DEF 14A of Allegro Microsystems, Inc., Jun 24, 2026

DEF 14A of Allegro Microsystems, Inc.

Filed Jun 24, 2026 · FY20260001193125-26-280254

Open on EDGAR

  1. Proposal 1: Election of Directors

    Proposal 1: Election of Directors We currently have eleven directors on our Board. At the Annual Meeting, three Class III Directors, Jennie M. Raubacher, Brian C. White and Robert J. Willett, are to be elected to hold office until the 2029 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. As previously reported, each of Richard R. Lury and Susan D. Lynch, who currently serve as Class III Directors, has informed the Company that they will not be standing for re-election when their current term expires at the Annual Meeting. The Board has voted to reduce the size of the Board to nine members immediately following the Annual Meeting. 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 III Directors. Votes withheld and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal. As set forth in our Third Amended and Restated Certificate of Incorporation, the Board is currently divided into three classes with staggered, three-year terms. At each annual meeting of shareholders, the successors to directors with expiring terms will be elected to serve from the time of election and qualification until the third annual meeting following election. The current class structure is as follows: Class III, whose term currently expires at the Annual Meeting and whose subsequent term will expire at the 2029 Annual Meeting of Shareholders; Class I, whose term will expire at the 2027 Annual Meeting of Shareholders; and Class II, whose term will expire at the 2028 Annual Meeting of Shareholders. 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, Jennie M. Raubacher, Brian C. White and Robert J. Willett. 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 Nominating and Governance Committee of the Board (the “NGC”) designated the other director nominees for nomination by the Board. In connection with Mr. Lury’s decision not to stand for re-election, Sanken notified the Company that it was designating Mr. Willett for nomination by the Board for re-election at the Annual Meeting, and the Company and the NGC consented to this designation, provided that Sanken continued to meet the ownership threshold specified in the Stockholders Agreement that entitles them to designate two designees. For more information regarding the Stockholders Agreement, see “Corporate Governance—Stockholders Agreement” on page 19. 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 Ms. Raubacher and Messrs. White and Willett as Class III Directors. 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 Ms. Raubacher or Messrs. White or Willett 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 III Director (terms to expire at the 2029 Annual Meeting)

    | Jennie M. Raubacher | | | Age: 50 Board Committees: 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 semiconductor, 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, her deep knowledge of the semiconductor industry and insight into the broader technology ecosystem, make her well qualified to serve as a member of our Board. |

  3. Nominees For Class III Director (terms to expire at the 2029 Annual Meeting)

    | Brian C. White | | | Age: 61 Board Committees: Audit Compensation | Mr. White joined our Board in June 2026. Mr. White has over 30 years of leadership experience across the semiconductor and high-technology industries. Most recently, he served as the Chief Financial Officer for Ambarella, Inc. (“Ambarella”), a system-on-chip provider of low-power AI vision processors, from March 2022 until his retirement in February 2024. Prior to Ambarella, Mr. White served as the Chief Financial Officer for Maxim Integrated Products, Inc., a supplier of high-performance analog and mixed-signal semiconductor solutions, from August 2019 until its acquisition by Analog Devices, Inc. in August 2021. From 2007 to March 2019, Mr. White held roles of increasing responsibility at Integrated Device Technology, Inc. (“IDT”), including serving as Chief Financial Officer from September 2013 until IDT’s acquisition by Renesas Electronics Corporation in 2019, and previously as Vice President of Finance and Treasurer. Earlier in his career, Mr. White held various financial and operational management positions at NVIDIA Corporation, Hitachi GST, IBM, and Deloitte. Mr. White currently serves as a director of FormFactor, Inc., a publicly traded semiconductor test and measurement company, where he chairs the Audit Committee. Mr. White holds a B.A. in Business Administration from Seattle University and an M.B.A. from the University of Notre Dame. He is also a licensed Certified Public Accountant and a Certified Financial Planner. We believe Mr. White’s substantial knowledge of the semiconductor and high-technology industries, his extensive experience as a chief financial officer at multiple international semiconductor companies, his deep functional expertise in finance, global operations, management and M&A, and his other public company board experience make him well qualified to serve as a member of our Board. |

  4. Nominees For Class III Director (terms to expire at the 2029 Annual Meeting)

    | Robert J. Willett | | | Age: 59 Board Committees: Audit Compensation | Mr. Willett joined our Board in May 2026. Mr. Willett served as Chief Executive Officer of Cognex Corporation (“Cognex”), a manufacturer of machine vision systems, software and sensors used in automated manufacturing, from 2011 until his retirement in 2025. Mr. Willett first joined Cognex in 2008 and also served as a Board member of Cognex from April 2011 until March 2026. Prior to joining Cognex, he served as Vice President of Business Development and Innovation for the Product Identification Business Group at Danaher Corporation (“Danaher”), a diversified industrial company specializing in process improvement and acquisitions, and as President of Videojet Technologies (“Videojet”), a leader in coding and marking products. Prior to that, Mr. Willett served as Chief Executive Officer of Willett International Ltd., a coding and marking company that was sold to Danaher and merged with Videojet. Mr. Willett currently serves as a director of Clean Harbors, Inc., a publicly held industrial and environmental services company and of Formlabs, a private industrial company in the field of 3D printing. Mr. Willett holds a B.A. from Brown University, and an M.B.A. from Yale University. We believe Mr. Willett’s qualifications for sitting on our Board include his experience in the sensors and industrial technology industries, his executive leadership developed through his years of experience scaling technology companies and his other public company board experience. |

  5. Class I Directors

    Class I Directors

  6. Class I Directors

    | Joseph R. Martin | | | Age: 78 Chairman of the Board Board Committees: Audit NGC | Mr. Martin has served as a member of our Board since 2017 and was our Board’s Lead Independent Director from September 2024 until he became Board Chair in August 2025. 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. |

  7. Class I Directors

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

  8. Class I Directors

    | Krishna G. Palepu | | | Age: 71 Board Committees: NGC (Chair) | Dr. Palepu joined our Board in January 2025. Dr. Palepu is the Baker Foundation Professor of Business Administration, and Senior Associate Dean, Business in Global Society, 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. |

  9. Class I Directors

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

  10. Class I Directors

    | INNOVATION WITH PURPOSE | 10 |

  11. Class I Directors

    | Mary G. Puma | | | Age: 68 Board Committees: Compensation (Chair) NGC | 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 served as an Executive Advisor at Axcelis Technologies, Inc. (“Axcelis”) from May 2024 to July 2025, after serving 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’ 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.). Ms. Puma was a member of the board of directors of Nordson Corporation from July 2001 until November 2023. Ms. Puma also served for 20 years on the board of directors of Semiconductor Equipment and Materials International (“SEMI”), a global industry association serving the manufacturing supply chain for the micro- and nano-electronics industries, and served as Chairperson of the board of directors of SEMI from December 2022 to May 2025. 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. |

  12. 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) |

  13. Class I Directors

    | INNOVATION WITH PURPOSE | 11 |

  14. Class II Directors

    Class II Directors

  15. Class II Directors

    | Michael C. Doogue | | | Age: 51 | 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 the 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. |

  16. Class II Directors

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

  17. Class II Directors

    | Katsumi Kawashima | | | Age: 61 | Mr. Kawashima has served as a member of our Board since June 2022. Mr. Kawashima has also served as a member of the board of directors of Sanken since June 2022, and since April 2022, 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 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. |

  18. Class II Directors

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

  19. Class II Directors

    | INNOVATION WITH PURPOSE | 12 |

  20. Class II Directors

    | Yoshihiro (Zen) Suzuki | | | Age: 67 | Mr. Suzuki has served as a member of our Board since 2001. He served as our Chairman of the Board from 2018 to August 2025. Mr. Suzuki was a director and Senior Vice President at Sanken from July 2013 until his retirement in June 2022. Over his more than 40-year career with Sanken and its affiliates, which began in 1982, he held numerous senior leadership and general management roles, including Chief Executive Officer of Sanken North America, Inc. He has also served on the boards of multiple Sanken group companies. From July 2005 until his retirement in May 2022, Mr. Suzuki served as Chairman and Chief Executive Officer of Polar Semiconductor, LLC (“PSL”). He was also a member of the board of directors of PSL and its predecessor entity throughout this period. Following his retirement, he continued to contribute to PSL as a consultant from July 2022 through March 2025. Beyond his corporate leadership roles, Mr. Suzuki has been active in academic and advisory capacities. He has served as an Honorary Advisor at the Institute of Management Studies in Japan since January 2024. In addition, since January 2025, he has been a Visiting Professor at the Research Institute of Electronics at Shizuoka University. Mr. Suzuki received his B.S. in Physics and Engineering Science from Chuo University, Tokyo, Japan in 1982. We believe Mr. Suzuki’s institutional knowledge and insight, acquired through numerous years of service to Sanken and its affiliates, as well as his experience as a member of our Board, make him well qualified to serve as a member of our Board. |

