DEF 14A of Allegro Microsystems, Inc., Jun 26, 2024

DEF 14A of Allegro Microsystems, Inc.

Filed Jun 26, 2024 · FY20240000950170-24-077611

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, four Class I Directors, Katsumi Kawashima, Joseph R. Martin, Vineet Nargolwala and Mary G. Puma, are to be elected to hold office until the 2027 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 cast. This means that the four nominees receiving the highest number of affirmative “FOR” votes will be elected as Class I 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 I, whose term currently expires at the Annual Meeting and whose subsequent term will expire at the 2027 Annual Meeting of Shareholders; Class II, whose term will expire at the 2025 Annual Meeting of Shareholders; and Class III, whose term will expire at the 2026 Annual Meeting of Shareholders. The current Class I Directors are Katsumi Kawashima, Joseph R. Martin, Vineet Nargolwala and Mary G. Puma; the current Class II Directors are Yoshihiro (Zen) Suzuki, David J. Aldrich, Kojiro (Koji) Hatano and Paul Carl (Chip) Schorr IV; and the current Class III Directors are Richard R. Lury, Susan D. Lynch and Jennie M. Raubacher. 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, and Mary G. Puma was jointly designated by Sanken and the OEP Investor. The OEP Investor’s rights to nominate directors under the Stockholders Agreement passed to the NCGC in February 2024 when the OEP Investor ceased to beneficially own at least five percent of the outstanding shares of Common Stock. As a result, the NCGC designated the other members of the Board. Based on Sanken’s aggregate voting power, we expect that Sanken will control the election of directors to the Board. For more information regarding the Stockholders Agreement, see “Corporate Governance—Stockholders Agreement” on page 29. 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. Kawashima, Martin and Nargolwala and Ms. Puma as a Class I 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. Kawashima, Martin or Nargolwala or Ms. Puma 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.

  2. Nominees For Class I Director (terms to expire at the 2027 Annual Meeting)

    | Katsumi Kawashima | | | Age: 59 | Mr. Kawashima has served as a member of our Board since June 2022. Since April 2022, Mr. Kawashima has served as Head of Corporate Design at Sanken. Mr. Kawashima has also served as a Senior Vice President of Sanken since June 2023. Prior to that, he was a Senior Corporate Officer of Sanken from June 2022 to June 2023, and a Corporate Officer of Sanken from June 2021 to June 2022. 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 has served on the board of directors of Sanken since June 2022 and also 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. |

  3. Nominees For Class I Director (terms to expire at the 2027 Annual Meeting)

    | Joseph R. Martin | | | Age: 76 Board Committees: Audit (Chair) NCGC Strategy | Mr. Martin has served as a member of our Board since 2017. 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 Azenta Inc. (Chairman), Bionik Labs, ChipPac Inc. (chair of the Audit Committee), Collectors Universe (chair of the Nominating and Governance Committee) and Soitec Semiconductor (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. 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. |

  4. Nominees For Class I Director (terms to expire at the 2027 Annual Meeting)

    | Vineet Nargolwala | | | Age: 51 Board Committee: Strategy | 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, an international manufacturer and marketer of complete solutions that identify and protect people, products and places, 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. |

  5. Nominees For Class I Director (terms to expire at the 2027 Annual Meeting)

    | Mary G. Puma | | | Age: 62 Board Committees: Strategy (Chair) Compensation | Ms. Puma has served as a member of our Board since October 2023. Ms. Puma has more than 40 years of technology experience, including 25 years in the semiconductor industry. Ms. Puma was the Executive Chairperson of Axcelis Technologies, Inc. (“Axcelis”) from May 2023 until May 2024, and previously served as President and Chief Executive Officer of Axcelis from January 2002 to May 2023. Prior to becoming CEO of Axcelis, she served as the company’s President and Chief Operating Officer beginning in July 2000. In 1998, Ms. Puma was appointed General Manager and Vice President of Axcelis’s predecessor, the Implant Systems Division of Eaton Corporation, a global diversified industrial manufacturer, after having joined in 1996 as general manager of Eaton’s Commercial Controls Division. Prior to Eaton, Ms. Puma spent 15 years in various marketing and general management positions at General Electric Company. Beginning in August 2023, Ms. Puma joined the board of directors of Ciena Corporation, a publicly traded networking systems and software company. Ms. Puma is also a director of SMART Global Holdings, Inc., a publicly traded memory-focused company engaging in the design and development of enterprise solutions. Until her retirement in 2023, Ms. Puma served on the board of directors of Nordson Corporation. Since December 2022, she has served as Chairperson of the Board of Semiconductor Equipment and Materials International, a global industry association serving the manufacturing supply chain for the micro- and nano-electronics industries. Ms. Puma holds a Bachelor of Arts degree in Economics from Tufts University and a Master of Science degree from the MIT Sloan School of Management. We believe Ms. Puma’s extensive experience in our industry, acquired through her over 25 years of service to Axcelis and its predecessor, make her well qualified to serve as a member of our Board. |

  6. Class II Directors

    Class II Directors

  7. Class II Directors

    | Yoshihiro (Zen) Suzuki | | | Age: 65 Chairman of the Board Board Committee: 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 (“PSL”) 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 PSL and its predecessor entity. Mr. Suzuki has served as a consultant to PSL since July 2022. 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 has also served as an Honorary Advisor at the Institute of Management Studies in Japan since January 2024. 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. |

  8. Class II Directors

    | OTHER PUBLIC COMPANY BOARDS | | | CURRENT: None | PAST FIVE YEARS: Sanken Electric Co., Ltd. (until 2022) |

  9. Class II Directors

    | David J. Aldrich | | | Age: 67 Board Committees: Compensation (Chair) 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, a publicly traded automotive semiconductor and software company, a position he has held since 2021 and is a director of Mobix Labs, Inc., a publicly traded semiconductor company developing connectivity solutions, since February 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. |

  10. Class II Directors

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

  11. Class II Directors

    | INNOVATION WITH PURPOSE | 19 |

  12. Class II Directors

    | Kojiro (Koji) Hatano | | | Age: 57 | Mr. Hatano has served as a member of our Board since 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 PSL 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 PSL, 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. |

  13. Class II Directors

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

  14. Class II Directors

    | Paul Carl (Chip) Schorr IV | | | Age: 57 Board Committee: Strategy | Mr. Schorr has served as a member of our Board since 2017. Mr. Schorr is the Managing Partner of Niobrara Capital, and founder and Chairman of First Global Reserve (aka Numium). Mr. Schorr is also an investor in and a manager of PS Investment Aggregator, L.P. Mr. Schorr served as a Senior Managing Director at OEP from 2015 until January 2024. 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. Throughout his career, Mr. Schorr has served on the boards of directors of numerous companies across a variety of industries. Since 2010, Mr. Schorr has served on the board of directors of Ameritas Mutual Holding Company and Ameritas Life Insurance Corp. Mr. Schorr has also served on the board of directors of Emso Asset Management Limited, a London-based alternative asset manager focused on emerging markets, since 2014. 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. 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. |

  15. Class II Directors

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

  16. Class II Directors

    | INNOVATION WITH PURPOSE | 20 |

  17. Class III Directors

    Class III Directors

  18. Class III Directors

    | Richard R. Lury | | | Age: 76 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. |

  19. Class III Directors

    | OTHER PUBLIC COMPANY BOARDS | | | CURRENT: Hitachi Zosen Corporation | PAST FIVE YEARS: Sanken Electric Co., Ltd. |

  20. Class III Directors

    | Susan D. Lynch | | | Age: 62 Board Committee: Audit | Ms. Lynch has served as a member of our Board since 2021. From August 2019 to September 2023, Ms. Lynch 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 from 1984 to 2005. Ms. Lynch also serves on the board of directors of Onto Innovation Inc., a publicly traded company that designs, develops, manufactures and supports metrology and inspection tools for the semiconductor industry, since March 2024. Ms. Lynch received her B.A. in accounting and business administration from MidAmerica Nazarene University. 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. |

