of our NEOs held any option awards during the fiscal year ended March 31, 2023.

  95. Option Exercises and Stock Vested in Fiscal 2023

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting 1 ($) | | Vineet Nargolwala | — | $— | | Derek P. D'Antilio | 32,644 | $1,425,890 | | Sharon S. Briansky | 16,322 | $712,945 | | Max R. Glover | 19,320 | $489,168 | | Michael C. Doogue | 41,450 | $1,008,781 | | Former Officer | | | | Ravi Vig | 1,064,320 | $25,543,167 |

  96. Option Exercises and Stock Vested in Fiscal 2023

    1.Amounts are calculated by multiplying the number of shares vested by the closing stock price of our Common Stock on Nasdaq on the applicable vesting date.

  97. Option Exercises and Stock Vested in Fiscal 2023

    | | INNOVATION WITH PURPOSE | 57 |

  98. Nonqualified Deferred Compensation Table

    Nonqualified Deferred Compensation Table We maintain the DCP for our executives, and all of our NEOs are eligible to participate. The following table contains information regarding the DCP for the fiscal year ended March 31, 2023. With respect to Mr. Vig, the following table also contains information related to certain equity awards that were part of the PSU Modification and for which delivery of the shares of Common Stock was deferred beyond the end of fiscal year 2023 in accordance with the terms of the PSU Modification.

  99. Nonqualified Deferred Compensation Table

    | Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY 1 ($) | Aggregate Earnings in Last FY 2 ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Vineet Nargolwala | $— | $— | $— | $— | $— | | Derek P. D'Antilio | $52,112 | $10,149 | $2,758 | $— | $73,904 | | Sharon S. Briansky | $74,885 | $10,503 | $(799) | $— | $101,191 | | Max R. Glover | $— | $34,079 | $63 | $— | $54,273 | | Michael C. Doogue | $— | $28,289 | $(80,235) | $— | $468,059 | | Former Officer | | | | | | | Ravi Vig - DCP | $476,935 | $— | $(296,875) | $1,791,129 | $1,176,669 | | Ravi Vig - Deferred Shares 3 | $— | $9,587,338 | $9,424,908 | $— | $19,012,246 |

  100. Nonqualified Deferred Compensation Table

    1.For all amounts other than Mr. Vig’s Deferred Shares (as defined below), amount represents Company contributions to the DCP included as Other Compensation in the Summary Compensation Table. For a description of Mr. Vig’s Deferred Shares amount, please see footnote 3. 2.For all amounts other than Mr. Vig’s Deferred Shares, amounts represent change in DCP account value during the fiscal year. For a description of Mr. Vig’s Deferred Shares amount, please see footnote 3. None of the amounts in this column have been included in the Summary Compensation Table. 3.Represents certain equity awards that were part of the PSU Modification and for which delivery of the shares of Common Stock was deferred beyond the end of fiscal year 2023 in accordance with the terms of the PSU Modification. The amount in the “Registrant Contributions in Last FY” column represents 396,171 shares from the PSU Modification that had not been delivered to Mr. Vig as of March 31, 2023 (the “Deferred Shares”), valued at the Specified Minimum Price of $24.20. This value was included in the “Stock Awards” column in the Summary Compensation Table. Mr. Vig’s amount in the “Aggregate Earnings in Last FY” column represents the unrealized gain in market value of the Deferred Shares, calculated as the difference between the closing price per share on Nasdaq of our Common Stock on March 31, 2023 ($47.99) and the Specified Minimum Price. Mr. Vig’s amount in the “Aggregate Balance at Last FYE” column represents the value of the Deferred Shares, valued at the closing price per share on Nasdaq of our Common Stock on March 31, 2023 ($47.99).

  101. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Overview The information provided in the following tables reflects the amount of incremental compensation required to be paid to each applicable NEO in the event of a change in control of the Company, or a termination of the NEO’s employment. For purposes of the disclosure, we have assumed that all triggering event(s) took place on March 31, 2023, and we used the closing price per share on Nasdaq of our Common Stock on March 31, 2023 ($47.99). Due to the number of factors that affect the nature and amount of benefits provided upon the occurrence of such events, actual amounts paid or distributed may be different from the amounts disclosed below. Factors that could affect the actual amounts paid include: •when the event actually occurs; •the number of outstanding but unvested stock awards then held by the NEO; •awards granted after March 31, 2023; •the Company’s Relative TSR over a specified period and its performance against certain financial and/or business objectives established for determining the level of payment and/or vesting of outstanding, but unvested, stock awards; and