  21. Class II Directors

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

  22. Class II Directors

    | INNOVATION WITH PURPOSE | 13 |

  23. Important 2026 Compensation Actions

    Important 2026 Compensation Actions Our Compensation Committee, which consists entirely of independent directors, sets the compensation of our NEOs. In the first quarter of fiscal year 2026, 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 applicable NEOs whose fiscal year 2026 compensation was not already approved in connection with their hiring or promotion:

  24. Important 2026 Compensation Actions

    Implemented base salary increases that were previously approved by the Compensation Committee in fiscal year 2025 but were deferred as a cost-saving initiative, which resulted in salary increases of 5.9% and 2.5% for Mr. D’Antilio and Ms. Briansky, respectively, effective April 5, 2025; o Approved fiscal year 2026 salary increases of 3.9% and 4.1% for Mr. D’Antilio and Ms. Briansky, respectively, effective June 14, 2025; and o Maintained the annual target bonus opportunities under the AIP for Messrs. Doogue and D’Antilio and Ms. Briansky. • Mr. Madormo, who joined the Company in the month prior to the start of our 2026 fiscal year, and Mr. Coleman, who joined the Company during our 2026 fiscal year, were not part of these annual determinations for fiscal year 2026 because their base salaries and annual target bonus percentages were negotiated in connection with the terms of their offer letters that each NEO entered into after approval by the Compensation Committee, in connection with agreeing to join the Company. • Approved fiscal year 2026 AIP performance metrics, weighting non-GAAP Operating Income, further adjusted for the operational impact of acquisitions (“Performance EBIT”) performance at 50% and revenue performance at 50% to reflect our two most important annual performance metrics; • Approved fiscal year 2026 target AIP to be issued in the form of PSUs with the same metrics and weightings as the AIP (“AIP PSUs”) for the following two NEOs: o Mr. Doogue’s 2026 target AIP was 100% in the form of AIP PSUs; and o Mr. D’Antilio’s 2026 target AIP was split approximately 25% in the form of cash payable under the AIP and approximately 75% in the form of AIP PSUs. • Approved Long-Term Incentive (“LTI”) compensation, consisting of a combination of service-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) to provide strong links to long-term shareholder value creation and promote alignment with investors. o For fiscal year 2026, the Compensation Committee modified the methodology for determining the number of shares granted for all our Company annual LTI awards, including those to our NEOs, to provide more predictability to our grant process and reduce the impact of short-term stock price volatility on award valuations. The determination of the number of shares granted was changed from a fixed closing price on the date of grant to the 30 calendar day average closing price of our Common Stock on the Nasdaq Global Select Market through the day prior to the grant date. 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 illustrations 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. Mr. Coleman’s target compensation was not included in the pay mix illustration below due to his mid-year commencement of employment.Variable, at risk compensation, 91% fy2026 CEO compensation 9% 12% 79% base salary aip (Target), including aip psus (described below) lti (Annual equity award target) fy2026 ceo target lti 50% 50% variable, at risk compensation, 82% fy2026 other neo average compensation 17% 13% 70% fy2026 other neo avg lti 50% 50% psus rsus base salary aip (target), aip psus (described below) lti (annual equity award target) us

  25. 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, each executive’s internal equity across the organization 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. For new executives joining the Company, the Compensation Committee also assesses the need to provide a total compensation package that is market competitive and will attract the executive to join the Company. 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 2026 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.

  26. Competitive Positioning

    Competitive Positioning Meridian performs a competitive market analysis of our executive compensation programs annually to ensure that the total compensation packages of our executive officers are within a reasonably competitive range of companies of similar industry, size and complexity. In connection with its fiscal year 2026 compensation actions and decisions, the Compensation Committee considered the competitive market analysis prepared by Meridian in February of 2025 (see below for more information on the competitive market analysis). In connection with the appointments of Mr. Madormo as Senior Vice President, Worldwide Sales, in the month prior to our 2026 fiscal year, and Mr. Coleman as Senior Vice President and General Manager, Products during fiscal year 2026, the Compensation Committee, in consultation with Meridian, conducted a specific market analysis to determine competitive recruitment packages. The Compensation Committee’s objective was to establish total target compensation levels that were competitive with the 50th percentile of our peer group for comparable roles, while also considering each executive’s significant industry experience, specialized skill sets, and the competitive landscape for executive talent in the semiconductor industry. The initial compensation arrangements for Mr. Madormo and Mr. Coleman were designed to provide a balanced mix of fixed and at-risk pay consistent with our existing executive compensation philosophy, ensuring their interests were immediately aligned with those of our shareholders upon joining the Company.

  27. Competitive Positioning

    | INNOVATION WITH PURPOSE | 32 |

  28. Competitive Positioning

    Competitive Market Analysis In February 2025, 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 2026. 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. In determining the peer group to be utilized in making compensation decisions for fiscal year 2026 (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, which were the same companies that comprised the peer group for fiscal year 2025:

  29. 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. | |

  30. Competitive Positioning

    | INNOVATION WITH PURPOSE | 33 |

  31. Competitive Positioning

    As indicated in the table below, at the time of the competitive market analysis in February 2025, our revenue approximated the Peer Group 50th percentile, our headcount the 65th percentile and our market capitalization the 30th percentile.

  32. Competitive Positioning

    | Allegro Compared to Peer Group, Sorted by Category from Highest to Lowest (as of February 2025) | | | | 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. | MACOM Technology Solutions Holdings, Inc. | | Monolithic Power Systems, Inc. | Diodes Incorporated | Lattice Semiconductor Corporation | | Cirrus Logic, Inc. | Wolfspeed, Inc. | Qorvo, Inc. | | Diodes Incorporated | Allegro MicroSystems, Inc. | Semtech Corporation | | Synaptics Incorporated | Monolithic Power Systems, Inc. | Rambus Inc. | | Semtech Corporation | Semtech Corporation | Cirrus Logic, Inc. | | Allegro MicroSystems, Inc. | Silicon Laboratories Inc. | SiTime Corporation | | Wolfspeed, Inc. | MaxLinear, Inc. | Sensata Technologies Holding plc | | MACOM Technology Solutions Holdings, Inc. | Synaptics Incorporated | Silicon Laboratories Inc. | | Lattice Semiconductor Corporation | MACOM Technology Solutions Holdings, Inc. | Allegro MicroSystems, Inc. | | Rambus Inc. | Cirrus Logic, Inc. | Power Integrations, Inc. | | Silicon Laboratories Inc. | Lattice Semiconductor Corporation | Synaptics Incorporated | | Power Integrations, Inc. | Power Integrations, Inc. | Diodes Incorporated | | MaxLinear, Inc. | Rambus Inc. | MaxLinear, Inc. | | SiTime Corporation | SiTime Corporation | Wolfspeed, Inc. | | Allegro = 50th percentile | Allegro = 65th percentile | Allegro = 30th 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 based in large part on its assessment of the Company’s and the individual’s performance.

  34. Competitive Positioning

    | INNOVATION WITH PURPOSE | 34 |

  35. 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 |

  36. Compensation Elements

    1. For fiscal year 2026, Messrs. Doogue and D’Antilio received 100% and approximately 75%, respectively, of their target AIP award in the form of PSUs with the same metrics and weightings as the AIP to reduce cash-based compensation expense and to further align to the interests of shareholders through additional stock-based compensation. Variation in competitive positioning among executives is to be expected, to recognize differences in individual performance, tenure, or scope of responsibility relative to market. However, for fiscal year 2026, we generally targeted each compensation element within a competitive range (+/- 15% for base salary and AIP target compensation, +/- 20% for grant date fair value of long-term incentives) of the market 50th percentile. Fiscal Year 2026 Base Salaries NEO base salaries are an important part of their total compensation package and are intended to reflect their respective positions, duties, and responsibilities. Our Compensation Committee annually reviews and determines the base salaries of our executives (with the exception of the CEO, whose base salary is reviewed and recommended by the Compensation Committee and approved by the non-employee members of the Board). In fiscal year 2025, the Compensation Committee approved base salary increases for two of our NEOs that were delayed as a cost-saving initiative and not implemented until after the beginning of fiscal year 2026. The following table represents these base salary increases that were previously approved by the Compensation Committee in fiscal year 2025 but were not effective until April 5, 2025.

