DEF 14A of Allegro Microsystems, Inc., Jun 25, 2025

DEF 14A of Allegro Microsystems, Inc.

Filed Jun 25, 2025 · FY20250000950170-25-089734

Open on EDGAR

  1. Proposal 1: Election of Directors

    Proposal 1: Election of Directors We currently have nine directors on our Board. At the Annual Meeting, three Class II Directors, Michael C. Doogue, Katsumi Kawashima and Yoshihiro (Zen) Suzuki, are to be elected to hold office until the 2028 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 three nominees receiving the highest number of affirmative “FOR” votes will be elected as Class II 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 II, whose term currently expires at the Annual Meeting and whose subsequent term will expire at the 2028 Annual Meeting of Shareholders; Class III, whose term will expire at the 2026 Annual Meeting of Shareholders; and Class I, whose term will expire at the 2027 Annual Meeting of Shareholders. In connection with a rebalancing of the Company’s Board classes, on June 18, 2025, Michael Doogue, Katsumi Kawashima and Krishna Palepu tendered their resignations from the Board and all Board committees on which they served, with such resignations effective as of June 23, 2025 (the “Resignation Effective Time”). In addition, on June 19, 2025, at the recommendation of the Nominating and Governance Committee of the Board (the "NGC"), the Board re-elected: (i) Krishna Palepu as a Class I director and (ii) Michael Doogue and Katsumi Kawashima as Class II directors, each effective immediately after the Resignation Effective Time. Further, the Board re-appointed: (i) Michael Doogue to serve on its Strategy Committee and (ii) Krishna Palepu to serve on its Strategy Committee and as Chair of the NGC, each effective immediately after the Resignation Effective Time. These actions were taken solely to rebalance the Board classes, and for all other purposes, the service on the Board of each of Messrs. Doogue, Kawashima and Palepu is deemed to have continued uninterrupted. For a description of the related party transaction involving Mr. Kawashima, please see the "Certain Relationships and Related Person Transactions" section of this proxy statement beginning on page 68. The current Class I Directors are Joseph R. Martin, Krishna G. Palepu and Mary G. Puma; the current Class II Directors are Michael C. Doogue, Katsumi Kawashima and Yoshihiro (Zen) Suzuki; and the current Class III Directors are Richard R. Lury, Susan D. Lynch and Jennie M. Raubacher. We are party to a Second Amended and Restated Stockholders Agreement (the “Stockholders Agreement”) between us and Sanken Electric Co., Ltd. (“Sanken”), which further amended and restated the stockholders’ agreement that we entered into in connection with our initial public offering of our Common Stock in 2020 (“IPO”). Pursuant to the rights provided in the Stockholders Agreement, Messrs. Kawashima and Lury were each designated by Sanken, and the NGC designated the other members of the Board. For more information regarding the Stockholders Agreement, see “Corporate Governance—Stockholders Agreement” on page 18. The division of our Board into three classes with staggered three-year terms may make a change of our management or a change in control of our Company more difficult. 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 duly executed proxy that is timely received by the Company 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. Doogue, Kawashima and Suzuki as a Class II 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. The Board has no reason to believe that any of Messrs. Doogue, Kawashima or Suzuki 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 II Director (terms to expire at the 2028 Annual Meeting)

    | Michael C. Doogue | | | Age: 50 Board Committee: Strategy | Mr. Doogue has served as our President and Chief Executive Officer and as a member of our Board since February 2025. Mr. Doogue joined Allegro in 1998 as a Design Engineer facilitating the development of our innovative magnetic sensor integrated circuits. Since joining, he has worked in a number of leadership roles and has been instrumental in shaping our strategy, developing our technology roadmap and creating new, innovative products that drive customer value. Mr. Doogue has enabled our disruptive technologies and business lines through his leadership roles as Director of Strategic Marketing, Vice President of Advanced Sensor Technologies, Senior Vice President of Technology and Products and, most recently, Executive Vice President (EVP) and Chief Technology Officer (CTO). In his role as EVP and CTO, Mr. Doogue led Allegro’s technology development and worldwide operations organizations, which includes wafer technology development, manufacturing, supply chain, procurement and quality teams. Mr. Doogue earned his B.A. in Physics from Colby College, B.E. in Electrical Engineering from Dartmouth and completed the SEP program at the Stanford University Graduate Business School. He holds over 75 semiconductor-related U.S. patents. We believe Mr. Doogue’s experience and insight, acquired through his over 25 years of experience at Allegro, make him well qualified to serve as a member of our Board. |

  3. Nominees For Class II Director (terms to expire at the 2028 Annual Meeting)

    | Katsumi Kawashima | | | Age: 60 | Mr. Kawashima has served as a member of our Board since June 2022. Since June 2022, Mr. Kawashima has served as a member of the board of directors of Sanken. 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. |

  4. Nominees For Class II Director (terms to expire at the 2028 Annual Meeting)

    | Yoshihiro (Zen) Suzuki | | | Age: 66 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 also served as a consultant to PSL from July 2022 until April 2025. 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. |

  5. Class III Directors

    Class III Directors

  6. Class III Directors

    | Richard R. Lury | | | Age: 77 Board Committees: Compensation NGC Strategy | 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 also served on the board of directors of Kanadevia Corporation (formerly Hitachi Zosen Corporation), a Japanese industrial and engineering corporation, from June 2016 to June 2024. Mr. Lury was previously a partner at Kelley Drye & Warren LLP, a New York-based law firm, which he joined in September 1989 and at which he practiced as a member of the Corporate Department and Chair of the Japan Practice Group until his retirement from the firm in 2015. Although retired, Mr. Lury retains Life Partner status with the firm. Mr. Lury received his B.A. in Political Science and International Relations from the University of Pennsylvania in 1969. Mr. Lury received his J.D. from Syracuse University College of Law in 1972. We believe Mr. Lury’s extensive legal expertise as an attorney and his insight gained as a member of the board of directors of Sanken, makes him well qualified to serve as a member of our Board. |

  7. Class III Directors

    | OTHER PUBLIC COMPANY BOARDS | | | CURRENT: None | PAST FIVE YEARS: Kanadevia Corporation (formerly Hitachi Zosen Corporation) (until June 2024); Sanken Electric Co., Ltd. (until June 2022) |

  8. Class III Directors

    | INNOVATION WITH PURPOSE | 9 |

  9. Class III Directors

    | Susan D. Lynch | | | Age: 63 Board Committees: Audit (Chair) Compensation Strategy | 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 lender negotiated Chapter 11 bankruptcy restructuring in May of 2019. Before joining Sungard AS, from 2007 to 2015, Ms. Lynch was the Executive Vice President and Chief Financial Officer for Hitachi Data Systems (now Hitachi Vantara). From 2005 to 2007, Ms. Lynch was Vice President and Chief Financial Officer of Raytheon Technical Services. Before joining Raytheon, Ms. Lynch held a number of roles of increasing financial responsibility with Honeywell International Inc. from 1984 to 2005. Ms. Lynch is a member of the National Association of Corporate Directors and also serves on the boards of Onto Innovation, Inc. (Audit Chair and M&A Committee) and The Crane Co. (Audit Committee). She is also a certified public accountant (inactive since December 2023). Ms. Lynch was named Greater Washington Technology Public Company CFO of the Year in 2023. 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. |

  10. Class III Directors

    | OTHER PUBLIC COMPANY BOARDS | | | CURRENT: Onto Innovation Inc.; The Crane Co. | PAST FIVE YEARS: None |

  11. Class III Directors

    | Jennie M. Raubacher | | | Age: 49 Board Committees: Strategy (Chair) Audit | Ms. Raubacher has served as a member of 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 Inc. and Barclays Capital Inc. (following its acquisition of 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. |

  12. Class III Directors

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

  13. Class III Directors

    | INNOVATION WITH PURPOSE | 10 |

  14. Class I Directors

    Class I Directors

  15. Class I Directors

    | Joseph R. Martin | | | Age: 77 Lead Independent Director Board Committees: Audit NGC Strategy | Mr. Martin has served as a member of our Board since 2017 and as our Board’s Lead Independent Director since September 2024. 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. |

  16. Class I Directors

    | OTHER PUBLIC COMPANY BOARDS | | | CURRENT: None | PAST FIVE YEARS: Azenta Inc. (until February 2024); Bionik Labs (until 2023); Collectors Universe (until 2020) |

  17. Class I Directors

    | Krishna G. Palepu | | | Age: 70 Board Committees: NGC (Chair) Strategy | Dr. Palepu joined our Board in January 2025. Dr. Palepu is the Ross Graham Walker Professor of Business Administration at the Harvard Business School, having held a faculty position with the school since 1983. In addition, during his time at Harvard, he served as the senior advisor to the president of Harvard University from 2012 to 2019 and has held other positions at Harvard Business School, including Senior Associate Dean for International Development and Senior Associate Dean for Research. Over the course of his career, Dr. Palepu has served as a consultant to a wide variety of businesses. Dr. Palepu was formerly a member of the board of directors of Azenta Inc. (chair of the Nominating and Governance Committee). Dr. Palepu has also served as a member of the board of directors of a number of other U.S.-listed companies, as well as private and non-profit boards. Dr. Palepu holds a master’s degree in Electronics from Andhra University, an MBA-equivalent degree from the Indian Institute of Management, Calcutta, and a Ph.D. in Management from the MIT Sloan School of Management. We believe Dr. Palepu’s extensive experience advising companies in the technology and semiconductor sectors, including as a member of multiple public company boards, and extensive academic research on corporate board effectiveness and globalization, particularly in India and China, make him well qualified to serve as a member of our Board. |

  18. Class I Directors

    | OTHER PUBLIC COMPANY BOARDS | | | CURRENT: None | PAST FIVE YEARS: Azenta Inc. (until February 2024) |

  19. Class I Directors

    | INNOVATION WITH PURPOSE | 11 |

  20. Class I Directors

    | Mary G. Puma | | | Age: 63 Board Committees: Compensation (Chair) NGC Strategy | Ms. Puma has served as a member of our Board since October 2023. Ms. Puma has more than 40 years of technology experience, including more than 25 years in the semiconductor industry. Ms. Puma has served as an Executive Advisor at Axcelis Technologies, Inc. (“Axcelis”) since May 2024, and previously served as the Executive Chairperson of Axcelis from May 2023 until May 2024 and as the 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. Ms. Puma also served as Chairperson of the Board of Axcelis from 2005 to 2015. 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. Ms. Puma currently serves on the boards of Entegris, Inc., Ciena Corporation, and Penguin Solutions, Inc. (formerly SMART Global Holdings, Inc.). 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 B.A. 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. |

  21. Class I Directors

    | OTHER PUBLIC COMPANY BOARDS | | | CURRENT: Entegris, Inc.; Ciena Corporation; Penguin Solutions, Inc. (formerly SMART Global Holdings, Inc.) | PAST FIVE YEARS: Axcelis Technologies, Inc. (until May 2024); Nordson Corporation (until November 2023) |

  22. Class I Directors

    | INNOVATION WITH PURPOSE | 12 |

  23. Compensation Discussion and Analysis

    performance-based restricted stock units (“PSUs”), representing the prorated portion of outstanding PSUs with the performance conditions being deemed to have been achieved at the target level of performance, in accordance with the terms of the applicable RSU and PSU award agreements. The lump sum cash payments described in (i) and (ii) above were paid to Mr. Nargolwala on March 5, 2025. The foregoing benefits were provided in consideration for Mr. Nargolwala’s execution and non-revocation of a general release of claims in favor of the Company included in the Separation Agreement and his continued compliance with applicable restrictive covenants.