  102. Potential Payments upon Termination or Change in Control

    | | INNOVATION WITH PURPOSE | 58 |

  103. Potential Payments upon Termination or Change in Control

    •the Company’s stock price as of the date of such event. Specifically excluded from the information and tables below are any amounts which are not contingent upon the occurrence of the triggering event(s) or payments pursuant to Company benefit plans that are generally available to all U.S. salaried employees of the Company and do not discriminate in scope or terms of operation in favor of our NEOs (e.g., term life insurance, long-term disability insurance, etc.). The payments and benefits Mr. Vig actually received in connection with his separation from the Company is set forth in the Summary Compensation Table on page 53 and is described in the section entitled “Compensation Discussion and Analysis - CEO Transition in Fiscal Year 2023 - Retirement of Mr. Vig” on page 37. Amounts for Mr. Vig are not included in the tables below since he left the Company prior to the end of fiscal year 2023. Severance and Employment Agreements We entered into severance agreements with each of Messrs. Doogue and Glover on October 3, 2017 and October 1, 2019, respectively (together, the “Severance Agreements”). On September 30, 2020, the Company amended and restated these Severance Agreements. We entered into severance agreements with Ms. Briansky (the “Briansky Severance Agreement”) and Mr. D’Antilio (the “D’Antilio Severance Agreement”) in connection with their hiring on December 6, 2021 and January 10, 2022, respectively. Both the Briansky Severance Agreement and the D’Antilio Severance Agreement were amended on May 15, 2023 to remove a tax gross up provision related to post-employment healthcare coverage. Mr. Nargolwala’s severance provisions are described in the Employment Agreement as of his hire on June 13, 2022. The Severance Agreements (as amended and restated), the Briansky and D’Antilio Severance Agreements, and the Employment Agreement provide that if a NEO’s employment is terminated by the Company without “cause” or by the executive for “good reason” (each such term as defined in the applicable agreement) (a “Qualifying Termination”), subject to the executive’s execution of an effective general release of claims and continued compliance with applicable non-competition, non-solicitation and (in the cases of Messrs. Doogue and Glover) other restrictive covenants applicable to the executive pursuant to their respective pre-IPO share award agreement, we will pay or provide the executive with the following severance benefits:

  104. Potential Payments upon Termination or Change in Control

    | Benefit upon Qualifying Termination under applicable NEO agreement | Vineet Nargolwala | Derek P. D’Antilio | Sharon S. Briansky / Max R. Glover / Michael C. Doogue | | Cash Severance 1 | Lump sum cash payment equal to 3.0 times his then-current base salary (2.0 times if such termination occurs after June 30, 2023) | Lump sum cash payment equal to 2.0 times his then- current base salary and target bonus | Lump sum cash payment equal to 1.0 times the NEO’s then-current base salary and target bonus | | Prorated Bonus 1 | Cash payment equal to the amount of the executive’s target bonus in effect on the applicable date of termination, prorated for the number of days the executive was employed by the Company during the year of such termination | | | | Treatment of RSU Awards | Accelerated vesting of outstanding RSU awards with respect to the number of shares that would have become vested on the next applicable vesting date following such Qualifying Termination | Any then-outstanding incentive equity awards (then-held by the NEO) will be governed by the applicable equity incentive plan or award agreement | | | Treatment of PSU Awards | Prorated vesting of outstanding PSU awards, with the applicable performance conditions being deemed achieved at the greater of the target performance level or the trending performance level, as determined by the Compensation Committee | Any then-outstanding incentive equity awards (then-held by the NEO) will be governed by the applicable equity incentive plan or award agreement | | | Continued Company-paid Health Care Coverage 2 | For up to 12 months following termination | For up to 24 months following termination | For up to 18 months following termination |