  37. Compensation Elements

    Sign-On Bonus for Mr. Coleman In connection with Mr. Coleman’s appointment and to incentivize Mr. Coleman to join Allegro, the Compensation Committee approved a one-time cash sign-on bonus in the amount of $300,000, that was paid to Mr. Coleman within 30 days of his start date. In determining the size of this award, the Compensation Committee considered the scope and challenge of the Senior Vice President and General Manager, Products role, Mr. Coleman’s extensive knowledge and experience, forfeiture of awards at his prior employer, and the competitive market for executive talent. To ensure alignment with the Company’s long-term interests and to provide a strong retention incentive, the sign-on bonus is subject to a rigorous repayment provision. Under the terms of Mr. Coleman’s offer letter, the entire $300,000 must be reimbursed to the Company if he voluntarily terminates employment in less than one year. If Mr. Coleman voluntarily terminates his employment after one year but in less than two years, he is required to make a prorated repayment based on the number of months worked during that second year. Fiscal Year 2026 AIP Each of our NEOs participated in our AIP in fiscal year 2026, which is focused on rewarding our executive officers for annual operating performance that meets or exceeds pre-established goals. The Compensation Committee annually reviews and approves each NEO’s target bonus opportunity (expressed as a percentage of base salary) under the AIP (with the exception of the CEO, whose target bonus opportunity is recommended by the Compensation Committee and approved by the non-employee members of the Board). During the first quarter of fiscal year 2026, the Compensation Committee reviewed Mr. D’Antilio’s and Ms. Briansky’s target bonus opportunities and did not approve any changes from fiscal year 2025. 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. The target bonus opportunity for fiscal year 2026 for Mr. Doogue was determined in connection with his promotion to CEO in February 2025, and each of Mr. Madormo and Mr. Coleman’s bonus opportunities were negotiated in connection with the terms of their offer letters in connection with their agreement to join the Company, the terms of which were previously approved by the Compensation Committee. The target bonus opportunities for our NEOs for fiscal 2026 are as follows:

  38. Compensation Elements

    | Executive Officers | 2026 Target AIP (% of Base Salary) | | Michael C. Doogue | 125.0% | | Derek P. D’Antilio | 80.0% | | Richard A. Madormo | 75.0% | | Sharon S. Briansky | 75.0% | | Troy T. Coleman | 75.0% |

  39. Compensation Elements

    were identical to the metrics in the fiscal year 2026 AIP but did not permit any Multiplier for Individual Performance. The AIP PSU awards were granted in May 2025 and vested, based on achievement of the metrics, on May 16, 2026 in the Company’s open trading window following the release of its earnings for the 2026 fiscal year. For additional details on the AIP PSUs, see “AIP PSU Awards” in the “Fiscal Year 2026 Equity Compensation” section below. The table below illustrates AIP determinations at various levels of performance and the actual performance in fiscal year 2026 for each metric. For performance between points referenced in the table, straight line interpolation is used for the determination of actual achievement of performance metrics. target aip mix% 50% 50% performance ebit revenue

  40. Compensation Elements

    | | Weighting | Performance Metric | | Threshold | Target | Maximum | Actual Performance | Weighted Pool Funding 2 | | | 50% | Revenue | Performance Goals ($M) | $684.3 | $805.0 | $925.8 | $890.1 | 85.2% | | | | | % Pool Funding | 50% | 100% | 200 % | 170.4% | | | | 50% | Performance EBIT 1 | Performance Goals ($M) | $84.4 | $105.5 | $126.6 | $125.6 | 97.6% | | | | | % Pool Funding | 50% | 100% | 200% | 195.3% | | | | Total Pool Funding | | | | | | | 182.9% |

  41. Compensation Elements

    | Executive Officers | 2026 Target AIP ($) | Less Target AIP PSU Amount / Proration Amount 1 ($) | 2026 Cash Target AIP ($) | Pool Funding per Corporate Achievement | Multiplier for Individual Performance | Final AIP Cash Payout 2 ($) | | Michael C. Doogue | 875,000 | 875,000 | - | 182.9% | 1.00 | - | | Derek P. D’Antilio | 374,000 | 280,500 | 93,500 | 182.9% | 1.00 | 171,012 | | Richard A. Madormo | 315,000 | - | 315,000 | 182.9% | 1.00 | 576,135 | | Sharon S. Briansky | 320,250 | - | 320,250 | 182.9% | 1.00 | 585,737 | | Troy T. Coleman | 326,250 | 177,466 | 148,784 | 182.9% | 1.00 | 272,127 |

  42. Fiscal Year 2026 Equity Compensation

    Fiscal Year 2026 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 2026, we also utilized short-term vesting AIP PSUs strategically as a means to reduce cash-based compensation expense and further align Messrs. Doogue and D’Antilio with the interests of shareholders through additional stock-based compensation following a cyclical industry downturn that negatively impacted semiconductor companies’ stock prices in fiscal year 2025. In fiscal year 2026, our annual equity awards consisted of a combination of RSUs and PSUs. Further details regarding awards granted during fiscal year 2026 are set forth below. The Compensation Committee elected to evenly weight the annual equity awards between PSUs and RSUs, balancing alignment to our longer-term strategic and financial goals referenced in the PSUs and NEO retention and engagement. For each eligible executive, the Compensation 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 granted outside of our annual LTI program) granted to each of our NEOs consisted of RSUs (50% of each LTI award) and PSUs (50% of each LTI award). This revised allocation, which moved from our mix of 60% PSUs and 40% RSUs in the prior year, was intended to further strengthen the retention profile of our LTI program while maintaining a significant emphasis on performance-based compensation. The Compensation Committee believes that an equal weighting between PSUs and RSUs provides a balanced approach that rewards the achievement of rigorous long-term financial and strategic objectives through the PSUs, while ensuring management stability and continuity through the RSUs. The RSUs are scheduled to vest in three equal installments on each of May 16, 2026, 2027, and 2028, subject to continued employment through the applicable vesting date. The PSUs vest, if any, on May 16, 2028 based on achievement of three separate performance and service criteria, as modified based upon our relative total shareholder return (“TSR”) performance over the period against a custom list of Russell 3000 semiconductor and semiconductor equipment peers (the “TSR Modifier”). We believe a TSR Modifier best maintains a relative measure of our performance against broader industry performance while aligning NEO accountability to operational measures within their control.

  43. Fiscal Year 2026 Equity Compensation

    | INNOVATION WITH PURPOSE | 38 |

  44. Fiscal Year 2026 Equity Compensation

    The performance metrics and TSR Modifier in the PSUs granted in fiscal year 2026 are described in greater detail in the following table.

  45. Fiscal Year 2026 Equity Compensation

    | Performance Metric 1 | PSU Award Weighting (at target) | Performance Period | Additional Service-Based Vesting after Performance Period | TSR Modifier (0.8x-1.2x) | | Revenue Growth | 35% | One-third allocated to each fiscal year (fiscal year 2026, fiscal year 2027, and fiscal year 2028) | Earned portion of PSU shares (if any) based on these metrics vest on May 16, 2028x | TSR percentile vs. Russell 3000 custom list of semiconductor and semiconductor equipment peers 2 | | Gross Margin Expansion | 35% | One third allocated to each fiscal year (fiscal year 2026, fiscal year 2027, and fiscal year 2028) | | | | Fiscal Year 2026 KPIs | 30% | Fiscal Year 2026 | | |

  46. Fiscal Year 2026 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”), as compared to the prior year, with specified threshold, target and maximum goals for each of fiscal years 2026, 2027, and 2028; • The gross margin expansion portion is earned based on our gross margin improvement (“Gross Margin Expansion”), as compared to the prior year, with specified threshold, target and maximum goals for each of fiscal years 2026, 2027, and 2028; and • The key performance indicators (“KPIs”) metric portion is earned based on achievement of four strategic areas of KPIs for fiscal year 2026. 2. Although the TSR Modifier range is 0.8x - 1.2x, (i) the TSR Modifier is capped at 1.0x if Allegro’s TSR is negative, and (ii) the TSR Modifier may not increase the overall award payout above the 200% of target. Earned PSUs are further modified by our TSR Modifier, as described in more detail below. Revenue Growth The table below illustrates PSU payout determinations for the Revenue Growth metric at various levels of performance compared to fiscal year 2025 revenue. For performance between points referenced in the table, straight-line interpolation is used for the PSU vesting determination. In fiscal years 2027 and 2028, Revenue Growth is measured separately with the prior fiscal year revenue as the baseline for calculating growth. The payout for fiscal years 2026, 2027, and 2028 is averaged to calculate the payout on the overall Revenue Growth metric. The same performance goal and target setting methodology was applied to fiscal years 2027 and 2028, however, we do not prospectively disclose our Revenue Growth goals for future-year performance periods due to the risk of competitive harm that could result from premature disclosure. Although final certification by the Compensation Committee of the number of shares earned pursuant to the PSUs granted in fiscal year 2026 will take place following the end of the three-year performance period and application of the TSR Modifier described below, the Company assessed performance results following the completion of fiscal year 2026 and determined fiscal year 2026 revenue growth to be approximately 23%.