  24. Important 2025 Compensation Actions

    Important 2025 Compensation Actions Our Compensation Committee, which consists entirely of independent directors, sets the compensation of our NEOs. In the first quarter of fiscal year 2025, 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 for each of our NEOs, which management elected to defer and ultimately elected to not implement during the 2025 fiscal year as a cost savings initiative; o An additional 5% of base salary to the target bonus opportunity for Messrs. D’Antilio and Narayan and Ms. Briansky, bringing the target bonus opportunity for these NEOs to 80%, 75% and 75% of base salary, respectively, and maintaining the annual target bonus opportunities under the AIP for each of our other

  25. Important 2025 Compensation Actions

    NEOs (Mr. Doogue’s target bonus opportunity for the 2025 fiscal year was later increased by the Board in connection with his promotion to CEO, as discussed above); Approved fiscal year 2025 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 an operational metric based on the number of new products released to market weighted at 10%; • Approved fiscal year 2025 target AIP to be split in half for our NEOs, with half of the target in the form of cash payable under the AIP and half in the form of PSUs with the same metrics and weightings as the AIP (“AIP PSUs”); and • Approved Long-Term Incentive (“LTI”) compensation, consisting of a combination of RSUs and 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, including AIP PSUs and annual long-term equity-based awards at target. Base salary presented below does not include annual base salary increases for our NEOs for fiscal year 2025 that were approved by the Compensation Committee but never implemented during the fiscal year. Fiscal year 2025 compensation for our CEO presented below is for Mr. Nargolwala who was CEO during our annual compensation planning in the first quarter of fiscal year 2025. The “Other NEO” average includes Messrs. Doogue (reflecting his target compensation as Chief Technology Officer), D’Antilio, Narayan and Glover, and Ms. Briansky. Variable, at risk compensation, 91% fy2025 CEO compensation 9% 11% 80% base salary aip (Target), including aip psus (described below) lti (Annual equity award target) fy2025 ceo target lti 60% 40% variable, at rids compensation, 83% fy2025 other neo average compensation 17% 13% 70% fy2025 other neo avg lti 60% 40% psus rsu base salary aip (target), aip psus (described below) lti (annual equity award target) us

  26. 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. At 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, if any, 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, an independent compensation consulting firm, to provide research and analysis and to make recommendations on the form, terms and level of executive compensation. The Compensation Committee sought input from Meridian on executive compensation matters for the 2025 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, executive severance terms and evolving compensation trends. Based on its consideration of the various factors set forth in the rules promulgated by the SEC and Nasdaq, the Compensation Committee has determined that the work performed by Meridian has not raised any conflict of interest.

  27. Competitive Positioning

    Competitive Positioning Meridian performs 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 2025 compensation actions and decisions, the Compensation Committee considered the competitive market analysis prepared by Meridian in May of 2024 (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 2024 were also below the 50th percentile in aggregate. The Compensation Committee considered these results in its compensation program decision-making for fiscal year 2025. Competitive Market Analysis In May 2024, 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 2025. To develop an understanding of the competitive marketplace, the Compensation Committee reviewed the executive compensation practices of a group of publicly traded companies of similar size and complexity, and against which we compete for senior executive talent. Meridian’s analysis was based on compensation data gathered from publicly available filings and from compensation survey data for our industry. Meridian worked with the Compensation Committee to review and select the Company’s peer group.

  28. Competitive Positioning

    | INNOVATION WITH PURPOSE | 32 |

  29. Competitive Positioning

    In determining the peer group to be utilized in making compensation decisions for fiscal year 2025 (the “Peer Group”), the Compensation Committee and Meridian reviewed and considered factors such as industry, total revenue, market capitalization, growth and profitability margins. The Peer Group was selected based on the evaluation of all of these factors. The Peer Group consisted of the following 17 companies, including each of the 14 companies that comprised the peer group for fiscal year 2024, with three additions (additions for fiscal year 2025 noted below with an asterisk):

  30. Competitive Positioning

    | Peer Group | | | Cirrus Logic, Inc. | Qorvo, Inc.* | | Diodes Incorporated | Rambus Inc. | | Lattice Semiconductor Corporation | Semtech Corporation | | MACOM Technology Solutions Holdings, Inc. | Sensata Technologies Holding plc* | | MaxLinear, Inc. | Silicon Laboratories Inc. | | Microchip Technology Incorporated | SiTime Corporation* | | Monolithic Power Systems, Inc. | Synaptics Incorporated | | ON Semiconductor Corporation | Wolfspeed, Inc. | | Power Integrations, Inc. | |

  31. Competitive Positioning

    We added three size, value and margin-relevant companies from related industries to our peer group to improve market trend extrapolation and to provide better balance against existing peers that are considerably larger than Allegro. As indicated in the table below, at the time of the competitive market analysis in May 2024, our revenue approximated the Peer Group 59th percentile, our headcount the 65th percentile and our market capitalization the 53rd percentile.

  32. Competitive Positioning

    | Allegro Compared to Peer Group, Sorted by Category from Highest to Lowest (as of May 2024) | | | | Revenue | Headcount | Market Cap | | ON Semiconductor Corporation | ON Semiconductor Corporation | Microchip Technology Incorporated | | Microchip Technology Incorporated | Microchip Technology Incorporated | Monolithic Power Systems, Inc. | | Sensata Technologies Holding plc | Sensata Technologies Holding plc | ON Semiconductor Corporation | | Qorvo, Inc. | Qorvo, Inc. | Qorvo, Inc. | | Monolithic Power Systems, Inc. | Diodes Incorporated | Lattice Semiconductor Corporation | | Cirrus Logic, Inc. | Wolfspeed, Inc. | MACOM Technology Solutions Holdings, Inc. | | Diodes Incorporated | Allegro MicroSystems, Inc. | Rambus Inc. | | Allegro MicroSystems, Inc. | Monolithic Power Systems, Inc. | Sensata Technologies Holding plc | | Wolfspeed, Inc. | Semtech Corporation | Allegro MicroSystems, Inc. | | Synaptics Incorporated | Synaptics Incorporated | Cirrus Logic, Inc. | | Semtech Corporation | Silicon Laboratories Inc. | Silicon Laboratories Inc. | | Lattice Semiconductor Corporation | MaxLinear, Inc. | Power Integrations, Inc. | | Silicon Laboratories Inc. | Cirrus Logic, Inc. | Synaptics Incorporated | | MACOM Technology Solutions Holdings, Inc. | MACOM Technology Solutions Holdings, Inc. | Wolfspeed, Inc. | | MaxLinear, Inc. | Lattice Semiconductor Corporation | Diodes Incorporated | | Rambus Inc. | Power Integrations, Inc. | Semtech Corporation | | Power Integrations, Inc. | Rambus Inc. | SiTime Corporation | | SiTime Corporation | SiTime Corporation | MaxLinear, Inc. | | Allegro = 59th percentile | Allegro = 65th percentile | Allegro = 53rd percentile |

  33. 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

  34. Competitive Positioning

    | INNOVATION WITH PURPOSE | 33 |

  35. Competitive Positioning

    based in large part on its assessment of the Company’s and the individual’s performance, as well as other factors, such as internal equity across the organization.

  36. 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 payment date 1 | | Long-Term Incentives (LTI) 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 |

  37. Compensation Elements

    reviewed each NEO’s target bonus opportunity, recommending that the Board approve the adjustments to Messrs. D’Antilio and Narayan and Ms. Briansky’s target shown in the table below. As part of its AIP target determinations, the Compensation Committee considered the same factors as in its deliberations relating to base salaries, as well as our desire to motivate achievement of short-term financial objectives via meaningful annual incentive opportunities.

  38. Compensation Elements

    | Executive Officers | 2024 Target AIP (% of Base Salary) | 2025 Target AIP (% of Base Salary) | Increase (percentage points) | Reason for Change | | Michael C. Doogue 1 | 75.0% | 75.0% | — | N/A | | Derek P. D’Antilio | 75.0% | 80.0% | 5.0 | Market adjustment | | Suman S. Narayan | 70.0% | 75.0% | 5.0 | Market adjustment | | Sharon S. Briansky | 70.0% | 75.0% | 5.0 | Market adjustment | | Max R. Glover | 75.0% | 75.0% | — | N/A | | Former Executive Officer | | | | | | Vineet Nargolwala | 125.0% | 125.0% | — | N/A |

  39. Compensation Elements

    1. Mr. Doogue’s fiscal year 2025 AIP target shown in the table was not adjusted as part of our annual compensation review cycle in the first quarter when he was serving as Chief Technology Officer, however it was increased to 125% of his annual base salary in February 2025 in connection with his promotion to CEO, as detailed above under the heading “Employment Agreement with Mr. Doogue” on page 28. Additionally, for a description of how this increase was applied to his cash AIP target relative to his AIP PSUs, please see below. 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 2025, these Company performance metrics included Performance EBIT (weighted 60%), revenue growth (weighted 30%), and an operational metric based on the number of new products released to market (“RTMs”) (weighted 10%). 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”). In accordance with the maximum limits in the AIP, no executive officer’s AIP award for a given year can exceed 200% of their target, regardless of AIP performance or an officer's Multiplier for Individual Performance. For fiscal year 2025, the Company’s executives (including the NEOs) elected to forego the receipt of approximately half of their Target AIP award in the form of cash and instead received the other half in the form of AIP PSUs, to reduce cash-based compensation expense and further align their interests with the interests of shareholders through additional stock-based compensation during a period of excess inventory digestion by our customers. The metrics for the AIP PSUs were identical to the metrics in the fiscal year 2025 AIP but did not permit any Multiplier for Individual Performance. The AIP PSU awards were granted in June 2024 and vested on May 16, 2025 in the Company’s open trading window following the release of its earnings for the 2025 fiscal year. For additional details on the AIP PSUs, see “AIP PSU Awards” in the “Fiscal Year 2025 Equity Compensation” section below.

  40. Compensation Elements

    1. Actual performance for Performance EBIT for the period is calculated from GAAP operating income, as adjusted as provided in Appendix A. In May 2025, the Compensation Committee assessed the Company’s fiscal year 2025 achievement of the corporate performance objectives, as detailed in the table above. The sum of the Performance EBIT, revenue and RTM performance portions of the pool funding resulted in total pool funding at 36.3% of target. Additionally, the Compensation Committee did not choose to exercise upward or downward discretion based on individual performance for fiscal year 2025 AIP cash payout determinations, and so the Multiplier for Individual Performance for all NEOs was 1.0. The table below illustrates the final AIP cash payout determinations for each NEO receiving an AIP payment. Target AIP generally represents one half of each NEO’s AIP cash target, which does not reflect the recharacterization of half of that amount in AIP PSUs for fiscal year 2025. The remaining approximate half was issued as AIP PSUs in fiscal year 2025. Mr. Doogue’s AIP PSUs were originally granted based on a 50/50 split of his AIP target prior to his promotion to CEO. Final payment under the AIP reflecting Mr. Doogue’s increased AIP target as a result of his increased annual base salary and target percentage as CEO was made pursuant to the AIP and not through the grant of additional AIP PSUs, as reflected in the table below.