  105. Potential Payments upon Termination or Change in Control

    | | INNOVATION WITH PURPOSE | 59 |

  106. Potential Payments upon Termination or Change in Control

    1.Subject to applicable withholding and for delays in distribution that may be required to comply with tax regulations related to deferred compensation, the cash severance benefit and prorated bonus will be paid in a lump-sum payment within fifteen days following termination for each NEO, with the exception of Mr. Nargolwala, whose payments are required to be made on the first regular payroll date following the date his general release of claims becomes effective and irrevocable. 2.Mr. D’Antilio’s and Ms. Briansky’s agreements also provided that, to the extent such Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, continuation would result in the imposition of income taxes on Mr. D’Antilio or Ms. Briansky, an additional monthly payment would be made to Mr. D’Antilio or Ms. Briansky to cover the amount of any such taxes for up to 18 months following the date of such termination. Each of their agreements were revised in May 2023 to remove this benefit. Potential Payments upon Termination not Involving a Change in Control Our NEOs would be entitled to severance payments and benefits in the event their employment with us is terminated following an involuntary termination, which would include a termination of the officer’s employment by us without cause or a resignation for good reason, or a Qualifying Termination. For more information, refer to the discussion above under the heading “Severance and Employment Agreements.” In addition, upon a Qualifying Termination outside of a 12-month period following a change in control of our Company, or a termination due to death or disability, an executive’s RSUs which are eligible to vest on the next vesting date following such termination will vest, and a prorated portion of such executive’s PSUs would vest as of the date of such termination, with the applicable performance conditions being deemed achieved at the greater of the target performance level or the trending performance level at the time of termination, as determined by the Compensation Committee for awards granted to the NEOs on or after May 2022. For PSU awards granted prior to May 2022, performance is measured based on actual performance at the end of the performance period, and the PSUs do not vest until after the completion of the performance period. PSUs granted prior to May 2022 were subsequently amended in April 2023 to align the treatment of vesting and fulfillment of performance conditions with awards granted on or after May 2022. Potential Payments upon Termination or a Change in Control Under the terms of his Employment Agreement, if Mr. Nargolwala is terminated in a Qualifying Termination within 24 months of a Change in Control, he would receive all of the same benefits listed in the table in the “Severance and Employment Agreements” section above, except his lump sum cash severance amount would be equal to his multiplier times his annual base salary plus target bonus, and all of his equity would be treated in accordance with the following paragraph. In addition, under the terms of the 2020 Plan, if an NEO has a Qualifying Termination within 12 months following a change in control of the Company, all outstanding equity incentive awards held by such executive under the 2020 Plan will vest, with the award agreement for outstanding PSUs specifying that performance for these awards shall be measured based on the greater of target or actual performance. “Cause” is defined under the 2020 Plan as the definition given to such term in a NEO’s severance or employment agreement. Section 280G of the Code The D’Antilio Severance Agreement and the Briansky Severance Agreement each provide that in the event that the cash severance and prorated bonus benefits set forth in the table in the “Severance and Employment Agreements” section above, the health care continuation coverage benefit, and/or any other any payment, coverage or benefit, including any accelerated vesting of Company equity compensation, provided in respect of Mr. D’Antilio’s or Ms. Briansky’s employment or termination of employment would constitute “parachute payments” within the meaning of Section 280G(b)(2) of the Code or would subject Mr. D’Antilio or Ms. Briansky to an excise tax under Section 4999 of the Code, then, provided that the requirements of Treas. Reg. Section 1.280G-1 Q&A-6(a)(2)(i) are met, the Company shall use its reasonable best efforts to obtain shareholder approval with respect to such parachute payments pursuant to Section 280G(b)(5)(B) of the Code, subject to Mr. D’Antilio’s or Ms. Briansky’s execution of a contingent waiver of his/her receipt of, or entitlement to retain, any such parachute payments, to the extent necessary to obtain such shareholder approval. Mr. Nargolwala’s Employment Agreement contains a provision that provides that in the event that any payment or benefit received or to be received by Mr. Nargolwala, including the benefits set forth in the “Severance and Employment Agreements” section above, would be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), then the total payments due to Mr. Nargolwala shall be reduced to the extent necessary to ensure that no portion of the total payments are subject to the Excise Tax, but only if (i) the net amount of the total payments, as so reduced is greater than or equal to (ii) the net amount of the total payments without a reduction, in each case after taking into account the net amount of certain taxes and the phase out of itemized deductions and personal exemptions attributable to potential payments.

  107. Potential Payments upon Termination or Change in Control

    | | INNOVATION WITH PURPOSE | 60 |

  108. Potential Payments upon Termination or Change in Control

    Termination / Change in Control Table The following table shows potential payments to our NEOs under the executive severance arrangements and with respect to their outstanding equity incentive awards for various scenarios involving a termination of employment or a change in control, assuming such event occurred on March 31, 2023 and, where applicable, using a price of our Common Stock of $47.99, which was the closing price of our Common Stock on Nasdaq on March 31, 2023:

  109. Potential Payments upon Termination or Change in Control

    | Name / Triggering Event | Cash Severance ($) | Prorated Bonus ($) | Benefit Continuation ($) | Equity Awards 1 ($) | Total ($) | | Vineet Nargolwala | | | | | | | Termination Following Change in Control | $3,780,000 | $526,192 | $29,345 | $21,146,985 | $25,482,522 | | Death/Disability | $— | $— | $— | $13,993,407 | $13,993,407 | | Qualifying Termination | $1,800,000 | $526,192 | $29,345 | $13,993,407 | $16,348,944 | | Derek P. D'Antilio | | | | | | | Termination Following Change in Control | $1,400,000 | $300,000 | $38,182 | $7,701,330 | $9,439,512 | | Death/Disability | $— | $— | $— | $4,726,661 | $4,726,661 | | Qualifying Termination | $1,400,000 | $300,000 | $38,182 | $4,726,661 | $6,464,843 | | Sharon S. Briansky | | | | | | | Termination Following Change in Control | $637,500 | $262,500 | $44,017 | $5,433,697 | $6,377,714 | | Death/Disability | $— | $— | $— | $3,259,218 | $3,259,218 | | Qualifying Termination | $637,500 | $262,500 | $44,017 | $3,259,218 | $4,203,235 | | Max R. Glover | | | | | | | Termination Following Change in Control | $673,750 | $288,750 | $44,017 | $16,518,698 | $17,525,215 | | Death/Disability | $— | $— | $— | $10,711,641 | $10,711,641 | | Qualifying Termination | $673,750 | $288,750 | $44,017 | $10,711,641 | $11,718,158 | | Michael C. Doogue | | | | | | | Termination Following Change in Control | $682,500 | $292,500 | $44,017 | $13,126,969 | $14,145,986 | | Death/Disability | $— | $— | $— | $8,314,369 | $8,314,369 | | Qualifying Termination | $682,500 | $292,500 | $44,017 | $8,314,369 | $9,333,386 |