  47. Fiscal Year 2026 Equity Compensation

    | Performance Goal | | Threshold | Target | Maximum | | Revenue Growth Fiscal Year 2026 | Goal | 0.0% | 11.0% | 20.0% | | | Payout % | 50.0% | 100.0% | 200.0% |

  48. Fiscal Year 2026 Equity Compensation

    | INNOVATION WITH PURPOSE | 39 |

  49. Fiscal Year 2026 Equity Compensation

    Gross Margin Expansion The table below illustrates PSU payout determinations for the Gross Margin Expansion metric at various levels of performance compared to fiscal year 2025 gross margin. For performance between points referenced in the table, straight-line interpolation is used for the PSU vesting determination. In fiscal years 2027 and 2028, Gross Margin Expansion is measured separately with the prior fiscal year gross margin as the baseline for calculating basis point improvement. The payout for fiscal years 2026, 2027, and 2028 is averaged to calculate the payout on the overall Gross Margin Expansion metric. The same performance goal and target setting methodology was applied to fiscal years 2027 and 2028, however, we do not prospectively disclose our gross margin goals for future-year performance periods due to the risk of competitive harm that could result from premature disclosure. Although final certification by the Compensation Committee of the number of shares earned pursuant to the PSUs granted in fiscal year 2026 will take place following the end of the three-year performance period and application of the TSR Modifier described below, the Company assessed performance results following the completion of fiscal year 2026 and determined fiscal year 2026 gross margin basis point improvement to be approximately 140.

  50. Fiscal Year 2026 Equity Compensation

    | Performance Metric | | Threshold | Target | Maximum | | Gross Margin Improvement Results Fiscal Year 2026 | Goal | 100bps | 200bps | 300bps | | | Payout % | 50.0% | 100.0% | 200.0% |

  51. Fiscal Year 2026 Equity Compensation

    Fiscal Year 2026 KPIs The table below illustrates how the payout for the KPIs portion of the award will be determined. For performance between points referenced in the table, straight-line interpolation is used for the PSU vesting determination.

  52. Fiscal Year 2026 Equity Compensation

    | Performance Goal | | Threshold | Target | Maximum | | KPI Achievement Results in Fiscal Year 2026 | Goal | 1 of 4 | 2 of 4 | 4 of 4 | | | Payout % | 50.0% | 100.0% | 200.0% |

  53. Fiscal Year 2026 Equity Compensation

    We have selected KPI metrics for fiscal year 2026 that we believe are critical to achieving our future growth goals and that if achieved in fiscal year 2026 would enable our future success. This component was included in our fiscal year 2026 PSU awards in order to closely tie a portion of our NEO’s long-term compensation to measurable achievements in certain strategic priority areas for our business. The four KPIs were focused on measurable achievements in the following strategic priority areas: (i) design wins for new business opportunities closed during the fiscal year, valued based on their multi-year revenue forecast, (ii) new product introductions released to market during the fiscal year, and (iii) key internal research and development milestones. Each KPI included specific and objective requirements to ensure that performance assessments remain unbiased and fact based. While the specifics of these requirements are not disclosed to protect the competitive interests of the Company, the Compensation Committee considered these requirements to be challenging yet achievable through disciplined focus and execution in the specific strategic priority areas, with certain of the KPIs being considered “stretch” goals requiring extraordinary performance. Final certification of achievement of these KPIs by the Compensation Committee will take place following the end of the three-year performance period and application of the TSR Modifier to the payout level, as described below; however, since the KPIs were required to be achieved in fiscal year 2026, the Company has preliminarily assessed performance results relative to these KPIs and determined that the requirements for achievement of each of the four KPIs was satisfied. 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, Gross Margin Expansion, and KPIs), 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 2026, following an analysis performed by Meridian, the Compensation Committee decided to retain the same TSR reference group used in fiscal year 2025 for assessing relative TSR in its PSU grants from the R3000 Semiconductor Group. The Russell US Indexes follow a semi-annual reconstitution schedule, so while our TSR reference group methodology is unchanged, the exact list of companies will vary over time. We based the R3000 Semiconductor Group on the company list as of the beginning of fiscal year 2026. The R3000 Semiconductor Group provides an appropriate group of peers of similar market capitalization and revenue to that of the Company and has historically maintained a strong stock price movement correlation with the Company’s stock price movement. For fiscal year 2026, the Compensation

  54. Fiscal Year 2026 Equity Compensation

    | INNOVATION WITH PURPOSE | 40 |

  55. Fiscal Year 2026 Equity Compensation

    Committee elected to refine the TSR Modifier range from 0.7x to 1.3x to 0.8x to 1.2x. This adjustment was intended to reduce potential payout volatility, more closely align our executive compensation outcomes with the operational and strategic factors more directly within management’s control and reinforce the importance of achieving long-term growth of the Company. By narrowing the modifier range, the Compensation Committee ensures that while relative stock price performance remains an important component of our pay-for-performance philosophy, it does not overshadow the critical financial and operational results achieved during the performance period. The TSR Modifier can range from 0.8x to 1.2x in accordance with the table below but cannot increase the overall PSU payout above the maximum 200% of target. 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 1.0x. The table below illustrates how the TSR Modifier will be determined.

  56. Fiscal Year 2026 Equity Compensation

    | rTSR Performance Modifier | | | | | | Relative TSR - TSR Percentile rank vs. | Goal | ≤25th | 50th | ≥75th | | R3000 Semiconductor Group | Multiplier (positive TSR) | 0.8 | 1.0 | 1.2 | | | Multiplier (negative TSR) | 0.8 | 1.0 | 1.0 |

  57. Fiscal Year 2026 Equity Compensation

    The earned portion of the PSUs subject to fiscal year 2026 performance goals will vest, subject to continued service and achievement relative to the TSR Modifier, on May 16, 2028. AIP PSU Awards In addition to the annual LTI awards described above, for fiscal year 2026, Messrs. Doogue and D’Antilio, our two most highly compensated NEOs with the highest AIP targets, elected to receive 100% and approximately 75%, respectively, of their Target AIP award 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, as detailed above under the heading “Fiscal Year 2026 AIP” presented on pages 36-37 of this proxy statement. The table below illustrates the number of fiscal year 2026 target AIP PSUs granted to Messrs. Doogue and D’Antilio in May 2025, valued at $19.97 per share, which is equal to the 30-calendar day average closing price through the day prior to the grant date. The table also shows the final number of the AIP PSUs that vested in full on May 16, 2026 for Messrs. Doogue and D’Antilio in the Company’s open trading window following the release of the Company’s earnings for the 2026 fiscal year based on the payout percentage of 182.9% of target. The metrics for the AIP PSUs were identical to those under the AIP, as detailed above under the heading “Fiscal Year 2026 AIP” presented on pages 36-37 of this proxy statement, but did not contain any Multiplier for Individual Performance. Company performance metrics included Performance EBIT (weighted 50%) and revenue (weighted 50%).

  58. Fiscal Year 2026 Equity Compensation

    | Executive Officers | FY 2026 Target AIP PSUs (#) | FY 2026 Earned AIP PSUs (#) | | Michael C. Doogue | 43,816 | 80,140 | | Derek P. D’Antilio | 14,047 | 25,692 |

  59. Fiscal Year 2026 Equity Compensation

    | INNOVATION WITH PURPOSE | 41 |

  60. Fiscal Year 2026 Equity Compensation

    In May 2026, the Compensation Committee assessed the Company’s fiscal year 2026 achievement of the performance objectives under the AIP PSUs, as detailed in the table below. The sum of the Performance EBIT and revenue portions of the AIP PSU resulted in total vesting of the AIP PSUs at 182.9% of target, the same result as the AIP.

  61. Fiscal Year 2026 Equity Compensation

    | Weight | Performance Metric | | Threshold | Target | Maximum | Actual Performance | Weighted Pool Funding 2 | | 50% | Revenue | Goals ($M) | $684.3 | $805.0 | $925.8 | $890.1 | 85.2% | | | | Payout % | 50.0% | 100.0% | 200.0 % | 170.4% | | | 50% | Performance EBIT 1 | Goals ($M) | $84.4 | $105.5 | $126.6 | $125.6 | 97.6% | | | | Payout % | 50.0% | 100.0% | 200.0% | 195.3% | | | Total Payout 182.9% | | | | | | | |

  62. Fiscal Year 2026 Equity Compensation

    1. Actual performance for Performance EBIT for the period is calculated from GAAP operating income, as adjusted as provided in Appendix A. 2. Total Payout rounds to 182.9% after application of weighting on revenue and Performance EBIT. New Hire Equity Award to Mr. Coleman As a general practice, the Compensation Committee does not regularly 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 attraction, retention, succession planning, or recognition of exceptional performance. In connection with our appointment of Mr. Coleman as our Senior Vice President, General Manager, Products, the Company granted Mr. Coleman a new hire award of RSUs in November 2025. The Compensation Committee believed that a reasonably sized award of RSUs were the optimal vehicle to attract Mr. Coleman and retain his talent. In determining the size of this award, the Compensation Committee considered the scope and challenge of the Senior Vice President and General Manager, Products role, including Mr. Coleman’s extensive knowledge and experience, forfeiture of awards at his prior employer, and the competitive market for executive talent. Mr. Coleman’s award had a target grant date value of $2,150,000. The RSUs are scheduled to vest in three equal installments on each of May 16, 2026, 2027, and 2028, subject to continued employment through the applicable vesting date.