  21. Class III Directors

    | OTHER PUBLIC COMPANY BOARDS | | | CURRENT: Onto Innovation Inc. | PAST FIVE YEARS: None |

  22. Class III Directors

    | INNOVATION WITH PURPOSE | 21 |

  23. Class III Directors

    | Jennie M. Raubacher | | | Age: 48 Board Committees: Audit Strategy | Ms. Raubacher has served on our Board since April 2024. Ms. Raubacher has over 25 years’ experience in investment banking focused on the technology and telecom sectors, and has advised numerous C-suite executives and boards of directors around the world on strategic and financing transactions. Ms. Raubacher served as Managing Director at Wells Fargo & Company (“Wells Fargo”), and led Wells Fargo’s global semiconductor and electronics investment banking practice from 2011 until March 2024. Prior to joining Wells Fargo in 2011, Ms. Raubacher was an investment banker focused on the technology, media and telecom sectors from 1998 to 2011 at Lehman Brothers and Barclays Capital (which acquired Lehman Brothers). Ms. Raubacher serves on the Women’s Leadership Council of the GSA (Global Semiconductor Alliance). Ms. Raubacher received her A.B. magna cum laude from Harvard University and her M.B.A. from Stanford University. We believe Ms. Raubacher’s extensive experience in leadership positions at financial institutions and her knowledge and insight in the technology sector make her well qualified to serve as a member of our Board. |

  24. Class III Directors

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

  25. Class III Directors

    | INNOVATION WITH PURPOSE | 22 |

  26. Important 2024 Compensation Actions

    Important 2024 Compensation Actions Our Compensation Committee, which consists entirely of independent directors, sets the compensation of our NEOs. In fiscal year 2024, the Compensation Committee took the following actions with respect to the compensation of our NEOs: • As part of our standard annual review cycle, reviewed the base salaries and, under the Company's Annual Incentive Plan (“AIP”), the annual target bonus opportunities for our NEOs, approving: o Salary increases of 10.0%, 6.3%, 2.6%, 3.9% and 6.7% for Messrs. Nargolwala, D’Antilio, Doogue and Glover, and Ms. Briansky, respectively; o An increase to Mr. Nargolwala’s target bonus opportunity from 110% to 125% of base salary and maintaining the annual target bonus opportunities under the AIP for each of our other NEOs; • Approved AIP performance metrics, weighting non-GAAP Operating Income, further adjusted for the operational impact of acquisitions (“Performance EBIT”) performance at 60%, revenue performance at 30% and adding a new metric for new products released to market weighted at 10%; and • Approved Long-Term Incentive (“LTI”) compensation, consisting of a combination of time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) to provide strong links to long-term shareholder value creation and promote alignment with investors. As illustrated below, our executive compensation program utilizes annual and long-term incentive awards, including awards that are contingent on Company performance relative to our key performance metrics. The pay mix charts set forth below are based on target compensation and include annualized base salary, target annual bonus under the AIP, and annual long-term equity-based awards at target. The “Other NEO” average includes Messrs. D’Antilio, Doogue and Glover, and Ms. Briansky. variable, at risk compensation 90% base salary aip (Target) lti (annual equity award target fy2024 ceo compensation 78% 10% 12% 40% 60% fy2024 ceo target lti psus rsus variable, at risk compensation 82% fy2024 other neo avg compensation 68% 18% 14% base salary aip (target) lti (annual equity award target) 40% 60$ fy2024 other neo avg lti psus rsus

  27. Compensation Governance and Best Practices

    | We do not provide any tax gross ups to our NEOs, including in the event of a change in control of the Company (a “change in control”) or otherwise.X | | We do not provide for single-trigger vesting of unvested equity awards in the event of a change in control.X | | We currently have no outstanding stock option awards, but if we choose to grant option awards in the future, we do not permit the repricing or back-dating of stock option awards.X |

  28. 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, with the exception of the compensation for the CEO, which the Compensation Committee recommends to the non-employee members of the Board for approval. 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, with the exception of the annual bonus payout amount for the CEO, which the Compensation Committee recommends to the non-employee members of the Board for approval. 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 2024 fiscal year, including the design and competitive position of our executive compensation program, our peer group (see below 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.

  29. 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 eligible, 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 2024 compensation actions and decisions, the Compensation Committee considered a competitive market analysis prepared by Meridian in February of 2023 (see below for more information on the competitive market analysis). The Meridian analysis determined that the NEOs’ target cash compensation, comprised of annual base salary, plus annual target bonus under the AIP, was in aggregate below the 50th percentile relative to competitive market data in the aggregate. The analysis also found that the grant date fair values of equity incentive awards that we granted during fiscal year 2023 were also below the 50th percentile in aggregate. The Compensation Committee considered these results in its compensation program decision-making for fiscal year 2024. Competitive Market Analysis In February 2023, 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 2024. To develop an understanding of the competitive marketplace, the Compensation Committee reviewed the executive compensation practices of a group of publicly traded companies based on compensation data gathered from publicly available filings. Meridian worked with the Compensation Committee to review and select the Company’s peer group. In determining the peer group to be utilized in making compensation decisions for fiscal year 2024 (the “Peer Group”), the Compensation Committee and Meridian reviewed and considered factors such as industry, total revenue, market

  30. Competitive Positioning

    | INNOVATION WITH PURPOSE | 40 |

  31. Competitive Positioning

    capitalization, growth, and profitability margins. The Peer Group was selected based on the evaluation of all of these factors. The Peer Group consisted of the following 14 companies, which was the same group of 14 companies that comprised the peer group used for fiscal year 2023:

  32. 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. |

  33. Competitive Positioning

    As indicated in the table below, at the time of the competitive market analysis in February 2023, our revenue approximated the Peer Group 43rd percentile, our headcount the 79th percentile, and our market capitalization the 64th percentile.

  34. Competitive Positioning

    | Allegro Compared to Peer Group, Sorted from Highest to Lowest (as of February 2023) | | | | Revenue | Headcount | Market Cap | | ON Semiconductor Corporation | ON Semiconductor Corporation | Microchip Technology Incorporated | | Microchip Technology Incorporated | Microchip Technology Incorporated | ON Semiconductor Corporation | | Cirrus Logic, Inc. | Diodes Incorporated | Monolithic Power Systems, Inc. | | Diodes Incorporated | Allegro MicroSystems, Inc. | Lattice Semiconductor Corporation | | Monolithic Power Systems, Inc. | Wolfspeed, Inc. | Wolfspeed, Inc. | | Synaptics Incorporated | Monolithic Power Systems, Inc. | Allegro MicroSystems, Inc. | | MaxLinear, Inc. | Semtech Corporation | Silicon Laboratories Inc. | | Silicon Laboratories Inc. | Silicon Laboratories Inc. | Synaptics Incorporated | | Allegro MicroSystems, Inc. | MaxLinear, Inc. | Cirrus Logic, Inc. | | Wolfspeed, Inc. | Synaptics Incorporated | Power Integrations, Inc. | | Semtech Corporation | Cirrus Logic, Inc. | MACOM Technology Solutions Holdings, Inc. | | MACOM Technology Solutions Holdings, Inc. | MACOM Technology Solutions Holdings, Inc. | Rambus Inc. | | Lattice Semiconductor Corporation | Lattice Semiconductor Corporation | Diodes Incorporated | | Power Integrations, Inc. | Power Integrations, Inc. | MaxLinear, Inc. | | Rambus Inc. | Rambus Inc. | Semtech Corporation | | Allegro = 43rd percentile | Allegro = 79th percentile | Allegro = 64th percentile |

  35. 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.

  36. Competitive Positioning

    | INNOVATION WITH PURPOSE | 41 |

  37. 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 awards 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-year period from date of grant |

  38. Compensation Elements

    1. Mr. Nargolwala had the lowest competitive position relative to market data among our NEOs both prior to and following his market adjustment. Fiscal Year 2024 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 (with the exception of the CEO, whose target bonus opportunity is recommended by the Compensation Committee and approved by the non-employee members of the Board). During fiscal year 2024, the Compensation Committee reviewed each NEO’s target bonus opportunity, recommending that the Board approve the adjustment to Mr. Nargolwala’s target shown in the table below, in order to bring it to the market median level. The Compensation Committee considered the same factors as

  39. Compensation Elements

    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 2023 competitive analysis.