  110. Potential Payments upon Termination or Change in Control

    1.Amounts reflect the aggregate value of RSUs and PSUs, valued using the closing price of our Common Stock on March 31, 2023 ($47.99). With respect to RSUs, amounts in the table include an additional tranche of vesting for a Qualifying Termination and for a termination in connection with death or disability, and vesting in full for a termination following a Change in Control. With respect to PSUs, performance metrics that had been certified as of March 31, 2023 but were unvested are presented at actual, and awards that had not yet been certified are valued and presented in the table as follows: Termination Following A Change in Control Per the terms of the PSU award agreements, all outstanding PSUs would vest in full upon a termination following a Change in Control and be valued at the greater of target value or trending performance. As of March 31, 2023, every metric in each outstanding PSU was trending at 200% performance, resulting in a valuation of 200% in the table. Death/Disability and Qualifying Termination PSUs awarded prior to May 2022 - Per the terms of the award agreements for PSUs awarded before May 2022, amounts in the table represent the prorated portion of the award through March 31, 2023, valued at actual performance for metrics with performance periods ending on or before March 31, 2023 and target for metrics with performance periods ending after March 31, 2023. PSUs awarded starting in May 2022 - Per the terms of the award agreements for PSUs awarded starting in May 2022, amounts in the table represent the prorated portion of the award through March 31, 2023, valued at the greater of target value or trending performance. As of March 31, 2023, every performance metric in each outstanding PSU was trending at 200% performance, resulting in a valuation of 200% in the table, prorated through March 31, 2023.

  111. Potential Payments upon Termination or Change in Control

    | | INNOVATION WITH PURPOSE | 61 |

  112. Potential Payments upon Termination or Change in Control

    2023 DIRECTOR COMPENSATION The director compensation program provides for annual cash retainer fees and long-term equity awards for certain of our eligible non-employee directors. For details of our director compensation program, see “Director Compensation Program” below. The following table contains information concerning the compensation paid or payable to our non-employee directors in respect of fiscal year 2023 services.

  113. Potential Payments upon Termination or Change in Control

    | Name 1 | Fees Earned or Paid in Cash 2 ($) | Stock Awards 3 ($) | All Other Compensation 4 ($) | Total ($) | | Yoshihiro (Zen) Suzuki 5 | $60,816 | $205,290 | $— | $266,106 | | David Aldrich 6 | $75,000 | $185,016 | $— | $260,016 | | Andrew Dunn 7 | $— | $— | $— | $— | | Noriharu Fujita 8 | $13,333 | $— | $— | $13,333 | | Kojiro (Koji) Hatano 9 | $— | $— | $148,008 | $148,008 | | Katsumi Kawashima 9 | $— | $— | $— | $— | | Reza Kazerounian 10 | $63,901 | $185,016 | $318,125 | $567,042 | | Richard Lury 11 | $78,500 | $185,016 | $— | $263,516 | | Susan Lynch 12 | $70,000 | $185,016 | $— | $255,016 | | Joseph Martin 13 | $88,316 | $185,016 | $— | $273,332 | | Paul Carl (Chip) Schorr IV 7 | $— | $— | $— | $— |

  114. Potential Payments upon Termination or Change in Control

    1.Neither Mr. Vig nor Mr. Nargolwala, each of whom served as Chief Executive Officer during a portion of fiscal year 2023, are included in this table because they were employees of the Company during fiscal year 2023 and did not receive any compensation for their services as a director. All compensation paid to Mr. Vig and Mr. Nargolwala for the services they provided to the Company during fiscal year 2023 is reflected in the Summary Compensation Table. 2.Amounts represent the annual cash retainer(s) paid in respect of services provided in fiscal year 2023, payable in quarterly installments in arrears. 3.Amounts reflect the full grant-date estimated fair value of stock awards granted during the 2023 fiscal year computed in accordance with ASC Topic 718, Compensation—Stock Compensation. See note 18 of the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023 for a discussion of the relevant assumptions used in calculating these amounts. The amounts reported in this column reflect the aggregate grant date fair value as determined for financial accounting purposes and do not correspond to the actual economic value that may be received by the directors from these awards. 4.For a portion of fiscal year 2023, Mr. Hatano served as Manager of Business Performance for the Company. Amount includes salary, benefits and reimbursement of living expenses. For additional information on Mr. Hatano’s employment with the Company, see “Certain Relationships and Related Party Transactions—Related Party Agreements—Employment Relationship with Kojiro Hatano.” For a portion of fiscal year 2023, Dr. Kazerounian provided consulting services to the Company. For his services, Dr. Kazerounian received $318,125, consisting of consulting fees paid to Dr. Kazerounian through November 2022 and a severance payment paid to Dr. Kazerounian pursuant to his consulting agreement with the Company, as amended on June 28, 2018. For additional information on Dr. Kazerounian’s consulting agreement, see “Certain Relationships and Related Party Transactions—Related Party Agreements—Consulting Agreement.” This consulting agreement terminated in November 2022, triggering the $180,000 lump sum severance payment included in the amount set forth in the table. 5.During fiscal year 2023, Mr. Suzuki initially served on our Board of Directors as a designee of Sanken and did not receive compensation for his service on our Board. As of June 25, 2022, after completion of his service as a designee of Sanken, he commenced receiving compensation as the Chairman of the Board and as a member of the R&D and