  63. Fiscal Year 2026 Equity Compensation

    | INNOVATION WITH PURPOSE | 42 |

  64. Equity Awards Granted in Fiscal Year 2026

    Equity Awards Granted in Fiscal Year 2026 The table below summarizes all the equity awards granted to our NEOs in fiscal year 2026.

  65. Equity Awards Granted in Fiscal Year 2026

    | | Annual Equity Awards | | | | | | | | Other Equity Awards | | | | PSUs At Target Level of Achievement (50% of Total LTI Award) | | | | | | | RSUs (50% of Total LTI Award) | | | | Executive Officers | Revenue Growth | + | Gross Margin Expansion | + | Fiscal Year 2026 KPIs | = | Total PSUs 1 | Annual Equity Award RSUs | AIP PSUs at Target Level of Achievement | New Hire RSUs | | Michael C. Doogue | 52,579 | | 52,579 | | 45,068 | | 150,226 | 150,226 | 43,816 | — | | Derek P. D’Antilio | 22,785 | | 22,785 | | 19,530 | | 65,100 | 65,098 | 14,047 | — | | Richard A. Madormo | 13,145 | | 13,145 | | 11,267 | | 37,557 | 37,557 | — | — | | Sharon S. Briansky | 12,269 | | 12,269 | | 10,516 | | 35,054 | 35,053 | — | — | | Troy T. Coleman | — | | — | | — | | — | — | — | 73,530 |

  66. Equity Awards Granted in Fiscal Year 2026

    1. Total PSUs under the annual equity awards may be slightly higher than the RSUs due to rounding after calculating PSUs attributed to each performance metric.

  67. Performance-Based Equity Awards with Performance Periods Ending in 2026

    Performance-Based Equity Awards with Performance Periods Ending in 2026 In addition to the AIP PSUs detailed above, the performance period for the PSUs granted in fiscal year 2024 concluded at the end of the 2026 fiscal year:

  68. Performance-Based Equity Awards with Performance Periods Ending in 2026

    | Fiscal Year of PSU Grant | PSU Award Component | Performance Period | Threshold Performance ($M) | Target Performance ($M) | Max Performance ($M) | Actual Performance ($M) | Shares Earned | | 2024 | Relative TSR | FY2024 - FY2026 | 25th | 50th | 75th | -24.3%, 10th | (1) | | 2024 | Performance EBITDA | FY2024 - FY2026 | 1,160.2 | 1,450.3 | 1,740.4 | 653.5 | (2) | | 2024 | Cycle Time for 85% of RTMs (Weeks) | FY2024 - FY2026 | N/A | <110 | N/A | 88 | (3) |

  69. Performance-Based Equity Awards with Performance Periods Ending in 2026

    1. No PSUs were earned as a result of the performance of this component of the PSU for any NEO. 2. “Performance EBITDA” represents Adjusted EBITDA as further adjusted for the operational impact of acquisitions, as shown in Appendix A. No PSUs were earned as a result of the performance of this component of the PSU for any NEO. 3. Messrs. Doogue and D’Antilio, and Ms. Briansky earned 3,560, 4,746, and 2,611 shares, respectively, as a result of the performance of this component of the PSU. These amounts vested on May 16, 2026, and the shares were delivered shortly thereafter. Messrs. Madormo and Coleman were not employed by the Company when the fiscal year 2024 PSUs were granted and did not receive any shares in connection with vesting.

  70. Benefits, Perquisites and Other Compensation

    Service Anniversary Awards All global employees receive cash awards in recognition of continuous service to the Company upon the attainment of certain milestone years of service. The amount of a service award is fixed regardless of title, role or position with the Company, but varies based on geography. Inventor Awards Program Under our Inventor Awards Program, our employees, including our NEOs, are eligible to earn cash incentives associated with U.S. patents, including upon filing invention disclosures, issuances of first, second and third patents associated with such invention disclosures, and in respect of an annual “innovation award” selected from patents issued in respect of invention filings in a given year. Incentives associated with the foregoing patent-related awards range from $100 to $5,000 per occurrence, depending on the particular type of award. Retirement Plan We currently maintain a 401(k) retirement savings plan (the “401(k) Plan”) for our U.S.-based employees, including our NEOs, who satisfy certain eligibility requirements. Our NEOs are eligible to participate in the 401(k) Plan on the same terms as other full-time employees in the U.S. The Internal Revenue Code of 1986, as amended (the “Code”), allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis or after-tax basis through contributions to the 401(k) Plan. During fiscal year 2026, we matched contributions made by participants in the 401(k) Plan up to five percent (5%) of the employee’s eligible compensation, up to the statutory eligible compensation limit, and these matching contributions were fully vested as of the date they were made. Deferred Compensation Plan We maintain an Executive Deferred Compensation Plan (the “DCP”) under which eligible employees, including our NEOs, are permitted to defer up to 90% of their base salary and/or up to 100% of any amount earned under the AIP. All deferrals are fully vested as of the date the deferral is made. During fiscal year 2026, we also made fully vested employer contributions to our NEOs’ (and other participants’) DCP accounts. The amounts of these contributions were designed to replace matching contributions to our 401(k) Plan for eligible wages paid over the applicable statutory limits and are capped at five percent (5%) of the participant’s annual eligible compensation that exceeds the statutory limit. Amounts deferred under the DCP may be notionally invested by participants in one or more of the investment choices offered in the DCP, all of which are investments offered in the 401(k) Plan and are subject to adjustment for earnings or losses resulting from these investments. DCP accounts are generally distributable upon the first to occur of a participant’s termination of employment (subject to a six-month delay if required by applicable regulations), the participant’s death or a change in control of the Company. Participants may also elect certain in-service or other fixed distribution dates and/or installment payments (including with respect to distributions following a termination of employment). No Material Perquisites or Tax “Gross Ups” We do not currently provide material perquisites to our NEOs, and we do not view perquisites or other personal benefits as a significant component of our executive compensation program. In the future, we may provide perquisites or other personal benefits in limited circumstances, such as where we believe it is appropriate to assist an individual executive officer in the performance of the executive’s duties, to make our executive officers more efficient and effective and for recruitment, motivation or retention purposes. All future practices with respect to perquisites or other personal benefits will be approved by the Compensation Committee. We generally do not provide tax “gross ups” to any of our NEOs, including in the event of a change in control or otherwise, none of our NEOs received any material tax gross ups in fiscal year 2026, and none of our NEOs as of the date hereof have any tax gross ups in any of their compensatory arrangements, with the exception of programs that are offered from time to time to all similarly situated employees across our entire employee population, regardless of role.

  71. 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 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. 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 Annual Meeting date 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. Additionally, we use the average closing price of our Common Stock over a 30-calendar day lookback period prior to the grant date to value all equity awards in order to provide more predictability to our grant process and reduce the impact of short-term stock price volatility on award valuations. 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 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.

  72. Compensation Policies

    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 filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended March 27, 2026. 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 “2026 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 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.

  73. 2026 Summary Compensation Table

    2026 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 27, 2026.