  41. Compensation Elements

    | Executive Officers | 2025 Target AIP ($) | Less Target AIP PSU Amount ($) | 2025 Cash Target AIP ($) | Pool Funding per Corporate Achievement | Multiplier for Individual Performance | Final AIP Cash Payout ($) | | Michael C. Doogue | 875,000 | 150,000 | 725,000 | 36.3% | 1.00 | 263,175 | | Derek P. D’Antilio | 340,000 | 170,000 | 170,000 | 36.3% | 1.00 | 61,710 | | Sharon S. Briansky | 300,000 | 150,000 | 150,000 | 36.3% | 1.00 | 54,450 |

  42. Fiscal Year 2025 Equity Compensation

    Fiscal Year 2025 Equity Compensation We generally 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 2025, we also utilized short-term vesting AIP PSUs strategically as a means to reduce

  43. Fiscal Year 2025 Equity Compensation

    | INNOVATION WITH PURPOSE | 36 |

  44. Fiscal Year 2025 Equity Compensation

    cash-based compensation expense and further align our executives with the interests of shareholders through additional stock-based compensation during a period of excess inventory digestion by our customers. In fiscal year 2025, our annual equity awards consisted of a combination of RSUs and PSUs. Further details regarding awards granted during fiscal year 2025 are set forth below. The Compensation Committee elected to use long-term 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. Annual Equity Awards The annual LTI equity awards (which excludes the AIP PSUs which were granted outside of our annual LTI program) 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, 2025, 2026, and 2027, subject to continued employment through the applicable vesting date. The PSUs vest, if any, on May 16, 2027 based on achievement of three separate performance and service criteria, as modified based upon a modifier tied to our relative total shareholder return (“TSR”) performance over the period (the “TSR Modifier”). Relative TSR performance over the period was changed from a separate performance metric to a multiplier for PSUs granted in fiscal year 2025 to maintain a relative measure of our performance against broader industry performance while better aligning NEO accountability to operational measures within their control. The performance metrics and TSR Modifier in the PSUs granted in fiscal year 2025 are described in greater detail in the following table.

  45. Fiscal Year 2025 Equity Compensation

    | Performance Metric 1 | PSU Award Weighting (at target) | Performance Period | Additional Service-Based Vesting after Performance Period | TSR Modifier (0.7-1.3) | | Revenue Growth CAGR | 60% | Three years (fiscal years 2025 through 2027) | Earned portion of PSU shares (if any) based on this metric vest on May 16, 2027x | TSR percentile vs. Russell 3000 custom list of semiconductor and semiconductor equipment peers (capped at 1.0 for negative TSR) | | Cumulative Performance EBITDA | 30% | One third allocated to each of one-year (fiscal year 2025), two-year (fiscal years 2025 through 2026) and three-year (fiscal years 2025 through 2027) performance periods | Earned portion of PSU shares (if any) based on this metric vest on May 16, 2027 | | | Cumulative Cycle Time | 10% | Three years (fiscal years 2025 through 2027) | Earned portion of PSU shares (if any) based on this metric vest on May 16, 2027 | |

  46. Fiscal Year 2025 Equity Compensation

    1. PSUs by metric are earned as follows: • The revenue growth portion is earned based on our total net sales growth (“Revenue Growth CAGR”) for the three-year period encompassing fiscal years 2025 through 2027, 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 2025, the two-year period encompassing fiscal years 2025 and 2026, and the three-year period encompassing fiscal years 2025, 2026 and 2027; and

  47. Fiscal Year 2025 Equity Compensation

    | INNOVATION WITH PURPOSE | 37 |

  48. Fiscal Year 2025 Equity Compensation

    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 2025 through 2027. Earned PSUs are further modified by our TSR Modifier, as described in more detail below. Revenue Growth Compound Annual Growth Rate (CAGR) The table below illustrates PSU payout determinations for the Revenue Growth CAGR metric at various levels of performance. For performance between points referenced in the table, straight-line interpolation is used for the PSU vesting determination.

  49. Fiscal Year 2025 Equity Compensation

    | Performance Metric | | Threshold | Target | Maximum | | Revenue Growth CAGR Fiscal Years 2025 - 2027 | Goal | 2.5% | 5.0% | 8.0% | | | Payout % | 50.0% | 100.0% | 200.0% |

  50. Fiscal Year 2025 Equity Compensation

    Cumulative Performance EBITDA The table below illustrates PSU payout determinations for the one-third of the cumulative Performance EBITDA PSUs allocated to fiscal year 2025 performance, and the resulting payout of zero (i.e., the PSUs allocated to fiscal year 2025 performance). As a result, no shares will be paid out for cumulative Performance EBITDA in fiscal year 2025 when the award vests in May 2027.

  51. Fiscal Year 2025 Equity Compensation

    | Performance Metric | | Threshold | Target | Maximum | Actual Performance 1 | | Fiscal Year 2025 Cumulative Performance | Goal ($ millions) | $153.0 | $191.0 | $210.0 | $113.0 | | EBITDA | Payout % | 50.0% | 100.0% | 200.0% | 0.0% |

  52. Fiscal Year 2025 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 2025. The table below illustrates how payouts for the one-third portions of the cumulative Performance EBITDA PSUs allocated to each of the: (1) the two-year period encompassing fiscal years 2025 and 2026, and (2) the three-year period encompassing fiscal years 2025, 2026 and 2027 will be determined. For performance between points referenced in the table, straight line interpolation will be used for the PSU vesting determination.

  53. Fiscal Year 2025 Equity Compensation

    | Performance Metric | | Threshold | Target | Maximum | | Fiscal Years 2025 - 2026 Cumulative Performance | Goal | 80.0% of Plan1 | At Plan1 | 110.0% of Plan1 | | EBITDA | Payout % | 50.0% | 100.0% | 200.0% | | Fiscal Years 2025 - 2027 Cumulative Performance | Goal | 80.0% of Plan1 | At Plan1 | 110.0% of Plan1 | | EBITDA | Payout % | 50.0% | 100.0% | 200.0% |

  54. Fiscal Year 2025 Equity Compensation

    1. Respective goals based on “Plan” refers to the business plan for 2025-2027 approved by the Board. We do not disclose these prospective goals as disclosure may result in competitive harm (for example, by providing competitors with insight into our business operations). Cumulative Cycle Time The table below illustrates how the payout for the cumulative cycle time 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 for this portion of the award is zero.

  55. Fiscal Year 2025 Equity Compensation

    | Performance Metric | | | Threshold / Maximum | | Average Cumulative Cycle Time for 85% of RTMs in | Goal (# weeks) | >110.0 | <=110.0 | | Fiscal Years 2025 - 2027 (# weeks) | Payout % | 0.0% | 100.0% |

  56. Fiscal Year 2025 Equity Compensation

    | INNOVATION WITH PURPOSE | 38 |

  57. Fiscal Year 2025 Equity Compensation

    TSR Modifier The number of PSUs that will ultimately be earned will be based on the total number of PSUs achieved as a result of the performance of the three metrics described above (i.e., Revenue Growth CAGR, cumulative Performance EBITDA and cumulative cycle time), as multiplied by the TSR Modifier. A target TSR Modifier of 1.0 is achieved if the Company’s relative TSR over the three-year performance period equals the TSR of the median company in a custom group of companies in the Russell 3000 Index with a Global Industry Classification Standard (GICS) for “Semiconductors and Semiconductor Equipment” (the “R3000 Semiconductor Group”). For fiscal year 2025, following an analysis performed by Meridian, the Company updated its TSR reference group for assessing relative TSR in its PSU grants from the Philadelphia Semiconductor Index (SOX) to the R3000 Semiconductor Group to provide a larger group of peers of more similar market capitalization and revenue to that of the Company, and because the R3000 Semiconductor Group had historically maintained a strong stock price movement correlation with Allegro. The TSR Modifier can range from 0.7 to 1.3 in accordance with the table below. Straight line interpolation is used for TSR Modifier determinations for performance between minimum and target or between target and maximum. If the Company’s relative TSR is negative during the three-year performance period, the TSR Modifier is capped at a maximum of 1.0. The table below illustrates how the TSR Modifier will be determined.

  58. Fiscal Year 2025 Equity Compensation

    | rTSR Performance Modifier | | | | | | Relative TSR - TSR Percentile rank vs. | Goal | ≤25th | 50th | ≥75th | | R3000 Semiconductor Group | Multiplier (positive TSR) | 0.7 | 1.0 | 1.3 | | | Multiplier (negative TSR) | 0.7 | 1.0 | 1.0 |

  59. Fiscal Year 2025 Equity Compensation

    AIP PSU Awards In addition to the annual LTI awards described above, for fiscal year 2025, the Compensation Committee determined at the time that it set target awards for fiscal year 2025 that the Company’s executives, including each of the NEOs, would receive approximately half of their target AIP award in the form of cash under the AIP as detailed above under the heading “Fiscal Year 2025 AIP” presented on pages 34-35 of this proxy statement, and approximately half in the form of AIP PSUs. Mr. Doogue's AIP PSUs were granted based on an approximate 50/50 split of his AIP target prior to his promotion to CEO, and he did not receive any additional AIP PSUs in connection with his promotion to CEO in February 2025. The table below illustrates (1) the fiscal year 2025 target AIP PSUs granted to the NEOs in June 2024 at a grant date price of $28.99 and (2) the final number of the AIP PSUs that vested in full on May 16, 2025 for each NEO in the Company’s open trading window following the release of the Company’s earnings for the 2025 fiscal year based on the payout percentage of 36.3% of target.

  60. Fiscal Year 2025 Equity Compensation

    | Executive Officers | FY 2025 Target AIP PSUs (#) | FY 2025 Earned AIP PSUs (#) | | Michael C. Doogue | 5,175 | 1,879 | | Derek P. D’Antilio | 5,865 | 2,129 | | Suman S. Narayan | 4,981 | — | | Sharon S. Briansky | 5,175 | 1,879 | | Max R. Glover | 5,175 | 1,879 | | Former Executive Officer | | | | Vineet Nargolwala | 14,230 | 13,015 |

  61. Fiscal Year 2025 Equity Compensation

    Mr. Narayan forfeited his AIP PSUs in connection with his departure from the Company on March 28, 2025. Mr. Nargolwala received a prorated portion of his AIP PSUs valued at target in accordance with the terms of his AIP PSU award agreement in connection with his departure on February 23, 2025. The metrics for the AIP PSUs were identical to those under the AIP as detailed above under the heading “Fiscal Year 2025 AIP” presented on pages 34-35 of this proxy statement, but did not contain any Multiplier for Individual Performance. Company performance metrics included Performance EBIT (weighted 60%), revenue growth (weighted 30%), and an operational metric based on RTMs (weighted 10%).

  62. Fiscal Year 2025 Equity Compensation

    | INNOVATION WITH PURPOSE | 39 |

  63. Fiscal Year 2025 Equity Compensation

    In May 2025, the Compensation Committee assessed the Company’s fiscal year 2025 achievement of the performance objectives under the AIP PSUs, as detailed in the table below. The sum of the Performance EBIT, revenue and RTM performance portions of the AIP PSU resulted in total vesting of the AIP PSUs at 36.3% of target, the same result as the AIP.