  115. Potential Payments upon Termination or Change in Control

    | | INNOVATION WITH PURPOSE | 62 |

  116. Potential Payments upon Termination or Change in Control

    Strategy Committee beginning in November 2022. For more information regarding the revision to the non-management director policy for service on the R&D and Strategy Committee, see footnote 10 below. 6.Amount represents fees paid in fiscal year 2023 for the Board retainer and services provided as a member of the Audit and Nominating and Corporate Governance Committees. 7.During fiscal year 2023, Messrs. Dunn and Schorr served on our Board of Directors as designees of OEP and did not receive compensation for their service on our Board, nor did Mr. Dunn or Mr. Schorr receive compensation for their service on the R&D and Strategy Committee and as the Compensation Committee chair, respectively. 8.Amount represents the prorated Board cash retainer for services provided in fiscal year 2023 from April 1, 2022 through June 20, 2022. Mr. Fujita's Board service ended on June 20, 2022. 9.During fiscal year 2023, Mr. Hatano and Mr. Kawashima served on our Board of Directors as designees of Sanken beginning in June 2022. Neither Mr. Hatano or Mr. Kawashima received compensation for their service on our Board. 10.Amount represents fees paid in fiscal year 2023 for the Board retainer and services provided as the Chair of the R&D and Strategy Committee beginning in November 2022. The Board revised its non-management director compensation policy effective November 10, 2022 to provide compensation for service on this committee. Prior to the November revisions no compensation was paid to directors serving on the R&D and Strategy Committee. 11.Amount represents fees paid in fiscal year 2023 for the Board retainer and services provided as a member of the Compensation Committee as well as Chair of the Nominating and Corporate Governance Committee. 12.Amount represents fees paid in fiscal year 2023 for the Board retainer and for services provided as an Audit Committee member. 13.Amount represents fees paid in fiscal year 2023 for the Board retainer, and service as Audit Committee Chair and as a member of the R&D and Strategy Committee beginning in November 2022. For more information regarding the revision to the non-management director policy for service on the R&D and Strategy Committee, see footnote 10 above. The table below shows the aggregate number of unvested RSUs held as of March 31, 2023 by each non-employee director who was serving as of March 31, 2023.

  117. Potential Payments upon Termination or Change in Control

    | Name | Unvested Restricted Stock Units Outstanding at 2023 Fiscal Year End 1 | | Yoshihiro (Zen) Suzuki | 8,363 | | David Aldrich | 8,363 | | Andrew Dunn | — | | Kojiro Hatano | — | | Katsumi Kawashima | — | | Reza Kazerounian | 8,363 | | Richard Lury | 8,363 | | Susan Lynch | 8,363 | | Joseph Martin | 8,363 | | Paul Carl (Chip) Schorr IV | — |

  118. Potential Payments upon Termination or Change in Control

    1.Amounts represent RSUs that will vest in full on the date of the Annual Meeting, subject to the director’s continued service through the applicable vesting date.

  119. Potential Payments upon Termination or Change in Control

    | | INNOVATION WITH PURPOSE | 63 |

  120. Director Compensation Program

    Director Compensation Program Compensation is made to each member of the Board who is not an employee of the Company, the OEP Investor or Sanken, or their respective subsidiaries (each, an “Eligible Director”). 1.Annual Cash Compensation

  121. Director Compensation Program

    | Compensation for Eligible Directors | Annualized Cash Retainer | | Annual Cash Retainer (Other than Chairman of the Board) | $60,000 | | Annual Cash Retainer (Chairman of the Board) | $75,000 | | Additional Cash Retainer for Chair of Audit Committee | $25,000 | | Additional Cash Retainer for Chair of Compensation Committee | $20,000 | | Additional Cash Retainer for Chair of Nominating and Corporate Governance Committee | $10,000 | | Additional Cash Retainer for Chair of Research & Development and Strategy Committee | $10,000 | | Additional Cash Retainer for member of Audit Committee | $10,000 | | Additional Cash Retainer for member of Compensation Committee | $8,500 | | Additional Cash Retainer for member of Nominating and Corporate Governance Committee | $5,000 | | Additional Cash Retainer for member of Research & Development and Strategy Committee | $8,500 |

  122. Director Compensation Program

    2. Equity Compensation Each Eligible Director serving on the Board as of the date of the Annual Meeting will be granted an award of RSUs with a value of $185,000, as determined by dividing the amount by the trailing 30-calendar day average closing price of the Company’s Common Stock on Nasdaq through and including the date prior to the applicable grant date. Eligible Directors elected or appointed to serve on the Board on a date other than the date of the Annual Meeting will be granted a prorated award in the first year of service on the Board. 3. Travel Expenses Directors are reimbursed for reasonable out-of-pocket expenses incurred in attending meetings.