  40. Compensation Elements

    | Name | 2023 Target AIP (% of Base Salary) | 2024 Target AIP (% of Base Salary) | Increase (%) | Reason for Change | | Vineet Nargolwala | 110.0% | 125.0% | 15.0% | Market adjustment 1 | | Derek P. D’Antilio | 75.0% | 75.0% | —% | N/A | | Michael C. Doogue | 75.0% | 75.0% | —% | N/A | | Max R. Glover | 75.0% | 75.0% | —% | N/A | | Sharon S. Briansky | 70.0% | 70.0% | —% | N/A |

  41. Compensation Elements

    1. Mr. Nargolwala had the lowest competitive position relative to market data for target total cash among our NEOs prior to his market adjustment and remained below median after his market adjustment. 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 2024, these Company performance metrics included Performance EBIT (weighted 60%), revenue growth (weighted 30%), and a new metric for products released to market (“RTMs”) (weighted 10%). The RTM metric was added to increase the entire organization’s focus on advancing both the speed and volume of product development. The annual bonuses under the AIP are also subject to potential increase or reduction at the discretion of the Compensation Committee (or the Board in the case of the CEO), based on individual NEO performance during the fiscal year (the “Multiplier for Individual Performance”). The table below illustrates AIP determinations at various levels of performance and the actual performance in fiscal year 2024 for each metric. For performance between points referenced in the table, straight line interpolation is used for the determination of actual achievement of performance metrics. target aip mix 60% 10% 30% performance ebit revenue rtm performance

  42. Compensation Elements

    | Name | 2024 Target AIP ($)X | Pool Funding per Corporate AchievementX | Multiplier for Individual Performance | = | Final AIP Payout ($) | | Vineet Nargolwala | 825,000 | 85.6% | 1.00 | | 706,200 | | Derek P. D’Antilio | 318,750 | 85.6% | 1.00 | | 272,850 | | Michael C. Doogue | 300,000 | 85.6% | 1.00 | | 256,800 | | Max R. Glover | 300,000 | 85.6% | 1.00 | | 256,800 | | Sharon S. Briansky | 280,000 | 85.6% | 1.00 | | 239,680 |

  43. Fiscal Year 2024 Equity Compensation

    Fiscal Year 2024 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 2024, our annual equity awards consisted of a combination of RSUs and PSUs. Further details regarding awards granted during fiscal year 2024 are set forth below. The Compensation Committee elected to use PSUs as the primary equity vehicle for annual equity awards to NEOs to strengthen the alignment between rewards and the achievement of our longer-term strategic goals referenced in the PSUs. 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.

  44. Fiscal Year 2024 Equity Compensation

    | INNOVATION WITH PURPOSE | 44 |

  45. Fiscal Year 2024 Equity Compensation

    Annual Equity Awards The annual equity awards granted to each of our NEOs consisted of RSUs (40% of each LTI award) and PSUs (60% of each LTI award). The RSUs are scheduled to vest in three equal installments on each of May 16, 2024, 2025, and 2026, subject to continued employment through the applicable vesting date. The PSUs vest based on achievement of four separate performance and service criteria, as outlined in the table below and described in greater detail following the table. psu award weighting (at target) 50% 15% 15% 20% relative tsr strategic product revenue cumulative performance ebitda cumulative cycle time

  46. Fiscal Year 2024 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 2024 through 2026) | Earned shares (if any) based on this metric vest on May 16, 2026 | | | Strategic Products Revenue | 20% | One year (fiscal year 2024) | Earned portion of PSU shares (if any) based on this metric vest 50% on May 16, 2024, and 50% on May 16, 2025 | | | Cumulative Performance EBITDA | 15% | One-third allocated to each of one-year (fiscal year 2024), two-year (fiscal years 2024 and 2025) and three-year (fiscal years 2024 through 2026) performance periods | Earned portion of PSU shares (if any) based on this metric vest on May 16, 2026 | | | Cumulative Cycle Time | 15% | Three year (fiscal years 2024 through 2026) | Earned portion of PSU shares (if any) based on this metric vest on May 16, 2026 |

  47. Fiscal Year 2024 Equity Compensation

    PSUs by metric are earned as follows: • The Relative TSR portion is 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 2024 through 2026); • The Strategic Products revenue portion is earned based on our revenue applicable to products that drove our growth in the e-Mobility and industrial markets in fiscal year 2024 (the “Strategic Products”), as compared to pre-established threshold, target and maximum goals; • The cumulative non-GAAP adjusted EBITDA, further adjusted for the operational impact of acquisitions (“Performance EBITDA”) portion is earned based on cumulative Performance EBITDA, as compared to threshold, target and maximum goals for each of fiscal year 2024, the two-year period encompassing fiscal years 2024 and 2025, and the three-year period encompassing fiscal years 2024, 2025 and 2026; and The cumulative cycle time metric portion is earned based on the average number of weeks from product development kickoff to product RTM for 85% of the total products released to market as compared to a target number of cycle time weeks for the three-year period encompassing fiscal years 2024 through 2026.

  48. Fiscal Year 2024 Equity Compensation

    | INNOVATION WITH PURPOSE | 45 |

  49. Fiscal Year 2024 Equity Compensation

    For the Relative TSR metric, 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 award) achieved if the Company’s TSR equals or exceeds 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.

  50. Fiscal Year 2024 Equity Compensation

    | Performance Metric | | | Threshold | | Target | | Maximum | | | Goal | <25th | 25th | 37.5th | 50th | 62.5th | 75th | | Relative TSR - TSR percentile rank vs. SOX Index | 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% |

  51. Fiscal Year 2024 Equity Compensation

    The table below illustrates Strategic Products revenue PSU payout determinations at various levels of performance, including actual performance in fiscal year 2024, and the resulting payout (i.e., the percentage of target PSUs for this portion of the award that vested one half on May 16, 2024, with the remaining half to vest on May 16, 2025, subject to a recipient meeting the continued service requirement). For performance between points referenced in the table, straight-line interpolation was used for the PSU vesting determination.

  52. Fiscal Year 2024 Equity Compensation

    | Performance Metric | | Threshold | Target | Maximum | Actual Performance | | Strategic Products revenue FY24 ($ millions) | Goal ($ millions) | $573.9 | $637.7 | $682.3 | $604.3 | | | Payout % | 80.0% | 100.0% | 200.0% | 89.5% |

  53. Fiscal Year 2024 Equity Compensation

    The table below illustrates cumulative Performance EBITDA PSU payout determinations for the one-third of cumulative Performance EBITDA PSUs allocated to fiscal year 2024 performance, and the resulting payout (i.e., the percentage of PSUs allocated to fiscal year 2024 performance that vested on May 16, 2024 for this portion of the award. For performance between points referenced in the table, straight line interpolation was used for the PSU vesting determination.

  54. Fiscal Year 2024 Equity Compensation

    | Performance Metric | | Threshold | Target | Maximum | Actual Performance 1 | | Fiscal Year 2024 Cumulative Performance EBITDA | Goal ($ millions) | $327.8 | $409.7 | $441.1 | $370.1 | | | Payout % | 50.0% | 100.0% | 200.0% | 75.8% |

  55. Fiscal Year 2024 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 year 2024. 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 2024 and 2025, and (2) the three-year period encompassing fiscal years 2024, 2025, and 2026.

  56. Fiscal Year 2024 Equity Compensation

    | Performance Metric | | Threshold | Target | Maximum | | Fiscal Years 2024-2025 Cumulative Performance EBITDA | Goal | 80.0% of Plan1 | At Plan1 | 107.3% of Plan1 | | | Payout % | 50.0% | 100.0% | 200.0% | | Fiscal Years 2024-2026 Cumulative Performance EBITDA | Goal | 80.0% of Plan1 | At Plan1 | 106.4% of Plan1 | | | Payout % | 50.0% | 100.0% | 200.0% |

  57. Fiscal Year 2024 Equity Compensation

    Respective goals for “Plan” as approved by the Board for our 2024-2026 business plan.