  64. Fiscal Year 2025 Equity Compensation

    | Weight | Performance Metric | | Threshold | Target | Maximum | Actual Performance | | 60% | Performance EBIT1 | Goals ($M) | $112.6 | $140.8 | $154.9 | $68.6 | | | | Payout % | 50.0% | 100.0% | 200.0 % | 0.0% | | 30% | Revenue | Goals ($M) | $714.0 | $840.0 | $903.0 | $725.0 | | | | Payout % | 50.0% | 100.0% | 200.0% | 54.4% | | 10% | RTM | Goals ($M) | 29 | 31 | 39 | 39 | | | | Payout % | 33.0% | 100.0% | 200.0% | 200.0% | | Total Payout 36.3% | | | | | | |

  65. Fiscal Year 2025 Equity Compensation

    1. Actual performance for Performance EBIT for the period is calculated from GAAP operating income, as adjusted as provided in Appendix A. Retention Awards to Ms. Briansky and to Messrs. D’Antilio and Narayan As a general practice, the Compensation Committee does not grant special, one-time equity awards to its NEOs. However, the Compensation Committee retains the discretion to utilize such awards in certain limited situations where the committee believes that a targeted award serves as an effective means to accomplish particular corporate goals, such as retention, recognition of exceptional performance, or succession planning. In connection with our appointment of Mr. Doogue as our Chief Executive Officer, the Company granted retention awards of RSUs in February 2025 to Ms. Briansky and Mr. D’Antilio. In approving such one-time awards, the Compensation Committee's action reflected the Board's perception that management stability and continuity during this transition was critical to avoid business disruption, as well as the level of performance of each of these executives. Additionally, the Compensation Committee believed that reasonably sized awards of RSUs were the optimal vehicle to ensure such continuity. Ms. Briansky’s RSUs had a grant date fair value of $410,000, and Mr. D’Antilio’s had a grant date fair value of $450,000. Each of these awards is scheduled to vest in full on February 27, 2026, subject to the NEO’s continued employment with the Company through the vesting date. On May 13, 2024, the Compensation Committee granted a retention award of RSUs to Mr. Narayan to encourage retention, recognize both the expansion of his role and his individual importance to the Company and performance since becoming an executive officer of the Company and further align his interests with those of our shareholders. The RSUs granted to Mr. Narayan had a grant date value of $1,000,000 and were scheduled to vest in full on May 16, 2027, but these RSUs were forfeited in full in connection with Mr. Narayan’s departure from the Company on March 28, 2025.

  66. Fiscal Year 2025 Equity Compensation

    | INNOVATION WITH PURPOSE | 40 |

  67. Equity Awards Granted in Fiscal Year 2025

    Equity Awards Granted in Fiscal Year 2025 The table below summarizes all the equity awards granted to our NEOs in fiscal year 2025.

  68. Equity Awards Granted in Fiscal Year 2025

    | | Annual Equity Awards | | | | | | | | Other Equity Awards | | | | PSUs At Target Level of Achievement (60% of Total LTI Award) | | | | | | | RSUs (40% of Total LTI Award) | | | | Executive Officers | Cumulative Annual Revenue Growth PSUs | + | Cumulative Performance EBITDA PSUs | + | Cycle Time PSUs | = | Total PSUs | Annual Equity Award RSUs | AIP PSUs | Retention RSUs | | Michael C. Doogue | 22,353 | | 11,178 | | 3,726 | | 37,257 | 24,837 | 5,175 | — | | Derek P. D’Antilio | 31,046 | | 15,525 | | 5,175 | | 51,746 | 34,495 | 5,865 | 20,671 | | Suman S. Narayan 1 | 15,523 | | 7,764 | | 2,588 | | 25,875 | 17,248 | 4,981 | 36,671 | | Sharon S. Briansky | 15,523 | | 7,764 | | 2,588 | | 25,875 | 17,248 | 5,175 | 18,834 | | Max R. Glover | 18,628 | | 9,315 | | 3,105 | | 31,048 | 20,697 | 5,175 | — | | Former Executive Officer | | | | | | | | | | | | Vineet Nargolwala 2 | 74,509 | | 37,257 | | 12,419 | | 124,185 | 82,788 | 14,230 | — |

  69. Equity Awards Granted in Fiscal Year 2025

    1. In accordance with the terms of the applicable RSU and PSU award agreements, upon Mr. Narayan’s departure from the Company, he forfeited all of the equity awards listed in the table. 2. In accordance with the terms of the applicable RSU and PSU award agreements, upon Mr. Nargolwala’s departure from the Company, he received accelerated vesting of 27,596 of the service-based RSUs listed in the table, representing shares that would have become vested on the next applicable vesting date, and 37,794 PSUs representing the prorated portion of such PSUs listed in the table with the performance conditions being deemed to have been achieved at the target level of performance, and 13,015 AIP PSUs listed in the table representing the prorated portion of the AIP PSUs at target. All other awards to Mr. Nargolwala listed in the table were forfeited.

  70. Performance-Based Equity Awards with Performance Periods Ending in 2025

    Performance-Based Equity Awards with Performance Periods Ending in 2025 In addition to the AIP PSUs detailed above, the following portions of PSUs granted in prior years had performance periods ending at the end of the 2025 fiscal year:

  71. Performance-Based Equity Awards with Performance Periods Ending in 2025

    | Fiscal Year of PSU Grant | PSU Award Component | Performance Period | Threshold Performance ($M) | Target Performance ($M) | Max Performance ($M) | Actual Performance ($M) | Payout (%) | Shares Earned | | 2023 | Relative TSR | FY2023 - FY2025 | 25th %ile | 50th %ile, positive TSR | 75th %ile, positive TSR | 50th %tile, negative TSR | 100.0% | (1) | | 2023 | Performance EBITDA | FY2023 - FY2025 | 913.2 | 1,058.1 | 1,124.8 | 846.0 | 0.0% | (2) | | 2024 | Performance EBITDA | FY2024 - FY2025 | 710.2 | 887.7 | 952.5 | 487.9 | 0.0% | (3) |

  72. Performance-Based Equity Awards with Performance Periods Ending in 2025

    1. Messrs. Doogue, D’Antilio, Glover and Ms. Briansky earned 16,610, 19,166, 17,888 and 12,777 shares, respectively, as a result of the performance of this component of the PSU. These amounts vested on May 16, 2025, and the shares were delivered shortly thereafter. Mr. Narayan did not receive any shares. Mr. Nargolwala earned 46,312 shares representing the prorated portion of such PSUs with the performance conditions being deemed to have been achieved at the target level of performance. These shares vested on February 24, 2025 and were delivered shortly thereafter. 2. No PSUs were earned as a result of the performance of this component of the PSU for any NEO, except for Mr. Nargolwala who received 7,719 prorated shares based on target performance, and these shares vested on February 24, 2025, and were delivered shortly thereafter. No PSUs were earned as a result of the performance of this component of the PSU for any NEO, except for Mr. Nargolwala who received 2,675 prorated shares based on target performance, and these shares vested on February 24, 2025, and were delivered shortly thereafter.

  73. Performance-Based Equity Awards with Performance Periods Ending in 2025

    | INNOVATION WITH PURPOSE | 41 |

  74. 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). Timing of Equity Award Grants The effective grant date for annual equity awards is in the first quarter of our fiscal year typically on or about the date of the May Board meeting for employees (including our NEOs) and the August Board meeting following our Annual Meeting for directors. These meetings are scheduled in advance and take place in open trading windows several trading days following the public release of our quarterly earnings. For new hires, promotions and other off-cycle awards, we typically grant these awards quarterly, with the effective grant date being in open trading windows on the business day after two full trading days have elapsed following our quarterly earnings release. These off-cycle awards are granted on the next quarterly date following the date on which the employee is hired, promoted or approved for an off-cycle award, unless otherwise specified by our Board or the Compensation Committee. The Company does not currently grant stock options to its employees, directors or other eligible recipients under the 2020 Plan or any other compensatory plans or arrangements, and there are no outstanding stock option awards. The Compensation Committee does not grant equity awards in anticipation of the release of material nonpublic information. Similarly, we do not time the release of material nonpublic information based on equity award grant dates. During the last completed fiscal year, we did not award any stock options or stock-settled appreciation rights. 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

  75. Compensation Policies

    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. Insider Trading Compliance and 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. A copy of our Insider Trading Compliance Policy is included as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended March 28, 2025. The Insider Trading Compliance Policy also 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 historically some non-employee directors have served as appointees of shareholders under the Stockholders Agreement and have not received any shares of Common Stock or other compensation for their service on the Board. See the “2025 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 currently serving as officers, 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, 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 or about 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.

  76. 2025 Summary Compensation Table

    2025 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 28, 2025.

  77. 2025 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 ($) | Total ($) | | Michael C. Doogue 5 | 2025 | 428,846 | — | 2,055,940 | 263,175 | 182,566 | 2,930,527 | | President, Chief Executive Officer | 2024 | 399,808 | — | 1,570,091 | 256,800 | 51,497 | 2,278,196 | | | 2023 | 390,611 | — | 1,682,818 | 585,000 | 51,648 | 2,710,077 | | Derek P. D’Antilio | 2025 | 425,000 | — | 3,267,118 | 61,710 | 40,678 | 3,794,506 | | EVP, Chief Financial Officer and Treasurer | 2024 | 424,519 | — | 2,093,419 | 272,850 | 50,560 | 2,841,348 | | | 2023 | 407,692 | — | 3,124,457 | 600,000 | 33,522 | 4,165,671 | | Suman S. Narayan 6 | 2025 | 385,000 | — | 2,468,038 | — | 32,868 | 2,885,906 | | SVP, Products | | | | | | | | | Sharon S. Briansky | 2025 | 400,000 | — | 1,883,660 | 54,450 | 37,838 | 2,375,948 | | SVP, General Counsel and Secretary | 2024 | 399,520 | — | 1,151,496 | 239,680 | 46,436 | 1,837,132 | | | 2023 | 381,635 | 250,000 | 2,232,994 | 525,000 | 32,487 | 3,422,116 | | Max R. Glover 7 | 2025 | 400,000 | — | 1,738,286 | — | 34,024 | 2,172,310 | | SVP, Worldwide Sales | 2024 | 399,712 | — | 1,465,447 | 256,800 | 43,372 | 2,165,331 | | | 2023 | 391,624 | 49,500 | 1,791,137 | 577,500 | 51,133 | 2,860,894 | | Former Executive Officer | | | | | | | | | Vineet Nargolwala 5 | 2025 | 596,539 | — | 6,765,361 | — | 3,643,140 | 11,005,040 | | Former President, Chief Executive Officer | 2024 | 658,846 | — | 5,547,401 | 706,200 | 89,156 | 7,001,603 | | | 2023 | 484,615 | 217,000 | 8,365,115 | 1,052,384 | 9,400 | 10,128,514 |

  78. 2025 Summary Compensation Table

    1. Reflects salary paid during the fiscal year. Fiscal years 2025 and 2024 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 2025, 2024, and 2023, respectively, including AIP PSUs for 2025, in each case, calculated in accordance with FASB ASC Topic 718. For information on the valuation assumptions with respect to these awards, refer to note 18 of the Allegro MicroSystems, Inc. financial statements that were included in our 2025 Annual Report. 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 as of the end of the fiscal year, 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 2025 for all Stock Awards, including RSUs, would be as follows: Mr. Doogue: $3,180,232; Mr. D’Antilio: $4,790,304; Mr. Narayan: $3,289,069; Ms. Briansky: $2,710,315; Mr. Glover: $2,700,216; and Mr. Nargolwala: $10,425,326. 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 2025, 2024 and 2023, as applicable. Represents cash payments made (or expected to be paid, in the case of the award for fiscal year 2025) under the AIP in the first quarter of the following fiscal year for performance during the fiscal year presented. Messrs. Narayan, Glover and Nargolwala will not receive AIP payments for fiscal year 2025 because they will not be employed by the Company on the date of payment.