  123. Pay Versus Performance

    Pay Versus Performance In accordance with Item 402(v) of Regulation S-K and the rules adopted by the SEC pursuant to Section 953(a) of the Dodd-Frank Act, we provide the following disclosure regarding executive compensation for our principal executive officers (“PEOs”) and Non-PEO NEOs and Company financial performance for each of the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  124. Pay Versus Performance

    | Year | Summary Compensation Table Total for Ravi Vig¹ ($) | Summary Compensation Table Total for Vineet Nargolwala1 ($) | Compensation Actually Paid to Ravi Vig1,2,3 ($) | Compensation Actually Paid to Vineet Nargolwala1,2,3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs 1 ($) | Average Compensation Actually Paid to Non-PEO NEOs 1,2,3 ($) | Value of Initial Fixed $100 Investment Based on:4 | | Net Income ($ Thousands) | Performance EBIT ($ Thousands) ⁵ | | | | | | | | | Total Share-holder Return ($) | Peer Group Total Share-holder Return ($) | | | | 2023 | 35,348,581 | 10,128,514 | 8,300,753 | 22,659,744 | 3,289,690 | 9,200,243 | 271.13 | 141.48 | 187,494 | 282,560 | | 2022 | 11,191,041 | — | 21,149,326 | — | 4,272,620 | 3,460,448 | 164.86 | 154.37 | 119,555 | 180,627 | | 2021 | 6,480,109 | — | 52,343,799 | — | 2,059,971 | 14,870,010 | 142.77 | 136.02 | 18,101 | 96,683 |

  125. Pay Versus Performance

    1. Ravi Vig was our PEO during fiscal years 2021 and 2022, and for a portion of fiscal year 2023 until his retirement on June 13, 2022. Vineet Nargolwala served as our PEO for the portion of fiscal year 2023 beginning as of June 13, 2022. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  126. Pay Versus Performance

    | | INNOVATION WITH PURPOSE | 64 |

  127. Pay Versus Performance

    | 2021 | 2022 | | 2023 | | Michael C. Doogue | Christopher E. Brown | Max R. Glover | Sharon S. Briansky | | Paul V. Walsh, Jr. | Derek P. D'Antilio | Thomas C. Teebagy, Jr. | Derek P. D'Antilio | | | Michael C. Doogue | Paul V. Walsh, Jr. | Michael C. Doogue | | | | | Max R. Glover |

  128. Pay Versus Performance

    2. The amounts shown represent Compensation Actually Paid to the Company’s PEO for the applicable fiscal year and the average Compensation Actually Paid to our remaining NEOs for the relevant fiscal year, calculated in accordance with Item 402(v) of Regulation S-K, which do not reflect compensation actually earned, realized, or received by the Company’s PEO or non-PEO NEOs. These amounts reflect the total compensation reported in the Summary Compensation Table for the applicable fiscal year, with certain adjustments as described in footnote 3 below. 3. Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column below are the totals from the Stock Awards column set forth in the Summary Compensation Table.

  129. Pay Versus Performance

    | Year | Summary Compensation Table Total for Ravi Vig | Exclusion of Stock Awards for Ravi Vig ($) | Inclusion of Equity Values for Ravi Vig ($) | Compensation Actually Paid to Ravi Vig ($) | | 2023 | 35,348,581 | (33,326,906) | 6,279,078 | 8,300,753 | | 2022 | 11,191,041 | (8,955,334) | 18,913,619 | 21,149,326 | | 2021 | 6,480,109 | (5,262,502) | 51,126,192 | 52,343,799 |

  130. Pay Versus Performance

    | Year | Summary Compensation Table Total for Vineet Nargolwala | Exclusion of Stock Awards for Vineet Nargolwala ($) | Inclusion of Equity Values for Vineet Nargolwala ($) | Compensation Actually Paid to Vineet Nargolwala ($) | | 2023 | 10,128,514 | (8,365,115) | 20,896,345 | 22,659,744 |

  131. Pay Versus Performance

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 3,289,690 | (2,207,852) | 8,118,405 | 9,200,243 | | 2022 | 4,272,620 | (2,982,001) | 2,169,829 | 3,460,448 | | 2021 | 2,059,971 | (1,368,255) | 14,178,294 | 14,870,010 |

  132. Pay Versus Performance

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  133. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Ravi Vig ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Ravi Vig ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Ravi Vig ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Ravi Vig ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Ravi Vig ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Ravi Vig ($) | Total - Inclusion of Equity Values for Ravi Vig ($) | | 2023 | — | — | 27,981,229 | 1,147,290 | (22,849,441) | — | 6,279,078 | | 2022 | 11,572,178 | 7,148,589 | — | 192,852 | — | — | 18,913,619 | | 2021 | 10,618,478 | — | — | 40,507,714 | — | — | 51,126,192 |

  134. Pay Versus Performance

    | | INNOVATION WITH PURPOSE | 65 |

  135. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Vineet Nargolwala ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Vineet Nargolwala ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Vineet Nargolwala ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Vineet Nargolwala ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Vineet Nargolwala ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Vineet Nargolwala ($) | Total - Inclusion of Equity Values for Vineet Nargolwala ($) | | 2023 | 20,896,345 | — | — | — | — | — | 20,896,345 |