  58. Fiscal Year 2024 Equity Compensation

    | INNOVATION WITH PURPOSE | 46 |

  59. Fiscal Year 2024 Equity Compensation

    Average cumulative cycle time was added as a performance metric to the PSUs to incentivize the speed and efficiency of our product development process for viable products in our product development pipeline. The table below illustrates how the payout for this portion of the award will be determined. The payout is binary based on either achievement at 100% if the average cycle time for 85% of the RTMs is less than or equal to the target of 110 weeks, otherwise the payout is zero.

  60. Fiscal Year 2024 Equity Compensation

    | Performance Metric | | | Threshold / Maximum | | Average Cumulative Cycle Time for 85% of RTMs in FY24-FY26 (# weeks) | Goal (# weeks) | >110.0 | <=110.0 | | | Payout % | —% | 100.0% |

  61. Equity Awards Granted in Fiscal Year 2024

    Equity Awards Granted in Fiscal Year 2024 The table below summarizes all the equity awards granted to our NEOs in fiscal year 2024. There were no off-cycle awards made to any of the NEOs in fiscal year 2024.

  62. Equity Awards Granted in Fiscal Year 2024

    | Annual Equity Awards | | | | | | | | | | | | | PSUs At Target Level of Achievement (60% of Total Award) | | | | | | | | | RSUs (40% of Total Award) | | Name | Relative TSR PSUs | + | Strategic Product Revenue PSUs | + | Cumulative Performance EBITDA PSUs | + | Cycle Time PSUs | = | Total PSUs | Total RSUs | | Vineet Nargolwala | 41,920 | | 16,768 | | 12,576 | | 12,576 | | 83,840 | 55,893 | | Derek P. D’Antilio | 15,819 | | 6,328 | | 4,746 | | 4,746 | | 31,639 | 21,092 | | Michael C. Doogue | 11,864 | | 4,746 | | 3,560 | | 3,560 | | 23,730 | 15,819 | | Max R. Glover | 11,074 | | 4,430 | | 3,322 | | 3,322 | | 22,148 | 14,765 | | Sharon S. Briansky | 8,701 | | 3,481 | | 2,611 | | 2,611 | | 17,404 | 11,601 |

  63. Performance-Based Equity Awards with Performance Periods Ending in 2024

    Performance-Based Equity Awards with Performance Periods Ending in 2024 The following portions of PSUs granted in prior years had performance periods ending at the end of the 2024 fiscal year:

  64. Performance-Based Equity Awards with Performance Periods Ending in 2024

    | Fiscal Year of PSU Grant | PSU Award Component | Performance Period | Target Performance ($M) | Actual Performance ($M) | Payout (%) | Shares Earned | | 2022 | Relative TSR | FY2022 - FY2024 | 50th %ile, positive TSR | 36th %ile, positive TSR | 71.4% | (1) | | 2022 | Performance EBITDA | FY2022 - FY2024 | 675.0 | 931.0 | 200.0% | (2) | | 2023 | Performance EBITDA | FY2023 - FY2024 | 657.6 | 715.5 | 200.0% | (3) | | 2024 | Strategic Products Revenue | FY2024 | 637.7 | 604.3 | 89.5% | (4) | | 2024 | Performance EBITDA | FY2024 | 409.7 | 370.1 | 75.8% | (5) |

  65. Performance-Based Equity Awards with Performance Periods Ending in 2024

    1. Messrs. Doogue and Glover earned 9,505 PSUs and 13,249 PSUs, respectively, as a result of the performance of this component of the PSU. These amounts vested and shares were delivered on May 16, 2024. 2. Messrs. Doogue and Glover earned 4,438 PSUs and 6,186 PSUs, respectively, as a result of the performance of this component of the PSU. These amounts vested and shares were delivered on May 16, 2024. 3. Messrs. Nargolwala, D’Antilio, Doogue, Glover and Ms. Briansky earned 15,886, 6,388, 5,536, 5,962 and 4,260 PSUs, respectively, as a result of the performance of this component of the PSU. These amounts will vest and shares will be delivered on May 16, 2025, provided that the NEO meets the conditions contained in the PSU award agreement. Messrs. Nargolwala, D’Antilio, Doogue, Glover and Ms. Briansky earned 15,007, 5,664, 4,248, 3,965 and 3,115 PSUs, respectively, as a result of the performance of this component of the PSU. Half of this amount vested and shares were delivered on May 16, 2024. The remaining amount will vest and shares will be delivered on May 16, 2025, provided that the NEO meets the conditions contained in the PSU award agreement.

  66. Performance-Based Equity Awards with Performance Periods Ending in 2024

    | INNOVATION WITH PURPOSE | 47 |

  67. Performance-Based Equity Awards with Performance Periods Ending in 2024

    Messrs. Nargolwala, D’Antilio, Doogue, Glover and Ms. Briansky earned 3,178, 1,199, 899, 839 and 659 PSUs, respectively, as a result of the performance of this component of the PSU. These amounts will vest and shares will be delivered on May 16, 2026, provided that the NEO meets the conditions contained in the PSU award agreement.

  68. 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 Allegro MicroSystems, Inc. 2020 Omnibus Incentive Compensation Plan (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 On November 6, 2023, the Compensation Committee adopted the Clawback Policy, effective as of October 2, 2023, to comply with the requirements of Section 10D of the Exchange Act, the rules promulgated thereunder by the SEC, and the Nasdaq listing standards regarding clawback provisions. The Clawback Policy provides that if the Company is required to prepare a restatement, the Company will be required to recover reasonably promptly from any current or former executive officer of the Company any amount of incentive-based compensation received during the three fiscal years preceding the date on which the Company is required to prepare an accounting restatement that exceeds the amount of incentive-based compensation that would have been paid based on the corrected financial reporting measure. For purposes of the Clawback Policy, a restatement means an accounting restatement to correct the Company’s material noncompliance with any financial reporting requirement under securities laws, including restatements that correct an error in previously issued financial statements (a) that is material to the previously issued financial statements or (b) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. During the preparation of the third quarter fiscal year 2024 interim condensed consolidated financial statements, the Company identified and corrected an immaterial error in the classification of net sales by application (Automotive, Industrial and Other), whereby customer returns and sales allowances were incorrectly classified by application between Automotive, Industrial and Other in the prior periods (the “Revenue Revision”). There was no impact to previously reported total net sales or net income in any of the prior periods, but the Revenue Revision qualified as a restatement under the Clawback Policy. Company management prepared an analysis of the incentive-compensation measures utilized in fiscal years 2023, 2022 and 2021 and determined that: (1) adjustments to the financial reporting measures in the applicable years as a result of the Revenue Revision did not apply to any element of incentive-based compensation except Strategic Products revenue (and a similar measure for emerging products revenue in a prior fiscal year), and (2) Strategic Products revenue increased for each applicable year as a result of the Revenue Revision and would not have resulted in a lower payout amount for any applicable year. At a meeting on June 11, 2024, the Compensation Committee, as administrator of the Clawback Policy, reviewed management’s analysis and concluded that there was no erroneously awarded compensation under the Clawback Policy, and therefore recovery of erroneously awarded compensation was not required pursuant to the Clawback Policy.

  69. Compensation Policies

    Anti-Hedging and Anti-Pledging Policies Our Board has adopted an Insider Trading and Compliance Policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, employees and other Covered Persons (as defined in the Insider Trading and Compliance Policy), that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us. The policy prohibits Covered Persons from purchasing 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 “2024 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 the annual cash retainer for Board members, 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 and all Covered Directors were either in compliance with our stock ownership guidelines or are expected to be in compliance within this time window.

  70. Compensation Policies

    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 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, entered into on May 2, 2022 (the “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”) 718 Compensation – Stock Compensation for all stock-based awards (“ASC 718”). ASC 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 of this proxy statement. ASC 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.

  71. 2024 Summary Compensation Table

    2024 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 29, 2024.