  79. 2025 Summary Compensation Table

    | INNOVATION WITH PURPOSE | 47 |

  80. 2025 Summary Compensation Table

    Represents All Other Compensation detailed in the table below.

  81. 2025 Summary Compensation Table

    | Executive Officers | Fiscal Year 2025 401(k) Company Match ($) | Charitable Contribution Company Match ($) | Nonqualified Plan Company Contribution ($) | Patent Award Payments ($) | Company HSA Contribution ($) | Compensation Related to Foreign Assignment * ($) | Service Anniversary Award ** ($) | Severance ($) | Total of All Other Compensation ($) | | Michael C. Doogue | 18,692 | 4,000 | 15,224 | 4,450 | 1,200 | 139,000 | — | — | 182,566 | | Derek P. D’Antilio | 17,250 | 5,000 | 17,228 | — | 1,200 | — | — | — | 40,678 | | Suman S. Narayan | 17,250 | 1,401 | 13,217 | — | 1,000 | — | — | — | 32,868 | | Sharon S. Briansky | 17,250 | 5,000 | 14,388 | — | 1,200 | — | — | — | 37,838 | | Max R. Glover | 17,250 | — | 15,224 | — | 1,200 | — | 350 | — | 34,024 | | Former Executive Officer | | | | | | | | | | | Vineet Nargolwala | 14,077 | 5,000 | 49,860 | — | 1,200 | — | — | 3,573,003 | 3,643,140 |

  82. 2025 Summary Compensation Table

    * In fiscal year 2025, Mr. Doogue received a cash payment of $139,000 paid in bi-weekly installments. This payment compensated him for additional costs and expenses for travel, relocation and other costs incurred in connection with a foreign assignment undertaken at the request of the Company for the majority of the fiscal year. ** In fiscal year 2025, Mr. Glover received a cash award of $350 under the Company’s service anniversary reward program in recognition of his five years of continuous service to the Company. 5. As previously reported, Mr. Doogue was elected President and CEO on February 23, 2025, succeeding Mr. Nargolwala who departed from the Company as President and CEO effective the same day. Prior to his promotion Mr. Doogue served as Executive Vice President and Chief Technology Officer of the Company. 6. Mr. Narayan resigned from the Company, effective at the end of the 2025 fiscal year on March 28, 2025. Mr. Glover ceased to serve as the Senior Vice President of Worldwide Sales effective at the end of our 2025 fiscal year on March 28, 2025, and effective March 29, 2025, Mr. Glover became the Strategic Advisor to the CEO before departing from the Company on May 16, 2025.

  83. 2025 Summary Compensation Table

    | INNOVATION WITH PURPOSE | 48 |

  84. Grants of Plan-Based Awards in Fiscal Year 2025

    Grants of Plan-Based Awards in Fiscal Year 2025 The following table contains information relating to all grants of plan-based awards made to our NEOs during the 2025 fiscal year.

  85. Grants of Plan-Based Awards in Fiscal Year 2025

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards 2 | Estimated Future Payouts Under Equity Incentive Plan Awards 3 | | | | | | Executive Officers | Grant Date 1 | | Target ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares 4 (#) | Grant Date Fair Value of Stock Awards 5 ($) | | Michael C. Doogue | | | 725,000 | | | | | | | | 6/11/2024 | | | | | | 24,837 | 720,025 | | | 6/11/2024 | 6 | | 171 | 5,175 | 10,350 | | 150,023 | | | 6/11/2024 | 7 | | 1,304 | 37,257 | 74,514 | | 1,185,892 | | Derek P. D’Antilio | | | 170,000 | | | | | | | | 6/11/2024 | | | | | | 34,495 | 1,000,010 | | | 6/11/2024 | 6 | | 194 | 5,865 | 11,730 | | 170,026 | | | 6/11/2024 | 7 | | 1,812 | 51,746 | 103,492 | | 1,647,074 | | | 2/27/2025 | | | | | | 20,671 | 450,008 | | Suman S. Narayan | | | 144,375 | | | | | | | | 5/13/2024 | | | | | | 36,671 | 1,000,018 | | | 6/11/2024 | 6 | | | | | 17,248 | 500,020 | | | 6/11/2024 | 7 | | 171 | 4,981 | 9,962 | | 144,399 | | | 6/11/2024 | | | 906 | 25,875 | 51,750 | | 823,601 | | Sharon S. Briansky | | | 150,000 | | | | | | | | 6/11/2024 | | | | | | 17,248 | 500,020 | | | 6/11/2024 | 6 | | 171 | 5,175 | 10,350 | | 150,023 | | | 6/11/2024 | 7 | | 906 | 25,875 | 51,750 | | 823,601 | | | 2/27/2025 | | | | | | 18,834 | 410,016 | | Max R. Glover | | | 150,000 | | | | | | | | 6/11/2024 | | | | | | 20,697 | 600,006 | | | 6/11/2024 | 6 | | 171 | 5,175 | 10,350 | | 150,023 | | | 6/11/2024 | 7 | | 1,087 | 31,048 | 62,096 | | 988,257 | | Former Executive Officer | | | | | | | | | | Vineet Nargolwala | | | 412,500 | | | | | | | | 6/11/2024 | | | | | | 82,788 | 2,400,024 | | | 6/11/2024 | 6 | | 470 | 14,230 | 28,460 | | 412,528 | | | 6/11/2024 | 7 | | 4,347 | 124,185 | 248,370 | | 3,952,809 |

  86. Grants of Plan-Based Awards in Fiscal Year 2025

    1. All grants of plan-based awards made to our NEOs during the 2025 fiscal year were approved on the grant date with the exception of Mr. Narayan’s award granted on May 13, 2024, which was approved on April 2, 2025. 2. Amounts reflect target payouts under our 2025 AIP. For fiscal year 2025, there were no individual threshold payment levels under the plan, and the maximum amount of an executive officer’s AIP award cannot exceed the Plan Payout Cap described below. 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 award, the threshold payouts under the 2025 AIP to our NEOs would be: Mr. Doogue: $23,925; Mr. D’Antilio: $5,610; Mr. Narayan: $4,764; Ms. Briansky: $4,950; Mr. Glover: $4,950; and Mr. Nargolwala: $13,613. In no event will a Participant’s Award for a Participant who is a Section 16 Officer or “Executive Officer” (as such term is defined under the Exchange Act) of the Company exceed 200% of such Participant’s target Award (the “Plan Payout Cap”). 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 2025 AIP to our NEOs would be: Mr. Doogue: $1,450,000; Mr. D’Antilio: $340,000; Mr. Narayan: $288,750; Ms. Briansky: $300,000; Mr. Glover: $300,000; and Mr. Nargolwala: $825,000. The actual payouts under the 2025 AIP, which are expected to be made in the first quarter of the fiscal year of 2026 to our eligible NEOs are: Mr. Doogue: $263,175; Mr. D’Antilio: $61,710; and Ms. Briansky: $54,450. Messrs. Narayan, Glover and Nargolwala will not receive AIP payments for fiscal year 2025 because they will not be employed by the Company on the date of payment. 3. Represents the threshold, target and maximum payout levels for PSU awards (including AIP PSUs) granted in fiscal year 2025. Amounts in this column represent RSUs granted to NEOs in fiscal year 2025.

  87. Grants of Plan-Based Awards in Fiscal Year 2025

    | INNOVATION WITH PURPOSE | 49 |

  88. Grants of Plan-Based Awards in Fiscal Year 2025

    Amounts shown represent the aggregate grant date fair value of RSU and PSU awards (at target with respect to PSUs) calculated in accordance with FASB ASC Topic 718, disregarding the effect of estimated forfeitures. Assumptions used in the calculation of these amounts are set forth in note 18 to the Company’s audited financial statements for the fiscal year ended March 28, 2025 included in the 2025 Annual Report. In accordance with FASB ASC Topic 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. 6. Represents a grant of AIP PSUs. Threshold payout levels presented in the table for these awards assume that the only metric achieved is RTMs (the metric with the lowest weighting (10%)), achieved at its threshold payout level (33%), representing 3.3% of the total target AIP PSU award. Maximum payout level assumes all three AIP PSU metrics are achieved at 200% of target. Represents a grant of PSUs under our LTI program. 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 30% of the total target award allocated to cumulative Performance EBITDA, or 10% of target), achieved at its threshold payout level (50%), and applying the minimum TSR Multiplier of 0.7x (3.5% of the total target PSU award). Maximum payout level assumes achievement at 200% of target based on either metric achievement and/or application of the TSR Multiplier.

  89. Grants of Plan-Based Awards in Fiscal Year 2025

    | INNOVATION WITH PURPOSE | 50 |

  90. Outstanding Equity Awards at Fiscal Year-End 2025

    Outstanding Equity Awards at Fiscal Year-End 2025 The following table details the number of stock awards outstanding for each NEO as of March 28, 2025. Mr. Nargolwala did not have any outstanding equity awards at the end of our 2025 fiscal year. Additionally, none of our other NEOs held any option awards as of March 28, 2025.

  91. Outstanding Equity Awards at Fiscal Year-End 2025

    | | | Stock Awards | | | | | | | Executive Officers | 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 ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested 1 ($) | | Michael C. Doogue | 5/7/2021 | 4,438 | 2 | 110,329 | | | | | | 5/16/2022 | 27,682 | 3 | 688,175 | | | | | | 5/16/2022 | 11,074 | 4 | 275,300 | | | | | | 5/15/2023 | 3,023 | 5 | 75,152 | 10,086 | 5 | 250,738 | | | 5/15/2023 | 10,546 | 6 | 262,174 | | | | | | 6/11/2024 | - | 7 | - | 18,629 | 7 | 463,117 | | | 6/11/2024 | 24,837 | 8 | 617,448 | | | | | | 6/11/2024 | 1,879 | 9 | 46,712 | | | | | Derek P. D’Antilio | 5/16/2022 | 31,942 | 3 | 794,078 | | | | | | 5/16/2022 | 12,777 | 4 | 317,636 | | | | | | 2/2/2023 | 36,497 | 10 | 907,315 | | | | | | 5/15/2023 | 4,031 | 5 | 100,211 | 13,447 | 5 | 334,292 | | | 5/15/2023 | 14,062 | 6 | 349,511 | | | | | | 6/11/2024 | - | 7 | - | 25,874 | 7 | 643,228 | | | 6/11/2024 | 34,495 | 8 | 857,546 | | | - | | | 6/11/2024 | 2,129 | 9 | 52,927 | | | | | | 2/27/2025 | 20,671 | 11 | 513,881 | | | | | Suman S. Narayan | 5/7/2021 | 6,051 | 2 | 150,428 | | | | | | 5/16/2022 | 12,422 | 3 | 308,811 | | | | | | 5/16/2022 | 7,454 | 4 | 185,306 | | | | | | 9/1/2022 | 6,796 | 3 | 168,949 | | | | | | 9/1/2022 | 1,813 | 12 | 45,071 | | | | | | 5/15/2023 | 2,016 | 5 | 50,118 | 6,724 | 5 | 167,159 | | | 5/15/2023 | 7,031 | 6 | 174,791 | | | | | | 5/13/2024 | 36,671 | 13 | 911,641 | | | | | | 6/11/24 | - | 7 | - | 12,938 | 7 | 321,639 | | | 6/11/2024 | 17,248 | 8 | 428,785 | | | | | | 6/11/2024 | 1,809 | 9 | 44,972 | | | | | Sharon S. Briansky | 5/16/2022 | 21,295 | 3 | 529,394 | | | | | | 5/16/2022 | 8,518 | 4 | 211,757 | | | | | | 2/2/2023 | 18,249 | 10 | 453,670 | | | | | | 5/15/2023 | 2,217 | 5 | 55,115 | 7,398 | 5 | 183,914 | | | 5/15/2023 | 7,734 | 6 | 192,267 | | | | | | 6/11/2024 | - | 7 | - | 12,938 | 7 | 321,639 | | | 6/11/2024 | 17,248 | 8 | 428,785 | | | | | | 6/11/2024 | 1,879 | 9 | 46,712 | | | | | | 2/27/2025 | 18,834 | 11 | 468,213 | | | | | Max R. Glover | 5/7/2021 | 4,841 | 2 | 120,347 | | | | | | 5/16/2022 | 29,812 | 3 | 741,126 | | | | | | 5/16/2022 | 11,926 | 4 | 296,480 | | | | | | 5/15/2023 | 2,822 | 5 | 70,155 | 9,413 | 5 | 234,007 | | | 5/15/2023 | 9,844 | 6 | 244,722 | | | | | | 6/11/2024 | - | 7 | - | 15,525 | 7 | 385,952 | | | 6/11/2024 | 20,697 | 8 | 514,527 | | | | | | 6/11/2024 | 1,879 | 9 | 46,712 | | | |