  136. Pay Versus Performance

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 5,275,272 | 2,823,865 | — | 19,268 | — | — | 8,118,405 | | 2022 | 1,474,083 | 543,371 | 1,248,596 | 90,748 | (1,186,969) | — | 2,169,829 | | 2021 | 2,760,813 | — | — | 11,417,481 | — | — | 14,178,294 |

  137. Pay Versus Performance

    4. For the relevant fiscal year, represents the cumulative TSR of the SOX Index (“Peer Group TSR”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report, assuming an initial fixed investment point of $100, and that all dividends, if any, were reinvested. 5. We determined that Performance EBIT in our compensation plans, to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in 2023. This performance measure may not have been the most important financial performance measure for fiscal 2022 and 2021, and we may determine a different financial performance measure to be the most important financial performance measure in future years. Performance EBIT is a non-GAAP financial measure explained in Appendix A of this proxy statement. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company TSR The following chart sets forth the relationship between Compensation Actually Paid (“CAP”) to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years. This chart also compares our cumulative TSR over the three most recently completed fiscal years to that of the SOX Index over the same period. TSR amounts reported in the graph assume an initial fixed investment of $100 and that all dividends, if any, were reinvested. Cap vs. tsr and peer group tsr cap ($k) $60,000 $50,000 $40,000 $30,000 $20,000 $10,000 $- fy 2021 fy 2022 fy 2023 tsr 300 200 100 250 150 50 0 peo 1 – rv avg neo peo 2 – vn company tsr (fy21 indexed to $100) peer group tsr

  138. Pay Versus Performance

    | | INNOVATION WITH PURPOSE | 66 |

  139. Pay Versus Performance

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between CAP to our PEOs, the average of CAP to our Non-PEO NEOs, and our net income for each of the three most recently completed fiscal years. Cap vs. net income cap ($k) $60,000 $50,000 $40,000 $30,000 $20,000 $10,000 net income ($k) $200,000 $180,000 $160,000 $140,000 $120,000 $100,000 $80,000 $60,000 $40,000 $20,000 $- fy 2021 fy 2022 fy 2023 peo 1 – rv peo 2 – vn avg neo net income $k Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Performance EBIT The following chart sets forth the relationship between CAP to our PEOs, the average of CAP to our Non-PEO NEOs, and Performance EBIT during the three most recently completed fiscal years.

  140. Pay Versus Performance

    | | INNOVATION WITH PURPOSE | 67 |

  141. Pay Versus Performance

    Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to be the most important in linking CAP to our PEOs and Non-PEO NEOs for 2023 to Company performance. The measures in this table are not ranked.

  142. Pay Versus Performance

    | Relative TSR | | Performance EBIT | | Performance EBITDA | | Total Revenue | | Strategic Product Revenue |

  143. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are required to disclose the ratio of our CEO’s annual total compensation to the annual total compensation of our other employees. The total compensation for 2023 to our CEO as of the end of our 2023 fiscal year, using the same methodology as was used to calculate the amounts in the Summary Compensation Table on page 53, but annualized and adjusted as described below, was $10,599,315. The annual total compensation for fiscal year 2023 for our median-compensated employee, who is located in the Philippines, and identified as discussed below, was $10,702, as calculated in accordance with the rules applicable to the Summary Compensation Table. Based on this information, for fiscal year 2023, the ratio of the annual total compensation of our CEO to the total annual compensation of our median-compensated employee was approximately 990 to 1. Methodology, Assumptions, and Estimates Used in Determining our Pay Ratio Disclosure We chose December 31, 2022 as the date for establishing the employee population used in identifying the median-compensated employee and used fiscal year 2023 as the measurement period. Similarly, we chose December 31, 2022 to identify the CEO in service on that date, and annualized CEO total compensation as if he had been CEO for the entirety of fiscal year 2023. Mr. Nargolwala’s annualized total compensation was determined by making the following adjustments:

  144. CEO Pay Ratio

    | Summary Compensation Table Component | Actual Values from Summary Compensation Table | Annualized and One-Time Values Used to Calculate CEO Pay Ratio | Description of Adjustment | | Salary | $484,615 | $600,000 | Annualized | | Bonus | $217,000 | $217,000 | Not annualized; one-time payment at sign-on | | Stock Awards | $8,365,115 | $8,365,115 | Not annualized; Initial Equity Award and Sign-On Equity Award included | | Non-Equity Incentive Plan Compensation | $1,052,384 | $1,320,000 | Annualized for AIP payout based on target of 110% of full year salary | | All Other Compensation | $9,400 | $97,200 | Annualized: employer HSA contribution, 401(k) matching contributions and employer contributions to the Nonqualified Deferred Compensation Plan | | Total CEO Pay | $10,128,514 | $10,599,315 | |

  145. CEO Pay Ratio

    We identified the median-compensated employee using the consistently applied compensation measure of annualized base pay in U.S. dollars for each employee employed as of December 31, 2022. We annualized the compensation measure for permanent employees who joined in 2022. We captured all full-time, part-time, seasonal and temporary employees, consisting of approximately 4,525 individuals. The annual total compensation of the median-compensated employee and the annual total compensation of the CEO were calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K.