  74. 2026 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary 1 ($) | Bonus 2 ($) | Stock Awards 3 ($) | Non-Equity Incentive Plan Compensation 4 ($) | All Other Compensation 5 ($) | Total ($) | | Michael C. Doogue | 2026 | 700,000 | — | 9,685,198 | — | 74,482 | 10,459,680 | | President, Chief Executive Officer | 2025 | 428,846 | — | 2,055,940 | 263,175 | 182,566 | 2,930,527 | | | 2024 | 399,808 | — | 1,570,091 | 256,800 | 51,497 | 2,278,196 | | Derek P. D’Antilio | 2026 | 463,317 | — | 4,063,505 | 171,012 | 27,702 | 4,725,536 | | EVP, Chief Financial Officer and | 2025 | 425,000 | — | 3,267,118 | 61,710 | 40,678 | 3,794,506 | | Treasurer | 2024 | 424,519 | — | 2,093,419 | 272,850 | 50,560 | 2,841,348 | | Richard A. Madormo | 2026 | 420,000 | — | 2,125,350 | 576,135 | 19,565 | 3,141,050 | | SVP, Global Sales | | | | | | | | | Sharon S. Briansky | 2026 | 423,212 | — | 1,983,679 | 585,737 | 22,590 | 3,015,218 | | SVP, General Counsel and Secretary | 2025 | 400,000 | — | 1,883,660 | 54,450 | 37,838 | 2,375,948 | | | 2024 | 399,520 | — | 1,151,496 | 239,680 | 46,436 | 1,837,132 | | Troy T. Coleman | 2026 | 200,769 | 300,000 | 1,956,633 | 272,127 | 11,120 | 2,740,649 | | SVP and General Manager, Products | | | | | | | |

  75. 2026 Summary Compensation Table

    1. Reflects salary paid during the fiscal year. Mr. Coleman joined the Company on October 13, 2025. 2. Reflects a cash sign-on bonus paid to Mr. Coleman in fiscal year 2026 in connection with commencement of employment with the Company on October 13, 2025. 3. Amounts shown represent the aggregate grant date fair value of RSU and PSU awards, made during fiscal years 2026, 2025, and 2024, respectively, including AIP PSUs for 2026 and 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 2026 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 grant date, which was determined to be the probable outcome for such awards. At the maximum performance level of 200% and based on the grant date close price, the value of PSUs granted under the annual LTI program for fiscal year 2026 would be as follows: Mr. Doogue: $8,118,213; Mr. D’Antilio: $3,518,004; Mr. Madormo: $2,029,580, and Ms. Briansky: $1,894,318; and for AIP PSUs, Mr. Doogue: $2,367,817 and Mr. D’Antilio: $759,100. 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 2026, 2025, and 2024, as applicable. Represents cash payments made (or expected to be paid, in the case of the award for fiscal year 2026) under the AIP in the first quarter of the following fiscal year for performance during the fiscal year presented. Mr. Coleman’s AIP award for fiscal year 2026 was pro-rated to reflect 166 days of 364 he was employed by the Company in fiscal year 2026. Messrs. Doogue and D’Antilio’s AIP amounts for fiscal years 2026 and 2025 and Ms. Briansky’s AIP amount for fiscal year 2025 reflect the fact that all or a portion of such NEO’s AIP award was in the form of AIP PSUs, the value of which is included in the “Stock Awards” column for the relevant year.

  76. 2026 Summary Compensation Table

    | INNOVATION WITH PURPOSE | 49 |

  77. 2026 Summary Compensation Table

    Represents All Other Compensation detailed in the table below.

  78. 2026 Summary Compensation Table

    | Executive Officers | Fiscal Year 2026 401(k) Company Match* ($) | Charitable Contribution Company Match ($) | Nonqualified Plan Company Contribution ($) | Patent Award Payments ($) | Company HSA Contribution ($) | Net Tax Equalization Payment** ($) | Total of All Other Compensation ($) | | Michael C. Doogue | 19,808 | 5,000 | 27,685 | 1,250 | 1,900 | 18,839 | 74,482 | | Derek P. D’Antilio | 13,475 | 5,000 | 8,027 | — | 1,200 | — | 27,702 | | Richard A. Madormo | 17,365 | — | — | — | 2,200 | — | 19,565 | | Sharon S. Briansky | 10,486 | 5,000 | 5,904 | — | 1,200 | — | 22,590 | | Troy T. Coleman | 9,620 | — | — | — | 1,500 | — | 11,120 |

  79. 2026 Summary Compensation Table

    * Company 401(k) matching contributions can exceed the applicable Internal Revenue Service annual contribution limits in a fiscal year if matching contributions attributable to separate calendar years are made within the same fiscal year. ** Net tax equalization payment representing the difference between the actual French taxes paid on compensation related to Mr. Doogue’s foreign assignment in calendar year 2025 and the hypothetical U.S. tax that Mr. Doogue would have paid had he not been on international assignment, paid to Mr. Doogue in fiscal year 2026. Includes $1,607 of tax gross-ups related to U.S. Medicare taxes. The Company maintains a tax equalization practice for all employees serving on foreign assignment that is designed and intended to yield neither an economic benefit nor detriment to the employee as a result of the international assignment.

  80. Grants of Plan-Based Awards in Fiscal Year 2026

    Grants of Plan-Based Awards in Fiscal Year 2026 The following table contains information relating to all grants of plan-based awards made to our NEOs during the 2026 fiscal year.

  81. Grants of Plan-Based Awards in Fiscal Year 2026

    | | | | 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 | 5/15/2025 | | | | | | 150,226 | 4,059,107 | | | 5/15/2025 | 6 | | 10,954 | 43,816 | 87,632 | | 1,183,908 | | | 5/15/2025 | 7 | | 18,027 | 150,226 | 300,452 | | 4,442,183 | | Derek P. D’Antilio | | | 93,500 | | | | | | | | 5/15/2025 | | | | | | 65,098 | 1,758,948 | | | 5/15/2025 | 6 | | 3,512 | 14,047 | 28,094 | | 379,550 | | | 5/15/2025 | 7 | | 7,812 | 65,100 | 130,200 | | 1,925,007 | | Richard A. Madormo | | | 315,000 | | | | | | | | 5/15/2025 | | | | | | 37,557 | 1,014,790 | | | 5/15/2025 | 7 | | 4,507 | 37,557 | 75,114 | | 1,110,560 | | Sharon S. Briansky | | | 320,250 | | | | | | | | 5/15/2025 | | | | | | 35,053 | 947,132 | | | 5/15/2025 | 7 | | 4,206 | 35,054 | 70,108 | | 1,036,547 | | Troy T. Coleman | | | 148,784 | | | | | | | | 11/11/2025 | | | | | | 73,530 | 1,956,633 |

  82. Grants of Plan-Based Awards in Fiscal Year 2026

    1. Grants of plan-based awards made on May 15, 2025 were approved by the Compensation Committee on May 13, 2025. Mr. Coleman’s plan-based award was approved and granted on November 11, 2025. Amounts reflect target payouts under our 2026 AIP. Mr. Doogue did not receive 2026 AIP in the form of cash and received AIP PSUs instead. Mr. D’Antilio received approximately 25% of his 2026 AIP in the form of cash and the remainder in AIP PSUs. Mr. Coleman’s 2026 AIP value is prorated for time employed by the Company in fiscal year 2026. For fiscal year 2026, 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, assuming no adjustments for individual performance, the minimum threshold for AIP total pool funding for all AIP awards would be 25% if only one of two 50% weighted metrics 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 2026 AIP to our NEOs would be: Mr. D’Antilio: $23,375; Mr. Madormo: $78,750; Ms. Briansky: $80,063; and Mr. Coleman: $37,196. 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 2026 AIP to our NEOs would be: Mr. D’Antilio: $187,000; Mr. Madormo: $630,000; Ms. Briansky: $640,500; and Mr. Coleman: $297,568. The actual payouts under the 2026 AIP, which

  83. Grants of Plan-Based Awards in Fiscal Year 2026

    | INNOVATION WITH PURPOSE | 50 |

  84. Grants of Plan-Based Awards in Fiscal Year 2026

    are expected to be made in the first quarter of fiscal year 2027 to our eligible NEOs, are: Mr. D’Antilio: $171,012; Mr. Madormo: $576,135; Ms. Briansky: $585,737; and Mr. Coleman: $272,127. Represents the threshold, target and maximum payout levels for PSU awards (including AIP PSUs) granted in fiscal year 2026. 4. Amounts in this column represent RSUs granted to NEOs in fiscal year 2026. 5. 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 27, 2026 included in the 2026 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. Unlike the AIP for fiscal year 2026 described above in footnote 2, there is no individual performance adjustments under the AIP PSUs. Therefore, threshold payout levels presented in the table for these awards assume that only one of two 50% weighted metrics were the only metric achieved and it funded at its threshold payout level (50%), representing 25% of the total target AIP PSU award. Maximum payout level assumes both 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 KPIs (30% weighting of target), achieved at its threshold payout level (50%), and applying the minimum TSR Multiplier of 0.8x (12% 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.

  85. Grants of Plan-Based Awards in Fiscal Year 2026

    | INNOVATION WITH PURPOSE | 51 |

  86. Outstanding Equity Awards at Fiscal Year-End 2026

    Outstanding Equity Awards at Fiscal Year-End 2026 The following table details the number of stock awards outstanding for each NEO as of March 27, 2026. None of our NEOs held any option awards as of March 27, 2026.