  92. Outstanding Equity Awards at Fiscal Year-End 2025

    1. Market values are based on the closing price of our Common Stock on Nasdaq of $24.86 as of March 28, 2025, the last trading day of our 2025 fiscal year. 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, 2025, the final 25% of the original award vested, representing the

  93. Outstanding Equity Awards at Fiscal Year-End 2025

    | INNOVATION WITH PURPOSE | 51 |

  94. Outstanding Equity Awards at Fiscal Year-End 2025

    amount shown in the table, with the exception of Mr. Narayan’s shares, which were forfeited in connection with his departure prior to the May 16, 2025 vesting date. 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 shown represent the unvested portion of the award at the end of the 2025 fiscal year for relative TSR and cumulative Performance EBITDA and are shown at the actual performance level of 100% for relative TSR, 200% for cumulative Performance EBITDA for the fiscal year 2023 and fiscal year 2023-2024 periods and 0% for cumulative Performance EBITDA for the fiscal year 2023-2025 period. On May 16, 2025, the remaining portion of the award shown in the table vested in full for the number of shares shown in the table, with the exception of Mr. Narayan’s shares, which were forfeited in connection with his departure prior to the May 16, 2025 vesting date. 4. 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, 2025, 25% of the original award vested (half of the amount shown in the table), with the exception of Mr. Narayan’s shares, which were forfeited in connection with his departure prior to the May 16, 2025 vesting date. 5. 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 actual performance of 75.8% for the portion of the award for cumulative Adjusted EBITDA for the fiscal year 2024 period and 0% for the fiscal year 2024-2025 period and actual performance of 89.5% for strategic products revenue for fiscal year 2024. All other amounts for incomplete performance periods are shown at threshold because these metrics were trending below threshold at fiscal year end. 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, 2025, the portion of the award attributable to strategic products revenue vested as to the remaining 50% of that portion of the award, with the exception of Mr. Narayan’s shares, which were forfeited in connection with his departure prior to the May 16, 2025 vesting date. 6. Represents RSUs that vest in substantially equal installments on each of the first three anniversaries of May 16, 2023. On May 16, 2025, one half of the RSUs shown in the table vested, with the exception of Mr. Narayan’s shares, which were forfeited in connection with his departure prior to the May 16, 2025 vesting date. 7. Represents PSUs that vest on the attainment of specified performance goals linked to relative TSR and specified financial goals and product development goals over a performance period covering fiscal years 2025 through 2027. Amounts for the portion of the award for Cumulative Performance EBITDA are shown at the actual performance of 0% for the fiscal year 2025 period and threshold for the fiscal year 2025-2026 and 2025-2027 periods because these metrics were trending below threshold at fiscal year end. Amounts for the portion of the award for Revenue Growth CAGR for the fiscal year 2025-2027 period is shown at threshold because this metric was trending below threshold at fiscal year end. Amounts for Cumulative Cycle Time and TSR Modifier are shown at target level because these metrics were trending at target at fiscal year end. The actual award that is delivered will be based upon the actual level of achievement of the performance goals during the performance period. The award is scheduled to vest on May 16, 2027. 8. Represents RSUs that vest in substantially equal installments on each of the first three anniversaries of May 16, 2024. On May 16, 2025, one third of the RSUs shown in the table vested, with the exception of Mr. Narayan’s shares, which were forfeited in connection with his departure prior to the May 16, 2025 vesting date. 9. Represents AIP PSUs that vest on the attainment of specified financial goals and product development goals over a performance period covering fiscal year 2025. Amounts are shown at the actual performance level of 36.3% for the metrics. On May 16, 2025, the award shown in the table vested in full for the number of shares shown in the table, with the exception of Mr. Narayan’s shares, which were forfeited in connection with his departure prior to the May 16, 2025 vesting date. 10. Represents RSUs that vest in full on February 13, 2026. 11. Represents RSUs that vest in full on February 27, 2026. 12. Represents remaining RSUs from an award that was scheduled to vest in substantially equal installments on each of the first three anniversaries of September 1, 2023. The shares presented in the table were forfeited in connection with Mr. Narayan’s departure. Represents RSUs that were scheduled to vest in full on May 16, 2027. The shares presented in the table were forfeited in connection with Mr. Narayan’s departure.

  95. Outstanding Equity Awards at Fiscal Year-End 2025

    | INNOVATION WITH PURPOSE | 52 |

  96. Option Exercises and Stock Vested in Fiscal Year 2025

    Option Exercises and Stock Vested in Fiscal Year 2025 The following table sets forth information for our NEOs regarding the value realized during the 2025 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 28, 2025.

  97. Option Exercises and Stock Vested in Fiscal Year 2025

    | | Stock Awards | | | Executive Officers | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting 1 ($) | | Michael C. Doogue | 54,387 | 1,556,078 | | Derek P. D’Antilio | 25,835 | 768,591 | | Suman S. Narayan | 33,192 | 976,084 | | Sharon S. Briansky | 20,061 | 594,901 | | Max R. Glover | 64,349 | 1,852,447 | | Former Executive Officer | | | | Vineet Nargolwala | 387,920 | 10,231,946 |

  98. Option Exercises and Stock Vested in Fiscal Year 2025

    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.

  99. 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 28, 2025.

  100. Nonqualified Deferred Compensation Table

    | Executive Officers | 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 ($) | | Michael C. Doogue | — | 15,224 | 41,835 | — | 737,677 | | Derek P. D’Antilio | 49,039 | 17,228 | 40,829 | — | 871,900 | | Suman S. Narayan | 222,116 | 13,217 | 48,714 | — | 1,634,761 | | Sharon S. Briansky | 80,000 | 14,388 | 12,633 | — | 327,011 | | Max R. Glover | — | 15,224 | 6,803 | — | 121,260 | | Former Executive Officer | | | | | | | Vineet Nargolwala | 98,461 | 49,860 | 6,951 | — | 252,455 |

  101. Nonqualified Deferred Compensation Table

    1. Amounts represent Company contributions to the DCP included as Other Compensation in the Summary Compensation Table. 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.

  102. Nonqualified Deferred Compensation Table

    | INNOVATION WITH PURPOSE | 53 |

  103. 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 28, 2025, and we used the closing price per share on Nasdaq of our Common Stock on March 28, 2025 ($24.86), the last trading day of the 2025 fiscal year. Due to the number of factors that affect the nature and amount of benefits provided upon the occurrence of such events, actual amounts paid or distributed may be different from the amounts disclosed below. Factors that could affect the actual amounts paid include: • when the event actually occurs; • the number of outstanding but unvested stock awards then held by the NEO; • awards granted after March 28, 2025; • 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.). The payments and benefits Mr. Nargolwala actually received in connection with his departure from the Company are set forth in the Summary Compensation Table on page 47 and are described in the section entitled “Departure of Mr. Nargolwala” on page 28. Amounts for Mr. Nargolwala are not included in the table below since he left the Company prior to the end of the 2025 fiscal year. Severance and Employment Agreements On February 23, 2025, we entered into the Employment Agreement with Mr. Doogue in connection with his promotion to CEO. Pursuant to the Employment Agreement, if Mr. Doogue is terminated without cause or resigns for “good reason,” he will be eligible to receive certain severance payments and benefits. We entered into a severance agreement with Mr. Glover on October 1, 2019, and on September 30, 2020, the Company amended and restated the severance agreement (as amended and restated, the “Glover Severance Agreement”). 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. We entered into a Severance Agreement with Mr. Narayan in February 2021 in connection with his hiring (the “Narayan Severance Agreement” and, together with the Glover Severance Agreement, the Briansky Severance Agreement and the D’Antilio Severance Agreements, the “Severance Agreements”).

  104. Potential Payments upon Termination or Change in Control

    | INNOVATION WITH PURPOSE | 54 |

  105. Potential Payments upon Termination or Change in Control

    The 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:

  106. Potential Payments upon Termination or Change in Control

    | Benefit upon Qualifying Termination under applicable NEO agreement | Michael C. Doogue | Derek P. D’Antilio | Sharon S. Briansky / Max R. Glover / Suman S. Narayan | | Cash Severance 1 | 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 18 months following termination | For up to 18 months following termination 2 | |

  107. Potential Payments upon Termination or Change in Control

    1. Subject to applicable withholding and for delays in distribution that may be required to comply with tax regulations related to deferred compensation and the timely signing of a general release of claims, if applicable, 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. Doogue, whose payments are required to be made on the first regular payroll date following the date his general release of claims becomes effective and irrevocable. 2. The Narayan Severance Agreement, which terminated in connection with his departure from the Company, also provided that, to the extent COBRA continuation would result in the imposition of income taxes on Mr. Narayan, an additional monthly payment would be made to Mr. Narayan to cover the amount of any such taxes for up to 18 months following the date of termination. 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 24-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.

  108. Potential Payments upon Termination or Change in Control

    | INNOVATION WITH PURPOSE | 55 |

  109. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or a Change in Control Under the terms of the 2020 Plan, if an NEO has a Qualifying Termination within 24 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 trending 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, and the Narayan Severance Agreement provided, 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 Messrs. D’Antilio’s or Narayan’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 Messrs. D’Antilio or Narayan 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 Messrs. D’Antilio’s or Narayan’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. Doogue’s Employment Agreement contains a provision that provides that in the event that any payment or benefit received or to be received by Mr. Doogue, 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. Doogue 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.