  72. 2024 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary 1 ($) | Bonus ($) | Stock Awards 2 ($) | Non-Equity Incentive Plan Compensation 3 ($) | All Other Compensation 4 ($) | Total ($) | | Vineet Nargolwala | 2024 | 658,846 | — | 5,547,401 | 706,200 | 89,156 | 7,001,603 | | President, Chief Executive Officer | 2023 | 484,615 | 217,000 | 8,365,115 | 1,052,384 | 9,400 | 10,128,514 | | Derek P. D’Antilio | 2024 | 424,519 | — | 2,093,419 | 272,850 | 50,560 | 2,841,348 | | 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 | | Michael C. Doogue | 2024 | 399,808 | — | 1,570,091 | 256,800 | 51,497 | 2,278,196 | | 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 | | Max R. Glover | 2024 | 399,712 | — | 1,465,447 | 256,800 | 43,372 | 2,165,331 | | SVP, 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 | | Sharon S. Briansky | 2024 | 399,520 | — | 1,151,496 | 239,680 | 46,436 | 1,837,132 | | SVP, General Counsel and Secretary | 2023 | 381,635 | 250,000 | 2,232,994 | 525,000 | 32,487 | 3,422,116 |

  73. 2024 Summary Compensation Table

    1. Reflects salary paid during the fiscal year. Fiscal years 2024 and 2022 were 52-week years, while fiscal year 2023 was a 53-week year. 2. Amounts shown represent the aggregate grant date fair value of RSU and PSU awards made during fiscal years 2024, 2023 and 2022, respectively, calculated in accordance with FASB ASC 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 29, 2024. 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 year 2024 for all Stock Awards would be as follows: Mr. Nargolwala: $6,660,419; Mr. D’Antilio: $2,513,456; Mr. Doogue: $1,885,145; Mr. Glover: $1,759,472; and Ms. Briansky: $1,382,569. 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 2024, 2023 and 2022, as applicable. Represents payments made (or expected to be paid, in the case of the award for the 2024 fiscal year) under the AIP in the first quarter of the following fiscal year for performance during the fiscal year presented.

  74. 2024 Summary Compensation Table

    | INNOVATION WITH PURPOSE | 53 |

  75. 2024 Summary Compensation Table

    Represents All Other Compensation detailed in the table below.

  76. 2024 Summary Compensation Table

    | Name | Fiscal Year 2024 401(k) Company Match ($) | Charitable Contribution Company Match ($) | Nonqualified Plan Company Contribution ($) | Patent Award Payments ($) | Company HSA Contribution ($) | Service Anniversary Award* ($) | Total of All Other Compensation ($) | | Vineet Nargolwala | 17,250 | 4,000 | 66,706 | — | 1,200 | — | 89,156 | | Derek P. D’Antilio | 15,755 | — | 33,605 | — | 1,200 | — | 50,560 | | Michael C. Doogue | 12,298 | 3,100 | 31,849 | 1,050 | 1,200 | 2,000 | 51,497 | | Max R. Glover | 10,755 | — | 31,417 | — | 1,200 | — | 43,372 | | Sharon S. Briansky | 11,514 | 5,000 | 28,722 | — | 1,200 | — | 46,436 |

  77. 2024 Summary Compensation Table

    *In fiscal year 2024, Mr. Doogue received a cash award of $2,000 under the Company's service anniversary reward program in recognition of his 25 years of continuous service to the Company.

  78. Grants of Plan-Based Awards in Fiscal Year 2024

    Grants of Plan-Based Awards in Fiscal Year 2024 The following table contains information relating to all grants of plan-based awards made to our NEOs during the 2024 fiscal year.

  79. Grants of Plan-Based Awards in Fiscal Year 2024

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards 1 | Estimated Future Payouts Under Equity Incentive Plan Awards 2 | | | | | | Name | Grant Date | Target ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares 3 (#) | Grant Date Fair Value of Stock Awards 4 ($) | | Vineet Nargolwala | | 825,000 | | | | | | | | 5/15/2023 | | | | | 55,893 | 2,120,022 | | | 5/15/2023 | | 2,096 | 83,840 | 155,104 | | 3,427,379 | | Derek P. D’Antilio | | 318,750 | | | | | | | | 5/15/2023 | | | | | 21,092 | 800,020 | | | 5/15/2023 | | 791 | 31,639 | 58,532 | | 1,293,399 | | Michael C. Doogue | | 300,000 | | | | | | | | 5/15/2023 | | | | | 15,819 | 600,015 | | | 5/15/2023 | | 594 | 23,730 | 43,901 | | 970,076 | | Max R. Glover | | 300,000 | | | | | | | | 5/15/2023 | | | | | 14,765 | 560,037 | | | 5/15/2023 | | 554 | 22,148 | 40,974 | | 905,410 | | Sharon S. Briansky | | 280,000 | | | | | | | | 5/15/2023 | | | | | 11,601 | 440,026 | | | 5/15/2023 | | 436 | 17,404 | 32,197 | | 711,470 |

  80. Grants of Plan-Based Awards in Fiscal Year 2024

    Amounts reflect target payouts under our 2024 AIP. For fiscal year 2024, there were no individual threshold or maximum payout levels under the plan. However, the minimum threshold for AIP total pool funding for all AIP awards would be 3.3% if the metric with the lowest weight (RTM performance) were the only metric achieved and it funded at its threshold level. Under such a scenario, and assuming each NEO received 100% of such NEO’s

  81. Grants of Plan-Based Awards in Fiscal Year 2024

    | INNOVATION WITH PURPOSE | 54 |

  82. Grants of Plan-Based Awards in Fiscal Year 2024

    award, the threshold payouts under the 2024 AIP to our NEOs would be: Mr. Nargolwala: $27,225; Mr. D’Antilio: $10,519; Mr. Doogue: $9,900; Mr. Glover: $9,900; and Ms. Briansky: $9,240. Similarly, the AIP has a maximum pool funding level of 200% for all awards under the plan. In a scenario where the AIP pool funded at 200%, and assuming each NEO received 100% of such NEOs award, the maximum payouts under the 2024 AIP to our NEOs would be: Mr. Nargolwala: $1,650,000; Mr. D’Antilio: $637,500; Mr. Doogue: $600,000; Mr. Glover: $600,000; and Ms. Briansky: $560,000. The actual payouts under the 2024 AIP, which are expected to be made in the first quarter of fiscal year 2025 to our NEOs are: Mr. Nargolwala: $706,200; Mr. D’Antilio: $272,850; Mr. Doogue: $256,800; Mr. Glover: $256,800; and Ms. Briansky: $239,680. Represents the target and maximum payout levels for PSU awards granted in fiscal year 2024. Threshold payout levels presented in the table for these awards assume that the only metric achieved is one period of cumulative Performance EBITDA (one-third of the 15% of the total target award allocated to cumulative Performance EBITDA, or 5% of target), achieved at its threshold payout level (2.5% of the total target PSU award). 3. Amounts in this column represent RSUs granted to NEOs in fiscal year 2024. 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 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 29, 2024 included in the 2024 Annual Report. In accordance with FASB ASC 718, the aggregate grant date fair value of the PSUs presented above that are subject to non-market performance conditions is calculated based on the most probable outcome of the performance conditions as of the grant date, which was determined to be 100% of the target award level. 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.

  83. Grants of Plan-Based Awards in Fiscal Year 2024

    | INNOVATION WITH PURPOSE | 55 |

  84. Outstanding Equity Awards at Fiscal Year-End 2024

    Outstanding Equity Awards at Fiscal Year-End 2024 The following table details the number of stock awards outstanding for each NEO as of March 29, 2024. None of our NEOs held any option awards as of March 29, 2024.