  87. Outstanding Equity Awards at Fiscal Year-End 2026

    | | | 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 | 5/16/2022 | 5,537 | 2 | 166,774 | - | | - | | | 5/15/2023 | 5,273 | 3 | 158,823 | - | | - | | | 5/15/2023 | 4,459 | 4 | 134,305 | - | | - | | | 6/11/2024 | 16,558 | 5 | 498,727 | - | | - | | | 6/11/2024 | - | 6 | - | 37,257 | 6 | 1,122,181 | | | 5/15/2025 | 150,226 | 7 | 4,524,807 | - | | - | | | 5/15/2025 | 80,140 | 8 | 2,413,817 | | | - | | | 5/15/2025 | - | 9 | - | 300,452 | 9 | 9,049,614 | | Derek P. D’Antilio | 5/16/2022 | 6,389 | 2 | 192,437 | - | | - | | | 5/15/2023 | 7,031 | 3 | 211,774 | - | | - | | | 5/15/2023 | 5,945 | 4 | 179,063 | - | | - | | | 6/11/2024 | 22,997 | 5 | 692,670 | - | | - | | | 6/11/2024 | - | 6 | - | 51,746 | 6 | 1,558,590 | | | 5/15/2025 | 65,098 | 7 | 1,960,752 | - | | - | | | 5/15/2025 | 25,692 | 8 | 773,843 | - | | - | | | 5/15/2025 | - | 9 | - | 130,200 | 9 | 3,921,624 | | Richard A. Madormo | 3/24/2025 | 14,626 | 10 | 440,535 | - | | - | | | 5/15/2025 | 37,557 | 7 | 1,131,217 | - | | - | | | 5/15/2025 | - | 9 | - | 75,114 | 9 | 2,262,434 | | Sharon S. Briansky | 5/16/2022 | 4,259 | 2 | 128,281 | - | | - | | | 5/15/2023 | 3,867 | 3 | 116,474 | - | | - | | | 5/15/2023 | 3,270 | 4 | 98,492 | - | | - | | | 6/11/2024 | 11,499 | 5 | 346,350 | - | | - | | | 6/11/2024 | - | 6 | - | 25,875 | 6 | 779,355 | | | 5/15/2025 | 35,053 | 7 | 1,055,796 | - | | - | | | 5/15/2025 | - | 9 | - | 70,108 | 9 | 2,111,653 | | Troy T. Coleman | 11/11/2025 | 73,530 | 7 | 2,214,724 | - | | - |

  88. Outstanding Equity Awards at Fiscal Year-End 2026

    1. Market values are based on the closing price of our Common Stock on Nasdaq of $30.12 as of March 27, 2026, the last trading day of our 2026 fiscal year. 2. Represents remaining RSUs from an award that vested in substantially equal installments on each of the first four anniversaries of May 16, 2022. On May 16, 2026, the remaining portion of the award shown in the table vested in full for the number of shares shown in the table. 3. Represents RSUs that vested in substantially equal installments on each of the first three anniversaries of May 16, 2023. On May 16, 2026, the remaining portion of the award shown in the table vested in full for the number of shares shown in the table. 4. Represents PSUs that vested 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 shown represent the unvested portion of the award at the end of the 2026 fiscal year for relative TSR, cumulative Performance EBITDA, and Cumulative Cycle Time and are shown at the actual performance of 0% for relative TSR, 75.8% for fiscal year 2024 cumulative Adjusted EBITDA, 0% for fiscal year 2024-2026 cumulative Performance EBITDA, and 100% for Cumulative Cycle Time. On May 16, 2026, the remaining portion of the award shown in the table vested in full for the number of shares shown in the table. 5. Represents RSUs that vest in substantially equal installments on each of the first three anniversaries of May 16, 2024. On May 16, 2026, one half of the RSUs shown in the table vested. 6. Represents PSUs that vest on the attainment of specified performance goals linked to relative TSR and specified financial goals and product development goals over a performance period covering fiscal years 2025 through 2027. Amounts are shown at target level because these metrics were trending above threshold but below target at fiscal year end. The award is scheduled to vest on May 16, 2027. Represents RSUs that vest in substantially equal installments on each of the first three anniversaries of May 16, 2025. On May 16, 2026, one third of the RSUs shown in the table vested.

  89. Outstanding Equity Awards at Fiscal Year-End 2026

    | INNOVATION WITH PURPOSE | 52 |

  90. Outstanding Equity Awards at Fiscal Year-End 2026

    Represents AIP PSUs that vested on the attainment of specified financial goals and product development goals over a performance period covering fiscal year 2026. Amounts are shown at the actual performance level of 182.9% for the metrics. On May 16, 2026, the award shown in the table vested in full for the number of shares shown in the table. 9. 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 2026 through 2028. Amounts are shown at the maximum level because these metrics were trending above target but below maximum at fiscal year end. The award is scheduled to vest on May 16, 2028. 10. Represents RSUs that vested 50% on March 24, 2026, with 25% scheduled to vest on each of March 24, 2027 and March 24, 2028. The remaining 50% of this award shown in the table will vest in substantially equal installments on March 24, 2027 and on March 24, 2028.

  91. Option Exercises and Stock Vested in Fiscal Year 2026

    Option Exercises and Stock Vested in Fiscal Year 2026 The following table sets forth information for our NEOs regarding the value realized during the 2026 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 27, 2026.

  92. Option Exercises and Stock Vested in Fiscal Year 2026

    | | Stock Awards | | | Executive Officers | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting 1 ($) | | Michael C. Doogue | 55,212 | 1,518,882 | | Derek P. D’Antilio | 118,988 | 4,001,282 | | Richard A. Madormo | 14,626 | 476,515 | | Sharon S. Briansky | 75,690 | 2,522,347 | | Troy T. Coleman | — | — |

  93. Option Exercises and Stock Vested in Fiscal Year 2026

    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.

  94. 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 27, 2026.

  95. 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 | — | 27,685 | 71,760 | — | 837,122 | | Derek P. D’Antilio | 10,788 | 8,027 | 114,993 | — | 1,005,709 | | Richard A. Madormo | — | — | — | — | — | | Sharon S. Briansky | 84,539 | 5,904 | 29,168 | — | 446,621 | | Troy T. Coleman | 21,750 | — | (1,329) | — | 20,421 |

  96. 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.

  97. Nonqualified Deferred Compensation Table

    | INNOVATION WITH PURPOSE | 53 |

  98. 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 27, 2026, and we used the closing price per share on Nasdaq of our Common Stock on March 27, 2026 ($30.12), the last trading day of the 2026 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 27, 2026; • the Company’s relative TSR over a specified period and its performance against certain financial and/or business objectives established for determining the level of payment and/or vesting of outstanding, but unvested, stock awards; and • the Company’s stock price as of the date of such event. Specifically excluded from the information and tables below are any amounts which are not contingent upon the occurrence of the triggering event(s) or payments pursuant to Company benefit plans that are generally available to all U.S. salaried employees of the Company and do not discriminate in scope or terms of operation in favor of our NEOs (e.g., term life insurance, long-term disability insurance, etc.). Severance and Employment Agreements In connection with his promotion to CEO, on February 23, 2025, the Company entered into an employment agreement with Mr. Doogue (the “Employment Agreement”). Pursuant to the Employment Agreement, effective as of February 23, 2025, Mr. Doogue’s annual base salary was increased from $400,000 to $700,000, and his annual target bonus was increased from 75% to 125% of his annual base salary. Mr. Doogue did not receive any cash payments or new equity awards in connection with his promotion. 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 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 Messrs. Madormo and Coleman in March 2025 and November 2025, respectively, in connection with their hiring (the “Madormo Severance Agreement” and “Coleman Severance Agreement” and, together with the Briansky Severance Agreement and the D’Antilio Severance Agreements, the “Severance Agreements”).

  99. Potential Payments upon Termination or Change in Control

    | INNOVATION WITH PURPOSE | 54 |

  100. 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 case of Mr. Doogue) 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:

  101. Potential Payments upon Termination or Change in Control

    | Benefit upon Qualifying Termination under applicable NEO agreement | Michael C. Doogue | Derek P. D’Antilio | Richard A. Madormo / Sharon S. Briansky / Troy T. Coleman | | 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 | |

  102. 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. Following a market review of executive severance terms, the Compensation Committee amended, on a prospective basis for new executive officers, the Company’s form of executive severance agreement to, among other things, reduce the period of continued Company-paid health care coverage post-termination to 12 months. Mr. Coleman’s agreement is on the new form and provides for 12 months of continued Company-paid health care coverage post-termination. All other NEOs have 18 months of Company-paid health care coverage post-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.