  110. Potential Payments upon Termination or Change in Control

    | INNOVATION WITH PURPOSE | 56 |

  111. 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 28, 2025 and, where applicable, using a price of our Common Stock of $24.86, which was the closing price of our Common Stock on Nasdaq on March 28, 2025, the last trading day of the 2025 fiscal year:

  112. Potential Payments upon Termination or Change in Control

    | Executive Officers / | Cash Severance | Prorated Bonus | Benefit Continuation | Equity Awards 1 | Total | | Triggering Event | ($) | ($) | ($) | ($) | ($) | | Michael C. Doogue | | | | | | | Termination Following Change in Control | 3,150,000 | 875,000 | 41,832 | 3,321,818 | 7,388,650 | | Death/Disability | — | — | — | 1,944,350 | 1,944,350 | | Qualifying Termination | 3,150,000 | 875,000 | 41,832 | 1,944,350 | 6,011,182 | | Derek P. D’Antilio | | | | | | | Termination Following Change in Control | 1,530,000 | 340,000 | 41,832 | 5,601,505 | 7,513,337 | | Death/Disability | — | — | — | 3,736,110 | 3,736,110 | | Qualifying Termination | 1,530,000 | 340,000 | 41,832 | 3,736,110 | 5,647,942 | | Suman S. Narayan 2 | | | | | | | Termination Following Change in Control | 673,750 | 288,750 | 14,478 | 3,323,061 | 4,300,039 | | Death/Disability | — | — | — | 2,377,113 | 2,377,113 | | Qualifying Termination | 673,750 | 288,750 | 14,478 | 2,377,113 | 3,354,091 | | Sharon S. Briansky | | | | | | | Termination Following Change in Control | 700,000 | 300,000 | 27,229 | 3,267,698 | 4,294,927 | | Death/Disability | — | — | — | 2,289,979 | 2,289,979 | | Qualifying Termination | 700,000 | 300,000 | 27,229 | 2,289,979 | 3,317,208 | | Max R. Glover 2 | | | | | | | Termination Following Change in Control | 700,000 | 300,000 | 41,832 | 3,114,162 | 4,155,994 | | Death/Disability | — | — | — | 1,904,922 | 1,904,922 | | Qualifying Termination | 700,000 | 300,000 | 41,832 | 1,904,922 | 2,946,754 |

  113. 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, 2025 ($24.86). 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 28, 2025 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 28, 2025, these PSUs are valued and presented in the table as follows: a. FY24 PSUs - For PSUs granted in fiscal year 2024 (“FY24 PSUs”), per the terms of the award agreement the performance metrics for performance periods ending after March 28, 2025 were all trending at or below target and would have paid out at target for each such metric, for a hypothetical termination event on March 28, 2025, so these performance factors were used to calculate the value of the FY24 PSUs as of March 28, 2025. b. FY25 PSUs - For PSUs granted in fiscal year 2025 (“FY25 PSUs”), per the terms of the award agreement the performance metrics for performance periods ending after March 28, 2025 were all trending at or below target and would have paid out at target for each such metric, for a hypothetical termination event on March 28, 2025, so these performance factors were used to calculate the value of the FY25 PSUs as of March 28, 2025. 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 28, 2025. Mr. Narayan and Mr. Glover are presented in the table above since they were eligible for termination or change in control benefits in connection with a hypothetical triggering event occurring on March 28, 2025, but these NEOs are no longer employees of the Company as of the date of the filing of this proxy statement and are not eligible for any future termination or change in control benefits related to a future triggering event since they have already separated from the Company.

  114. Potential Payments upon Termination or Change in Control

    | INNOVATION WITH PURPOSE | 57 |

  115. Potential Payments upon Termination or Change in Control

    2025 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 2025 services.

  116. Potential Payments upon Termination or Change in Control

    | Directors 1 | Fees Earned or Paid in Cash 2 ($) | Stock Awards 3 ($) | All Other Compensation 4 ($) | Total ($) | | Yoshihiro (Zen) Suzuki 5 | 83,500 | 157,667 | — | 241,167 | | David Aldrich 6 | 60,913 | 157,667 | 5,000 | 223,580 | | Katsumi Kawashima 7 | — | — | — | — | | Richard Lury 8 | 75,049 | 157,667 | 5,000 | 237,716 | | Susan Lynch 9 | 80,777 | 157,667 | — | 238,444 | | Joseph Martin 10 | 101,485 | 157,667 | 5,000 | 264,152 | | Krishna Palepu 11 | 12,431 | 97,059 | — | 109,490 | | Mary Puma 12 | 82,609 | 157,667 | 5,000 | 245,276 | | Jennie Raubacher 13 | 77,471 | 213,548 | 5,000 | 296,019 | | Paul Carl (Chip) Schorr IV 14 | 34,020 | 157,667 | — | 191,687 |

  117. Potential Payments upon Termination or Change in Control

    1. During fiscal year 2025, Mr. Nargolwala served as Chief Executive Officer until February 23, 2025, and Mr. Doogue became Chief Executive Officer effective February 23, 2025. Neither Mr. Nargolwala nor Mr. Doogue are included in this table because they were employees of the Company during fiscal year 2025 and did not receive any compensation for their service as a director. All compensation paid to Mr. Nargolwala and Mr. Doogue for the services they provided to the Company during fiscal year 2025 is reflected in the Summary Compensation Table. 2. Amounts represent the annual cash retainer(s) paid in respect of services provided in fiscal year 2025, payable in quarterly calendar year 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 2025 fiscal year computed in accordance with ASC Topic 718, Compensation—Stock Compensation. See note 18 of the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 28, 2025 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. The table below shows the aggregate number of unvested RSUs held as of March 28, 2025 by each non-employee director who was serving as of March 28, 2025. None of our non-employee directors held any vested or unvested stock options as of March 28, 2025.

  118. Potential Payments upon Termination or Change in Control

    | Directors | Unvested Restricted Stock Units Outstanding at 2025 Fiscal Year End * (#) | | Yoshihiro (Zen) Suzuki | 6,873 | | Katsumi Kawashima | — | | Richard Lury | 6,873 | | Susan Lynch | 6,873 | | Joseph Martin | 6,873 | | Krishna Palepu | 4,029 | | Mary Puma | 6,873 | | Jennie Raubacher | 6,873 |

  119. Potential Payments upon Termination or Change in Control

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

  120. Potential Payments upon Termination or Change in Control

    | INNOVATION WITH PURPOSE | 58 |

  121. Potential Payments upon Termination or Change in Control

    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 2025 for the services provided as the Chair of the Board and a Member of the Strategy Committee. 6. Amount represents prorated fees paid in fiscal year 2025 for the Board retainer and services provided as a member of the Audit Committee and NGC and Chair of the Compensation Committee during all or a portion of the fiscal year. Mr. Aldrich resigned as a director, effective December 23, 2024. Mr. Aldrich’s stock award was forfeited by its terms in connection with his resignation from the Board. 7. During fiscal year 2025, Mr. Kawashima served on our Board as a designee of Sanken. Mr. Kawashima did not receive compensation for his service on our Board. 8. Amount represents fees paid in fiscal year 2025 for the Board retainer and services provided as a member and Chair of the NGC and as a member of the Compensation Committee during all or a portion of the fiscal year. 9. Amount represents fees paid in fiscal year 2025 for the Board retainer and for services provided as a member and Chair of the Audit Committee and as a member of the Compensation Committee during all or a portion of the fiscal year. 10. Amount represents fees paid in fiscal year 2025 for serving as Lead Independent Director, and the Board retainer and services provided as member and Chair of the Audit Committee, member of the Strategy Committee, and member and Chair of the NGC during all or a portion of the fiscal year. 11. Amount represents fees paid in fiscal year 2025 for the Board retainer and for services provided as a member and Chair of the NGC during all or a portion of the fiscal year. 12. Amount represents fees paid in fiscal year 2025 for the Board retainer and services provided as Chair and a member of the Compensation Committee, Chair and a member of the Strategy Committee and as a member of the NGC during all or a portion of the fiscal year. 13. Amount represents fees paid in fiscal year 2025 for the Board retainer and services provided as a member of the Audit Committee and as Chair and member of the Strategy Committee during all or a portion of the fiscal year. Ms. Raubacher’s stock award reflects a prorated award granted to her when she joined the Board on April 3, 2024 and an annual award granted in connection with our 2024 annual meeting of shareholders. 14. Amount represents prorated fees paid in fiscal year 2025 for the Board retainer and services provided as Chair of the Compensation Committee and as a member of the NGC and Strategy Committee. Mr. Schorr resigned as a director, effective September 20, 2024. Mr. Schorr’s stock award was forfeited by its terms in connection with his resignation from the Board.

  122. Director Compensation Program

    Director Compensation Program Our director compensation program for fiscal year 2025 is described below. Under our program, compensation is made to each member of the Board who is not an employee of the Company, Sanken, or their respective subsidiaries (each, an “Eligible Director”). Annual Cash Compensation

  123. Director Compensation Program

    | Compensation for Eligible Directors | Annualized Cash Retainer ($) | | Annual Cash Retainer (Other than Chairman of the Board or Lead Independent Director) | 60,000 | | Annual Cash Retainer (Chairman of the Board) | 75,000 | | Annual Cash Retainer (Lead Independent Director) | 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 NGC | 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 NGC | 5,000 | | Additional Cash Retainer for member of Strategy Committee | 8,500 |

  124. Director Compensation Program

    | INNOVATION WITH PURPOSE | 59 |

  125. Director Compensation Program

    Annual cash retainers are earned on a quarterly basis based on a calendar quarter and are paid by the Company in arrears. In the event an Eligible Director joins the Board in the middle of a calendar quarter or does not serve as a director, or in the applicable positions described above for an entire calendar quarter, the retainer paid to such Eligible Director shall be prorated for the portion of such calendar quarter actually served as a director, or in such position, as applicable. Equity Compensation During fiscal year 2025, each Eligible Director serving on the Board as of the date of the Annual Meeting was 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. Each annual award vests in full on the date of the next annual meeting following the grant date, subject to the Eligible Director’s continued service through the applicable vesting date. Eligible Directors elected or appointed to serve on the Board or who become an Eligible Director on a date other than the date of the Annual Meeting will be granted a prorated award in the first year of service or eligibility on the Board. Expenses Directors are reimbursed for reasonable out-of-pocket expenses incurred in attending meetings and participating in director education programs on matters relevant to the Company and its business. 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.

  126. 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.

  127. 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 ($) | Summary Compensation Table Total for Michael C. Doogue 1 ($) | Compensation Actually Paid to Ravi Vig 1,2,3 ($) | Compensation Actually Paid to Vineet Nargolwala 1,2,3 ($) | Compensation Actually Paid to Michael C. Doogue 1,2,3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs 1 ($) | Average Compensation Actually Paid to Non-PEO NEOs 1,2,3 ($) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | Net Income ($ Thousands) | Performance EBIT ($ Thousands) ⁵ | | 2025 | — | 11,005,040 | 2,930,527 | — | 9,559,892 | 1,766,319 | 2,807,168 | 1,725,409 | 140.45 | 187.63 | (72,763) | 68,556 | | 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 |

  128. 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, for all of fiscal year 2024, and for fiscal year 2025 until his departure on February 23, 2025. Michael C. Doogue served as our PEO for the portion of fiscal year 2025 beginning as of February 23, 2025. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  129. Pay Versus Performance

    | 2021 | 2022 | 2023 & 2024 | 2025 | | Michael C. Doogue | Christopher E. Brown | Sharon S. Briansky | Sharon S. Briansky | | Paul V. Walsh, Jr. | Derek P. D’Antilio | Derek P. D’Antilio | Derek P. D’Antilio | | | Michael C. Doogue | Michael C. Doogue | Max R. Glover | | | Max R. Glover | Max R. Glover | Suman S. Narayan | | | Thomas C. Teebagy, Jr. | | | | | Paul V. Walsh, Jr. | | |

  130. Pay Versus Performance

    | INNOVATION WITH PURPOSE | 60 |

  131. Pay Versus Performance

    The amounts shown represent Compensation Actually Paid to the Company’s PEO(s) 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(s) or Non-PEO NEOs. These amounts reflect the total compensation reported in the Summary Compensation Table for the applicable fiscal year, with certain adjustments as described in footnote 3 below. 3. Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. 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, 2024 and 2025 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.