  85. Outstanding Equity Awards at Fiscal Year-End 2024

    | | | 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 | 74,593 | 2 | 2,011,027 | | | | | | 8/1/2022 | 47,658 | 3 | 1,284,860 | | | | | | 8/1/2022 | 55,602 | 4 | 1,499,030 | 55,600 | 4 | 1,498,976 | | | 5/15/2023 | 55,893 | 5 | 1,506,875 | | | | | | 5/15/2023 | 18,186 | 6 | 490,295 | 62,880 | 6 | 1,695,245 | | Derek P. D’Antilio | 2/2/2022 | 36,497 | 7 | 983,959 | | | | | | 5/16/2022 | 19,166 | 8 | 516,715 | | | | | | 5/16/2022 | 22,360 | 4 | 602,826 | 22,361 | 4 | 602,853 | | | 5/15/2023 | 21,092 | 5 | 568,640 | | | | | | 5/15/2023 | 6,864 | 6 | 185,053 | 23,729 | 6 | 639,734 | | Michael C. Doogue | 11/2/2020 | 5,893 | 9 | 158,875 | | | | | | 5/7/2021 | 8,875 | 10 | 239,270 | | | | | | 5/7/2021 | 22,817 | 11 | 615,146 | | | | | | 5/16/2022 | 16,611 | 8 | 447,833 | | | | | | 5/16/2022 | 19,378 | 4 | 522,431 | 19,379 | 4 | 522,458 | | | 5/15/2023 | 15,819 | 5 | 426,480 | | | | | | 5/15/2023 | 5,147 | 6 | 138,763 | 17,798 | 6 | 479,834 | | Max R. Glover | 11/2/2020 | 5,893 | 9 | 158,875 | | | | | | 5/7/2021 | 9,682 | 10 | 261,027 | | | | | | 5/7/2021 | 31,805 | 11 | 857,463 | | | | | | 5/16/2022 | 17,889 | 8 | 482,287 | | | | | | 5/16/2022 | 20,868 | 4 | 562,601 | 20,870 | 4 | 562,655 | | | 5/15/2023 | 14,765 | 5 | 398,064 | | | | | | 5/15/2023 | 4,805 | 6 | 129,543 | 16,611 | 6 | 447,833 | | Sharon S. Briansky | 2/2/2022 | 18,249 | 12 | 491,993 | | | | | | 5/16/2022 | 12,777 | 8 | 344,468 | | | | | | 5/16/2022 | 14,908 | 4 | 401,920 | 14,907 | 4 | 401,893 | | | 6/3/2022 | 3,988 | 7 | 107,516 | | | | | | 5/15/2023 | 11,601 | 5 | 312,763 | | | | | | 5/15/2023 | 3,776 | 6 | 101,801 | 13,053 | 6 | 351,909 |

  86. Outstanding Equity Awards at Fiscal Year-End 2024

    1. Market values are based on the closing price of our Common Stock on Nasdaq of $26.96 as of March 28, 2024, the last trading day of our 2024 fiscal year. 2. Represents new hire RSUs that vested 60% of the RSUs on June 13, 2023, and the remaining 40% shown in the table vested on June 13, 2024. 3. Represents remaining RSUs from a grant of RSUs that vest in substantially equal installments on each of the first four anniversaries of August 1, 2022. 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 years 2023-2025 and Relative TSR, and shown at actual performance at 200% for the portions of the award for cumulative Performance EBITDA

  87. Outstanding Equity Awards at Fiscal Year-End 2024

    | INNOVATION WITH PURPOSE | 56 |

  88. Outstanding Equity Awards at Fiscal Year-End 2024

    for the fiscal year 2023 and fiscal years 2023-2024 periods, and actual performance at 185.1% for the portion of the award for Strategic Products revenue for fiscal year 2023. The actual award that is delivered will be based upon the actual level of achievement of the performance goals during the performance period. On May 16, 2024, the portion of the award attributable to Strategic Products revenue vested as to the remaining 50% of that portion of the award. Represents RSUs that vest in substantially equal installments on each of the first three anniversaries of May 16, 2023. On May 16, 2024, one third of the RSUs shown in the table vested. 6. Represents PSUs that vest on the attainment of specified performance goals linked to Relative TSR, and specified financial and product development goals over a performance period covering fiscal years 2024 through 2026. Amounts are shown at the target level for the portions of the award for cumulative Performance EBITDA for the fiscal years 2024-2025 and fiscal years 2024-2026 periods, for Relative TSR, and for cumulative cycle time. Amounts are shown at actual performance of 75.8% for the portion of the award for cumulative Performance EBITDA for fiscal year 2024 and at actual performance of 89.5% for Strategic Products revenue for fiscal year 2024. The actual award that is delivered will be based upon the actual level of achievement of the performance goals during the performance period. On May 16, 2024, the portion of the award attributable to Strategic Products revenue vested as to 50% of that portion of the award. 7. Represents remaining RSUs from an award that vested as to 25% of the award on June 3, 2024. The other 75% of the original award vested on June 3, 2023. 8. Represents remaining RSUs from an award that vests in substantially equal installments on each of the first four anniversaries of May 16, 2022. On May 16, 2024, 25% of the original award vested (one-third of the amount shown in the table). 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, November 18, 2022 and November 18, 2023, 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, 2024, 25% of the original award vested (half of the amount shown in the table). 11. 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 2024. Amounts are shown at the actual performance at 200% for the portions of the award for cumulative Adjusted EBITDA for fiscal year 2022, fiscal years 2022-2023 and fiscal years 2022-2024 periods, and actual performance of 71.4% for Relative TSR. The actual award that is delivered was based upon the actual level of achievement of the performance goals during the performance period. On May 16, 2024, the portions of the award attributable to Cumulative Adjusted EBITDA for the periods noted above and Relative TSR vested in the aggregate for the number of shares shown in the table. Represents RSUs that vest in full on February 13, 2026.

  89. Outstanding Equity Awards at Fiscal Year-End 2024

    | INNOVATION WITH PURPOSE | 57 |

  90. Option Exercises and Stock Vested in Fiscal Year 2024

    Option Exercises and Stock Vested in Fiscal Year 2024 The following table sets forth information for our NEOs regarding the value realized during the 2024 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 29, 2024.

  91. Option Exercises and Stock Vested in Fiscal Year 2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting 1 ($) | | Vineet Nargolwala | 151,601 | 6,187,992 | | Derek P. D’Antilio | 37,733 | 1,269,385 | | Michael C. Doogue | 159,616 | 4,931,928 | | Max R. Glover | 214,121 | 6,415,566 | | Sharon S. Briansky | 33,490 | 1,208,457 |

  92. Option Exercises and Stock Vested in Fiscal Year 2024

    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.

  93. 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 29, 2024.

  94. 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 | 23,077 | 66,706 | 7,399 | — | 97,182 | | Derek P. D’Antilio | 500,567 | 33,605 | 156,728 | — | 764,804 | | Michael C. Doogue | — | 31,849 | 180,710 | — | 680,618 | | Max R. Glover | — | 31,417 | 13,543 | — | 99,233 | | Sharon S. Briansky | 79,808 | 28,722 | 10,269 | — | 219,990 |

  95. Nonqualified Deferred Compensation Table

    1. Amounts represent Company contributions to the DCP included as Other Compensation in the Summary Compensation Table. 2. Amounts represent change in DCP account value during the fiscal year. None of the amounts in this column have been included in the Summary Compensation Table.

  96. 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 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 29, 2024, and we used the closing price per share on Nasdaq of our Common Stock on March 28, 2024 ($26.96), the last trading day of the 2024 fiscal year. Due to the number of factors that affect the nature and amount of benefits provided upon the occurrence of such events, actual

  97. Potential Payments upon Termination or Change in Control

    | INNOVATION WITH PURPOSE | 58 |

  98. Potential Payments upon Termination or Change in Control

    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 29, 2024; • 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 • 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.). 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:

  99. Potential Payments upon Termination or Change in Control

    | Benefit upon Qualifying Termination under applicable NEO agreement | Vineet Nargolwala | Derek P. D’Antilio | Michael C. Doogue / Max R. Glover / Sharon S. Briansky | | Cash Severance 1 | Lump sum cash payment equal to 2.0 times his then-current base salary | 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 | For up to 12 months following termination | For up to 18 months following termination | |

  100. Potential Payments upon Termination or Change in Control

    | INNOVATION WITH PURPOSE | 59 |

  101. Potential Payments upon Termination or Change in Control

    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. 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. 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.