  146. CEO Pay Ratio

    | | INNOVATION WITH PURPOSE | 68 |

  147. CEO Pay Ratio

    The pay ratio reported above is an estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. Because the SEC rules for identifying the median-compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported above should not be used as a basis for comparison between companies. In addition, we expect the Company’s annually reported pay ratio may vary significantly year over year, given the size of the Company and the potential variability in Company employee compensation.

  148. CEO Pay Ratio

    | | INNOVATION WITH PURPOSE | 69 |

  149. CEO Pay Ratio

    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information with respect to holdings of our Common Stock by (i) shareholders who beneficially owned more than 5% of the outstanding shares of our Common Stock, and (ii) each of our directors, each of our NEOs and all current directors and executive officers as a group as of June 8, 2023, unless otherwise indicated. The number of shares beneficially owned by each shareholder as described in this proxy statement is determined under rules issued by the SEC. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power. The percentage ownership of each individual or entity as of June 8, 2023 is computed on the basis of 192,208,584 shares of our Common Stock outstanding. In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares of Common Stock subject to options, or other rights, held by such person that are currently exercisable or will become exercisable within 60 days of June 8, 2023, are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each beneficial owner listed below is 955 Perimeter Road, Manchester, New Hampshire, 03103. We believe, based on information provided to us, that each of the shareholders listed below has sole voting and investment power with respect to the shares beneficially owned by the shareholder unless noted otherwise, subject to community property laws where applicable.

  150. CEO Pay Ratio

    | | Shares of Common Stock Beneficially Owned | | | Name of beneficial owner | Number | Percentage | | 5% Stockholders | | | | Sanken Electric Co., Ltd. 1 | 98,500,097 | 51.2% | | OEP SKNA, L.P. 2 | 17,649,247 | 9.2% | | Named Executive Officers and Directors | | | | David J. Aldrich 3 | 16,035 | * | | Sharon S. Briansky | 21,049 | * | | Derek P. D’Antilio | 26,921 | * | | Michael C. Doogue 4 | 125,255 | * | | Andrew G. Dunn | — | * | | Max R. Glover | 87,708 | * | | Kojiro (Koji) Hatano | — | * | | Katsumi Kawashima | — | * | | Reza Kazerounian 3 | 215,970 | * | | Richard R. Lury 3 | 27,663 | * | | Susan D. Lynch 3 | 12,523 | * | | Joseph R. Martin 3 | 35,536 | * | | Vineet Nargolwala 5 | 140,080 | * | | Paul Carl (Chip) Schorr IV 2 | 17,649,247 | 9.2% | | Yoshihiro (Zen) Suzuki 3 | 196,917 | * | | Ravi Vig 6 | 1,512,743 | * | | All executive officers and directors as a group (17 individuals) | 18,650,926 | 9.7% |

  151. CEO Pay Ratio

    * Represents beneficial ownership of less than 1%. 1. Based on information provided to the Company by Sanken. The address of Sanken Electric Co., Ltd. is 3-6-3 Kitano, Niiza-shi, Saitama-ken, 352-8666, Japan. 2. Based on information provided to the Company by OEP SKNA, L.P. (the “OEP Investor”). The OEP Investor is the beneficial owner of 22,629,247 shares of our Common Stock. All such shares are held by OEP SKNA, L.P. OEP VI GP, Ltd. (“OEP VI

  152. CEO Pay Ratio

    | | INNOVATION WITH PURPOSE | 70 |

  153. CEO Pay Ratio

    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT GP”) is the general partner of OEP VI General Partner, L.P., which is the managing member of OEP SKNA GP, LLC, which in turn is the general partner of OEP. Richard Cashin, David Han, James B. Cherry, Gregory Belinfanti, Paul Carl (Chip) Schorr IV, Johann-Melchior von Peter and Jamie Koven are the members of OEP VI GP. Each of the individuals and entities mentioned above may be deemed to share beneficial ownership of the securities held by the OEP Investor. The address of The OEP Investor is c/o One Equity Partners, 510 Madison Avenue, 19th Floor, New York, NY 10022. 3. Includes 8,363 RSUs that will vest on August 3, 2023. 4. Includes 76,219 shares of Common Stock held by The Michael C. Doogue Revocable Trust of 2015, of which Mr. Doogue is a trustee. 5. Includes 111,888 RSUs that will vest on June 13, 2023 and 15,885 RSUs that will vest on August 1, 2023. 6. Based on information provided to the Company by Mr. Vig. Includes: (i) 489,754 shares of Common Stock held by the Ravi Vig Revocable Trust for which Mr. Vig is the beneficiary and the trustee (the “Vig Trust”); (ii) 124,272 shares of Common Stock held by three trusts for which Mr. Vig’s children are the beneficiaries and Mr. Vig’s spouse is the trustee of each such trust (the “Children’s Trusts”); (iii) 893,717 shares of Common Stock held by the Vig Family LLC, whose members are the Vig Trust, the Children’s Trusts, Mr. Vig’s spouse’s revocable trust, the Ravi Vig irrevocable trust and Mr. Vig’s spouse’s irrevocable trust and whose managers are Mr. Vig and his spouse; and (iv) 5,000 shares of Common Stock held by the Vig Family Foundation.