  132. Pay Versus Performance

    | Year | Summary Compensation Table Total for Vineet Nargolwala ($) | Exclusion of Stock Awards for Vineet Nargolwala ($) | Inclusion of Equity Values for Vineet Nargolwala ($) | Compensation Actually Paid to Vineet Nargolwala ($) | | 2025 | 11,005,040 | (6,765,361) | 5,320,213 | 9,559,892 |

  133. Pay Versus Performance

    | Year | Summary Compensation Table Total for Michael C. Doogue ($) | Exclusion of Stock Awards for Michael C. Doogue ($) | Inclusion of Equity Values for Michael C. Doogue ($) | Compensation Actually Paid to Michael C. Doogue ($) | | 2025 | 2,930,527 | (2,055,940) | 891,732 | 1,766,319 |

  134. 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 ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 2,807,168 | (2,339,276) | 1,257,517 | 1,725,409 |

  135. Pay Versus Performance

    | INNOVATION WITH PURPOSE | 61 |

  136. 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:

  137. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Vineet Nargolwala ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Vineet Nargolwala ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Vineet Nargolwala ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Vineet Nargolwala ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Vineet Nargolwala ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Vineet Nargolwala ($) | Total - Inclusion of Equity Values for Vineet Nargolwala ($) | | 2025 | — | — | 1,960,909 | 2,103,433 | 1,255,871 | — | 5,320,213 |

  138. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Michael C. Doogue ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Michael C. Doogue ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Michael C. Doogue ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Michael C. Doogue ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Michael C. Doogue ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Michael C. Doogue ($) | Total - Inclusion of Equity Values for Michael C. Doogue ($) | | 2025 | 771,181 | 30,748 | — | 89,803 | — | — | 891,732 |

  139. 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 ($) | | 2025 | 1,175,204 | 1,072 | — | 81,241 | — | — | 1,257,517 |

  140. Pay Versus Performance

    4. For the relevant fiscal year, represents the cumulative total shareholder return (“Peer Group TSR”) of the Philadelphia Semiconductor Index, 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. Consistent with our determination in 2024, 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 2025. Performance EBIT is a non-GAAP financial measure explained in Appendix A of this proxy statement.

  141. Pay Versus Performance

    | INNOVATION WITH PURPOSE | 62 |

  142. Pay Versus Performance

    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 five most recently completed fiscal years. This chart also compares our cumulative TSR over the four most recently completed fiscal years to that of the Philadelphia Semiconductor Index over the same period. TSR amounts reported in the graph assume an initial fixed investment of $100 and that all dividends, if any, were reinvested. cap vs tsr and peer group tsr $60,000 $50,000 $40,000 $30,000 $20,000 $10,000 $- $(10,000) fy 2021 fy 2022 fy 2023 fy 2024 fy 2025 300 250 200 150 100 50 0 tsr peo - 1 rv peo 3 - md peo -2 vn avg neo Company tsr (FY21 indexed to $100) peer group tsr cap ($k) 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 five most recently completed fiscal years. cap vs. net Cap vs. net income $60,000 $50,000 $40,000 $30,000 $20,000 $10,000 $- $(10,000) fy 2021 fy 2022 fy 2023 fy 2024 fy 2025 $250,000 $200,000 $150,000 $100,000 $50,000 $- $950,000) $(100,000) net income ($k) cap ($K) peo 1-rv peo 22 - vs peo 3 - MD avg NEO net income ($K)

  143. Pay Versus Performance

    | INNOVATION WITH PURPOSE | 63 |

  144. 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 five most recently completed fiscal years. cap vs. performance ebit $60,000 %0,000 $40,000 $30,000 $20,000 $10,000 $- $(10,000) cap ($k) peo 1 - rv peo 2 - vn peo 3 - md avg neo performance ebit ($k) fy 2021 fy 2022 fy 2023 fy 2024 fy 2025 #350,000 $300,000 $250,000 $200,000 $150,000 $100,000 $100,000 $50,000 $- performance ebit ($K) ($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 2025 to Company performance. The measures in this table are not ranked.

  145. Pay Versus Performance

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

  146. 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 2025 to our CEO as of the end of our 2025 fiscal year, using the same methodology as was used to calculate the amounts in the Summary Compensation Table on page 47, but annualized and adjusted as described below, was $7,648,409. The annual total compensation for fiscal year 2025 for our median-compensated employee, determined to be an employee located in the Philippines, and identified as discussed below, was $10,684, as calculated in accordance with the rules applicable to the Summary Compensation Table. Based on this information, for fiscal year 2025, the ratio of the annual total compensation of our CEO to the total annual compensation of our median-compensated employee was approximately 716 to 1.

  147. CEO Pay Ratio

    | INNOVATION WITH PURPOSE | 64 |

  148. CEO Pay Ratio

    Methodology, Assumptions and Estimates Used in Determining our Pay Ratio Disclosure For our 2025 pay ratio, we evaluated our workforce as of December 31, 2024 and determined that neither the changes to the median-compensated employee’s compensation nor the changes to our employee population and compensation structure as a whole have significantly impacted our pay ratio disclosure from last year or the year prior. Therefore, we have used the same median compensated employee identified pursuant to our 2023 identification process. We chose Mr. Nargolwala as our CEO for fiscal year 2025 because he served as CEO for the majority of the fiscal year, including on December 31, 2024 (the date on which our workforce was evaluated to determine our median employee), and we annualized his CEO total compensation as if he had been CEO for the entirety of fiscal year 2025. Mr. Nargolwala’s annualized total compensation was determined by making the following adjustments:

  149. CEO Pay Ratio

    | Summary Compensation Table Component | Actual Values from Summary Compensation Table ($) | Annualized and One-Time Values Used to Calculate CEO Pay Ratio ($) | Description of Adjustment | | Salary | 596,539 | 660,000 | Annualized | | Bonus | — | — | No applicable compensation | | Stock Awards | 6,765,361 | 6,765,361 | Not annualized; reflects annual LTI and AIP PSU grants | | Non-Equity Incentive Plan Compensation | — | 149,738 | Calculated FY25 AIP target cash bonus and applied AIP performance of 36.3% | | All Other Compensation | 3,643,140 | 73,310 | Includes: Company charitable contribution match, Company DCP and HSA contributions and annualized Company 401(k) matching contributions; Excludes: one-time severance costs | | Total CEO Pay | 11,005,040 | 7,648,409 | |

  150. CEO Pay Ratio

    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.

  151. CEO Pay Ratio

    | INNOVATION WITH PURPOSE | 65 |

  152. 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 11, 2025, 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 11, 2025 is computed on the basis of 184,925,395 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 11, 2025, 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.

  153. CEO Pay Ratio

    | | Shares of Common Stock Beneficially Owned | | | Name of beneficial owner | Number | Percentage | | 5% Stockholders | | | | Sanken Electric Co., Ltd. 1 | 59,732,782 | 32.3% | | FMR LLC 2 | 26,921,116 | 14.6% | | The Vanguard Group 3 | 14,719,541 | 8.0% | | BlackRock Inc. 4 | 12,843,406 | 6.9% | | Capital Research Global Investors 5 | 11,062,801 | 6.0% | | Named Executive Officers and Directors | | | | Sharon S. Briansky | 56,716 | * | | Derek P. D’Antilio | 84,697 | * | | Michael C. Doogue 6 | 283,142 | * | | Max R. Glover 7 | 265,959 | * | | Katsumi Kawashima | — | * | | Richard R. Lury 8 | 19,925 | * | | Susan D. Lynch 8 | 23,584 | * | | Joseph R. Martin 8 | 29,247 | * | | Suman S. Narayan 7 | 38,981 | * | | Vineet Nargolwala 7 | 278,650 | * | | Krishna G. Palepu 9 | 4,579 | * | | Mary G. Puma 8 | 11,551 | * | | Jennie M. Raubacher 8 | 9,044 | * | | Yoshihiro (Zen) Suzuki 8 | 207,628 | * | | All executive officers and directors as a group (13 individuals) | 735,156 | 0.4% |

  154. 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/A filed with the SEC on May 12, 2025 by FMR LLC (the "FMR Schedule 13G/A"). FMR LLC is the beneficial owner of 26,921,116 shares of our Common Stock, with the sole power to vote or to direct the vote on 26,476,963 shares of our Common Stock and the sole power to dispose or to direct the disposition of 26,921,116 shares of our Common Stock. The FMR Schedule 13G/A 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 FMR Schedule 13G/A and that Abigail P. Johnson, a director and the Chairman and Chief Executive Officer of FMR LLC, and members of the Johnson family, as

  155. CEO Pay Ratio

    | INNOVATION WITH PURPOSE | 66 |

  156. CEO Pay Ratio

    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 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. Based on a Schedule 13G/A filed with the SEC on November 12, 2024 by the Vanguard Group. The Vanguard Group is the beneficial owner of 14,719,541 shares of our Common Stock, with the shared power to vote or to direct the vote on 41,865 shares of our Common Stock, the sole power to dispose or to direct the disposition of 14,527,924 shares of our Common Stock, and the shared power to dispose or to direct the disposition of 191,617 shares of our Common Stock. The address of the Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. 4. Based on a Schedule 13G filed with the SEC on November 8, 2024 by BlackRock, Inc. BlackRock, Inc. is the beneficial owner of 12,843,406 shares of our Common Stock, with the sole power to vote or to direct the vote on 12,572,654 shares of our Common Stock and the sole power to dispose or to direct the disposition of 12,843,406 shares of our Common Stock. The address of BlackRock, Inc. is 50 Hudson Yards, New York, New York 10001. 5. Based on a Schedule 13G filed with the SEC on May 13, 2025 (the "CRGI Schedule 13G") by Capital Research Global Investors (“CRGI”). CRGI reported in the CRGI Schedule 13G that it is a division of Capital Research and Management Company ("CRMC"), as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl, Capital International K.K., Capital Group Private Client Services, Inc., and Capital Group Investment Management Private Limited (together with CRMC, the "investment management entities") and that CRGI's divisions of each of the investment management entities collectively provide investment management services under the name "Capital Research Global Investors." CRGI also reported in the CRGI Schedule 13G that it is deemed to be the beneficial owner of 11,062,801 shares of our Common Stock, with the sole power to vote or to direct the vote on and the sole power to dispose or to direct the disposition of 11,062,801 shares of our Common Stock. The address of CRGI is 333 South Hope Street, 55th Floor, Los Angeles, CA 90071. 6. Includes 246,086 shares of Common Stock held by The Michael C. Doogue Revocable Trust of 2015, of which Mr. Doogue is a trustee. 7. Based on information provided to the Company by the beneficial owner. 8. Includes 6,873 RSUs that will vest on August 7, 2025. Includes 4,029 RSUs that will vest on August 7, 2025; includes 550 shares of Common Stock held indirectly by Dr. Palepu’s spouse.

  157. CEO Pay Ratio

    | INNOVATION WITH PURPOSE | 67 |