  102. Potential Payments upon Termination or Change in Control

    | INNOVATION WITH PURPOSE | 60 |

  103. 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 29, 2024 and, where applicable, using a price of our Common Stock of $26.96, which was the closing price of our Common Stock on Nasdaq on March 28, 2024, the last trading day of the 2024 fiscal year:

  104. Potential Payments upon Termination or Change in Control

    | Name / | Cash Severance | Prorated Bonus | Benefit Continuation | Equity Awards 1 | Total | | Triggering Event | ($) | ($) | ($) | ($) | ($) | | Vineet Nargolwala | | | | | | | Termination Following Change in Control | 2,970,000 | 825,000 | 27,839 | 10,354,635 | 14,177,474 | | Death/Disability | — | — | — | 6,354,530 | 6,354,530 | | Qualifying Termination | 1,320,000 | 825,000 | 27,839 | 6,354,530 | 8,527,369 | | Derek P. D’Antilio | | | | | | | Termination Following Change in Control | 1,487,500 | 318,750 | 41,759 | 4,247,925 | 6,095,934 | | Death/Disability | — | — | — | 2,617,102 | 2,617,102 | | Qualifying Termination | 1,487,500 | 318,750 | 41,759 | 2,617,102 | 4,465,111 | | Michael C. Doogue | | | | | | | Termination Following Change in Control | 700,000 | 300,000 | 41,759 | 3,679,501 | 4,721,260 | | Death/Disability | — | — | — | 2,248,039 | 2,248,039 | | Qualifying Termination | 700,000 | 300,000 | 41,759 | 2,248,039 | 3,289,798 | | Max R. Glover | | | | | | | Termination Following Change in Control | 700,000 | 300,000 | 41,759 | 3,998,626 | 5,040,385 | | Death/Disability | — | — | — | 2,551,508 | 2,551,508 | | Qualifying Termination | 700,000 | 300,000 | 41,759 | 2,551,508 | 3,593,267 | | Sharon S. Briansky | | | | | | | Termination Following Change in Control | 680,000 | 280,000 | 27,169 | 2,613,044 | 3,600,213 | | Death/Disability | — | — | — | 1,631,269 | 1,631,269 | | Qualifying Termination | 680,000 | 280,000 | 27,169 | 1,631,269 | 2,618,438 |

  105. 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 28, 2024 ($26.96). RSUs – 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. PSUs – Performance Valuation – PSUs are valued and presented in the table as follows: (i) With respect to PSUs that were subject to completed performance periods as of March 29, 2024 but remained unvested as of that date, these PSUs are presented at the actual level of performance. (ii) With respect to PSUs subject to ongoing performance periods as of March 29, 2024, these PSUs are valued and presented in the table as follows: a. FY23 PSUs - For PSUs granted in fiscal year 2023 (“FY23 PSUs”), per the terms of the award agreement the performance metrics would have paid out between 100% and 200% of target depending on the metric, for a hypothetical termination event on March 29, 2024, so these performance factors were used to calculate the value of the FY23 PSUs as of March 29, 2024. b. FY24 PSUs - For PSUs granted in fiscal year 2024 (“FY24 PSUs”), per the terms of the award agreement the performance metrics would have paid out at 100% of target for a hypothetical termination event on March 29, 2024, so the FY24 PSUs are shown at 100%. PSUs – Number of Shares Included – The number of PSUs included in the table is based on the nature of the termination event, as follows: (i) 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. (ii) Death/Disability and Qualifying Termination - Per the terms of the PSU award agreements, amounts in the table represent the prorated portion of the award through March 29, 2024.

  106. Potential Payments upon Termination or Change in Control

    | INNOVATION WITH PURPOSE | 61 |

  107. Potential Payments upon Termination or Change in Control

    2024 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 2024 services.

  108. 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 | 83,500 | 185,023 | 3,363 | 271,886 | | David Aldrich 5 | 75,000 | 185,023 | 5,000 | 265,023 | | Andrew Dunn 6 | — | — | — | — | | Kojiro (Koji) Hatano 7 | — | — | — | — | | Katsumi Kawashima 7 | — | — | — | — | | Reza Kazerounian 8 | 37,885 | 185,023 | — | 222,908 | | Richard Lury 9 | 78,500 | 185,023 | — | 263,523 | | Susan Lynch 10 | 70,000 | 185,023 | — | 255,023 | | Joseph Martin 11 | 93,885 | 185,023 | 5,000 | 283,908 | | Mary Puma 12 | 35,058 | 146,585 | — | 181,643 | | Paul Carl (Chip) Schorr IV 13 | 14,712 | 94,522 | — | 109,234 |

  109. Potential Payments upon Termination or Change in Control

    1. Mr. Nargolwala, who served as Chief Executive Officer during fiscal year 2024, is not included in this table because he was an employee of the Company during fiscal year 2024 and did not receive any compensation for his services as a director. All compensation paid to Mr. Nargolwala for the services he provided to the Company during fiscal year 2024 is reflected in the Summary Compensation Table. Jennie M. Raubacher is not included in this table because she joined our Board after the end of fiscal year 2024. 2. Amounts represent the annual cash retainer(s) paid in respect of services provided in fiscal year 2024, payable in quarterly installments in arrears. For additional details regarding cash retainers, see “Director Compensation Program” below. 3. Amounts reflect the full grant-date estimated fair value of stock awards granted during the 2024 fiscal year computed in accordance with ASC 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 29, 2024 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. Amounts represent matching contributions by the Company to qualified charitable organizations under our director gift matching program. 5. Amount represents fees paid in fiscal year 2024 for the Board retainer and services provided as a member of the Audit and Nominating and Corporate Governance Committees. 6. During fiscal year 2024, Mr. Dunn served on our Board of Directors as a designee of OEP and did not receive compensation for his service on our Board, nor did Mr. Dunn receive compensation for his service on the Strategy Committee. 7. During fiscal year 2024, Messrs. Hatano and Kawashima served on our Board of Directors as designees of Sanken. Neither Mr. Hatano nor Mr. Kawashima received compensation for their service on our Board. 8. Amount represents prorated fees paid in fiscal year 2024 for the Board retainer and services provided as the Chair of the Strategy Committee. Mr. Kazerounian retired from the Board on October 15, 2023. 9. Amount represents fees paid in fiscal year 2024 for the Board retainer and services provided as a member of the Compensation Committee as well as Chair of the NCGC. Amount represents fees paid in fiscal year 2024 for the Board retainer and for services provided as an Audit Committee member.

  110. Potential Payments upon Termination or Change in Control

    | INNOVATION WITH PURPOSE | 62 |

  111. Potential Payments upon Termination or Change in Control

    Amount represents fees paid in fiscal year 2024 for the Board retainer, service as Audit Committee Chair, as a member of the Strategy Committee, as well as a member of the NCGC, beginning on March 4, 2024. 12. Amount represents prorated fees paid in fiscal year 2024 for the Board retainer, service as a member of the Compensation Committee and Strategy Committee beginning when Ms. Puma joined the Board on October 18, 2023, and as Chair of the Strategy Committee beginning on March 4, 2024. 13. Amount represents prorated fees paid in fiscal year 2024 for the Board retainer, service as Chair of the Compensation Committee, and as a member of NCGC, beginning on January 29, 2024 when he became eligible to receive Board compensation under our policy. The table below shows the aggregate number of unvested RSUs held as of March 29, 2024 by each non-employee director who was serving as of March 29, 2024. None of our non-employee directors held any vested or unvested stock options as of March 29, 2024.

  112. Potential Payments upon Termination or Change in Control

    | Name | Unvested Restricted Stock Units Outstanding at 2024 Fiscal Year End 1 (#) | | Yoshihiro (Zen) Suzuki | 3,838 | | David Aldrich | 3,838 | | Andrew Dunn | — | | Kojiro Hatano | — | | Katsumi Kawashima | — | | Richard Lury | 3,838 | | Susan Lynch | 3,838 | | Joseph Martin | 3,838 | | Mary Puma | 4,678 | | Paul Carl (Chip) Schorr IV | 3,326 |

  113. 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.

  114. 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

  115. 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 NCGC | 10,000 | | Additional Cash Retainer for Chair of 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 NCGC | 5,000 | | Additional Cash Retainer for member of Strategy Committee | 8,500 |

  116. 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 approximately $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.

  117. Director Compensation Program

    | INNOVATION WITH PURPOSE | 63 |

  118. Director Compensation Program

    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. Travel Expenses Directors are reimbursed for reasonable out-of-pocket expenses incurred in attending meetings 4. Charitable Contributions Matching Program Subject to certain limitations, we match charitable donations made by our Eligible Directors to eligible charitable organizations, up to a $5,000 annual limit per person.

  119. 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 (“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.

  120. Pay Versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based on:4 | | | | | Year | Summary Compensation Table Total for Ravi Vig ¹ ($) | Summary Compensation Table Total for Vineet Nargolwala 1 ($) | Compensation Actually Paid to Ravi Vig 1,2,3 ($) | Compensation Actually Paid to Vineet Nargolwala 1,2,3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs 1 ($) | Average Compensation Actually Paid to Non-PEO NEOs 1,2,3 ($) | Total Share-holder Return ($) | Peer Group Total Share-holder Return ($) | Net Income ($ Thousands) | Performance EBIT ($ Thousands) ⁵ | | 2024 | — | 7,001,603 | — | (4,253,826) | 2,280,501 | (3,628,582) | 152.32 | 214.80 | 152,888 | 306,175 | | 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 |

  121. 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 and for all of fiscal year 2024. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  122. Pay Versus Performance

    | 2021 | 2022 | | 2023 & 2024 | | 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 |

  123. 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. Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. The fair values of unvested and outstanding equity awards to our NEOs were remeasured as of the end of each fiscal year, and as of each vesting date, during the 2021, 2022, 2023 and 2024 fiscal years. Fair values as of each measurement date were determined using valuation assumptions and methodologies (including volatility, dividend yield, and risk-free interest rates) that are generally consistent with those used to estimate fair value at grant in accordance with FASB ASC 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.

  124. Pay Versus Performance

    | INNOVATION WITH PURPOSE | 64 |

  125. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2024 | 7,001,603 | (5,547,401) | (5,708,028) | (4,253,826) |

  126. 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 ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 2,280,501 | (1,570,113) | (4,338,970) | (3,628,582) |

  127. 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:

  128. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2024 | 2,546,050 | (7,166,738) | — | (1,087,340) | — | — | (5,708,028) |

  129. 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 ($) | | 2024 | 720,619 | (3,177,516) | — | (1,882,073) | — | — | (4,338,970) |

  130. 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. Consistent with our determination in 2023, 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 2024. 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 CAP to our Non-PEO NEOs, and the Company’s cumulative TSR over the four most recently completed fiscal years. This chart also compares our cumulative TSR over the four most recently completed fiscal years to that of the SOX Index over

  131. Pay Versus Performance

    | INNOVATION WITH PURPOSE | 65 |

  132. Pay Versus Performance

    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 $40,000 $20,000 $- $(20,000) fy 2021 fy 2022 fy 2023 fy 2024 0 100 200 300 tsr peo 1 - rv peo 2 - vn avg neo company tsr (FY21 indexed to $100) peer group tsr Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between CAP to our PEOs, the average of CAP to our Non-PEO NEOs, and our net income for each of the four most recently completed fiscal years. cap vs. net income cap ($K) $(10,000) $- $10,000 $20,000 $30,000 $40,000 $50,000 $60,000 fy 2021 fy 2022 fy 2023 fy 2024 net income ($K) $- $20,000 $40,000 $60,000 $80,000 $100,000 $120,000 $140,000 $160,000 $180,000 $200,000 peo 1 - rv peo 2 - vs avg neo net income ($K)

  133. Pay Versus Performance

    | INNOVATION WITH PURPOSE | 66 |

  134. Pay Versus Performance

    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 four most recently completed fiscal years. cap ($K) cap vs. performance ebit $(10,000) $- $10,000 $20,000 $30,000 $40,000 $50,000 $60,000 fy 2021 fy 2022 fy 2023 fy 2024 $- $50,000 $100,000 $150,000 $200,000 $250,000 $300,000 $350,000 peo 1 - rv peo 2 vn avg neo performance ebit ($K) 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 2024 to Company performance. The measures in this table are not ranked.

  135. Pay Versus Performance

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

  136. 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 fiscal year 2024 to our CEO was $7,001,603, as reported in the Summary Compensation Table on page 53. The annual total compensation for fiscal year 2024 for our median-compensated employee, determined to be an employee located in the Philippines, and identified as discussed below, was $10,410, as calculated in accordance with the rules applicable to the Summary Compensation Table. Based on this information, for fiscal year 2024, the ratio of the annual total compensation of our CEO to the total annual compensation of our median-compensated employee was approximately 673 to 1. Methodology, Assumptions, and Estimates Used in Determining our Pay Ratio Disclosure For our 2024 pay ratio, we evaluated our workforce as of December 31, 2023 and determined that neither the changes to the median-compensated employee’s compensation nor the changes to our employee population and compensation

  137. CEO Pay Ratio

    | INNOVATION WITH PURPOSE | 67 |

  138. CEO Pay Ratio

    structure as a whole have significantly impacted our pay ratio disclosure from last year. Therefore, we have used the same median compensated employee identified pursuant to our 2023 identification process. 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. 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.

  139. CEO Pay Ratio

    | INNOVATION WITH PURPOSE | 68 |

  140. 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 12, 2024, 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 12, 2024 is computed on the basis of 193,784,314 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 12, 2024, 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.

  141. 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 | 50.8% | | FMR LLC 2 | 10,450,296 | 5.4% | | Named Executive Officers and Directors | | | | David J. Aldrich 3 | 19,873 | * | | Sharon S. Briansky | 36,821 | * | | Derek P. D’Antilio | 52,788 | * | | Michael C. Doogue 4 | 224,926 | * | | Max R. Glover | 201,036 | * | | Kojiro (Koji) Hatano | — | * | | Katsumi Kawashima | — | * | | Richard R. Lury 3 | 23,001 | * | | Susan D. Lynch 3 | 16,711 | * | | Joseph R. Martin 3 | 22,374 | * | | Vineet Nargolwala 5 | 200,585 | * | | Mary G. Puma 6 | 4,678 | * | | Jennie M. Raubacher 7 | 2,171 | * | | Paul Carl (Chip) Schorr IV 8 | 3,326 | * | | Yoshihiro (Zen) Suzuki 3 | 200,755 | * | | All executive officers and directors as a group (17 individuals) | 1,045,060 | 0.5% |

  142. 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. Based on a Schedule 13G filed with the SEC on February 9, 2024 by FMR LLC (the "Schedule 13G"). FMR LLC is the beneficial owner of 10,450,296 shares of our Common Stock, with the sole power to vote or to direct the vote on 10,440,839 shares of our Common Stock and the sole power to dispose or to direct the disposition of 10,450,296 shares of our Common Stock. The Schedule 13G also reported that Fidelity Management & Research Company LLC is an entity that beneficially owns 5% or greater of the outstanding shares of the shares of Common Stock reported on the 13G and that Abigail P. Johnson, a director and the Chairman and Chief Executive Officer of FMR LLC, and members of the Johnson family, as predominant owners of FMR LLC, may be deemed to form a controlling group with respect to FMR LLC. The address of FMR LLC is 245 Summer Street, Boston, Massachusetts 02210.

  143. CEO Pay Ratio

    | INNOVATION WITH PURPOSE | 69 |

  144. CEO Pay Ratio

    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 4. Includes 175,890 shares of Common Stock held by The Michael C. Doogue Revocable Trust of 2015, of which Mr. Doogue is a trustee. 5. Includes 74,593 RSUs that will vest on June 13, 2024 and 15,885 RSUs that will vest on August 1, 2024. 6. Includes 4,678 RSUs that will vest on August 8, 2024. 7. Includes 2,171 RSUs that will vest on August 8, 2024.

  145. CEO Pay Ratio

    | INNOVATION WITH PURPOSE | 70 |