  103. Potential Payments upon Termination or Change in Control

    | INNOVATION WITH PURPOSE | 55 |

  104. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or a Change in Control Under the terms of the executive RSU and PSU award agreements, 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 Mr. D’Antilio’s and Ms. Briansky’s Severance Agreements each provide that in the event that the cash severance and prorated bonus benefits set forth in the table in the “Severance and Employment Agreements” section above, the health care continuation coverage benefit, and/or any other payment, coverage or benefit, including any accelerated vesting of Company equity compensation, provided in respect of Mr. D’Antilio’s or Ms. Briansky’s employment or termination of employment would constitute “parachute payments” within the meaning of Section 280G(b)(2) of the Code or would subject Mr. D’Antilio or Ms. Briansky to an excise tax under Section 4999 of the Code, then, provided that the requirements of Treas. Reg. Section 1.280G-1 Q&A-6(a)(2)(i) are met, the Company shall use its reasonable best efforts to obtain shareholder approval with respect to such parachute payments pursuant to Section 280G(b)(5)(B) of the Code, subject to Mr. D’Antilio’s or Ms. Briansky’s execution of a contingent waiver of his or 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 and the Severance Agreements with Messrs. Madormo and Coleman each contain a provision that provides that in the event that any payment or benefit received or to be received by Mr. Doogue, Mr. Madormo or Mr. Coleman, as applicable, 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 such executive 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.

  105. Potential Payments upon Termination or Change in Control

    | INNOVATION WITH PURPOSE | 56 |

  106. 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 27, 2026 and, where applicable, using a price of our Common Stock of $30.12, which was the closing price of our Common Stock on Nasdaq on March 27, 2026, the last trading day of the 2026 fiscal year:

  107. 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 | 43,821 | 13,970,027 | 18,038,848 | | Death/Disability | — | — | — | 7,019,138 | 7,019,138 | | Qualifying Termination | 3,150,000 | 875,000 | 43,821 | 7,019,138 | 11,087,959 | | Derek P. D’Antilio | | | | | | | Termination Following Change in Control | 1,683,000 | 374,000 | 43,821 | 7,714,459 | 9,815,280 | | Death/Disability | — | — | — | 4,106,595 | 4,106,595 | | Qualifying Termination | 1,683,000 | 374,000 | 43,821 | 4,106,595 | 6,207,416 | | Richard A. Madormo | | | | | | | Termination Following Change in Control | 735,000 | 315,000 | 43,821 | 2,809,421 | 3,903,242 | | Death/Disability | — | — | — | 1,007,268 | 1,007,268 | | Qualifying Termination | 735,000 | 315,000 | 43,821 | 1,007,268 | 2,101,089 | | Sharon S. Briansky | | | | | | | Termination Following Change in Control | 747,250 | 320,250 | 28,348 | 3,679,933 | 4,775,781 | | Death/Disability | — | — | — | 1,770,508 | 1,770,508 | | Qualifying Termination | 747,250 | 320,250 | 28,348 | 1,770,508 | 2,866,356 | | Troy T. Coleman | | | | | | | Termination Following Change in Control | 761,250 | 148,784 | 29,214 | 2,214,724 | 3,153,972 | | Death/Disability | — | — | — | 738,241 | 738,241 | | Qualifying Termination | 761,250 | 148,784 | 29,214 | 738,241 | 1,677,489 |

  108. 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 27, 2026 ($30.12). 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 27, 2026 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 27, 2026, these PSUs are valued and presented in the table as follows: a. 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 27, 2026 were, in aggregate, trending at or below target and would have paid out at target, for a hypothetical termination event on March 27, 2026, so these performance factors were used to calculate the value of the FY25 PSUs as of March 27, 2026. b. FY26 PSUs - For PSUs granted in fiscal year 2026 (“FY26 PSUs”), per the terms of the award agreement the performance metrics for performance periods ending after March 27, 2026 were, in aggregate, trending above target and would have paid out at trending performance, for a hypothetical termination event on March 27, 2026, so these performance factors were used to calculate the value of the FY26 PSUs as of March 27, 2026. 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 27, 2026.

  109. Potential Payments upon Termination or Change in Control

    | INNOVATION WITH PURPOSE | 57 |

  110. Potential Payments upon Termination or Change in Control

    2026 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 2026 services.

  111. Potential Payments upon Termination or Change in Control

    | Directors 1 | Fees Earned or Paid in Cash 2 ($) | Stock Awards 3 ($) | All Other Compensation 4 ($) | Total ($) | | Joseph Martin 5 | 138,167 | 182,231 | — | 320,398 | | Katsumi Kawashima 6 | — | — | — | — | | Richard Lury 7 | 89,239 | 182,231 | — | 271,470 | | Susan Lynch 8 | 109,239 | 182,231 | — | 291,470 | | Krishna Palepu 9 | 86,857 | 182,231 | — | 269,088 | | Mary Puma 10 | 100,243 | 182,231 | 5,000 | 287,474 | | Jennie Raubacher 11 | 86,168 | 182,231 | 5,000 | 273,399 | | Yoshihiro (Zen) Suzuki 12 | 77,010 | 182,231 | — | 259,241 |

  112. Potential Payments upon Termination or Change in Control

    1. Mr. Doogue is not included in this table because he was an employee of the Company during fiscal year 2026 and did not receive any compensation for his service as a director. All compensation paid to Mr. Doogue for the services he provided to the Company during fiscal year 2026 is reflected in the Summary Compensation Table. Messrs. White and Willett are not included because they joined the Board after the end of fiscal year 2026. 2. Amounts represent the annual cash retainer(s) paid in respect of services provided in fiscal year 2026, 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 2026 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 27, 2026 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 27, 2026 by each non-employee director who was serving as of March 27, 2026. None of our non-employee directors held any vested or unvested stock options as of March 27, 2026.

  113. Potential Payments upon Termination or Change in Control

    | Directors | Unvested Restricted Stock Units Outstanding at 2026 Fiscal Year End * (#) | | Joseph Martin | 5,932 | | Katsumi Kawashima | — | | Richard Lury | 5,932 | | Susan Lynch | 5,932 | | Krishna Palepu | 5,932 | | Mary Puma | 5,932 | | Jennie Raubacher | 5,932 | | Yoshihiro (Zen) Suzuki | 5,932 |

  114. 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. 4. Amounts represent matching contributions by the Company to qualified charitable organizations under our director gift matching program. Amount represents fees paid in fiscal year 2026 for the Board retainer and for services provided as the Lead Independent Director, the Chair of the Board, a member and Chair of the NGC, a member of the Strategy Committee, and a member of the Audit Committee during all or a portion of the fiscal year.

  115. Potential Payments upon Termination or Change in Control

    | INNOVATION WITH PURPOSE | 58 |

  116. Potential Payments upon Termination or Change in Control

    During fiscal year 2026, Mr. Kawashima served on our Board as a designee of Sanken. Mr. Kawashima did not receive compensation for his service on our Board. 7. Amount represents fees paid in fiscal year 2026 for the Board retainer and for services provided as a member of the NGC, a member of the Compensation Committee, and a member of the Strategy Committee during all or a portion of the fiscal year. 8. Amount represents fees paid in fiscal year 2026 for the Board retainer and for services provided as Chair and a member of the Audit Committee, a member of the Compensation Committee and a member of the Strategy Committee during all or a portion of the fiscal year. 9. Amount represents fees paid in fiscal year 2026 for the Board retainer and for services provided as a member of the Chair of the NGC and as a member of the Strategy Committee during all or a portion of the fiscal year. 10. Amount represents fees paid in fiscal year 2026 for the Board retainer and for services provided as Chair and a member of the Compensation Committee, a member of the Strategy Committee and a member of the NGC during all or a portion of the fiscal year. 11. Amount represents fees paid in fiscal year 2026 for the Board retainer and for 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. 12. Amount represents fees paid in fiscal year 2026 for the Board retainer and for services provided as the Chair of the Board and a member of the Strategy Committee during all or a portion of the fiscal year.

  117. Director Compensation Program

    Director Compensation Program Our director compensation program for fiscal year 2026 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”). Meridian performs a biennial competitive market analysis of our director compensation programs to ensure that the total compensation packages the eligible, non-employee members of our Board are within a reasonably competitive range of companies of similar industry, size and complexity. The Board, upon the recommendation of the Compensation Committee, amended the non-employee director compensation program twice during fiscal year 2026 to ensure our compensation remains competitive and aligned with our governance structure. In August 2025, the Board increased the total annual cash compensation retainer provided to the Chair of the Board to $140,000. The Compensation Committee also elected to perform an off-cycle review in November 2025 to ensure our program remained aligned with the rapidly evolving competitive landscape. Following an analysis prepared by Meridian, it was determined that certain components of our director compensation were not aligned with market competitive practices of our peer group. To ensure our ability to continue to attract and retain high-caliber director talent with the specialized industry expertise required to oversee our strategic objectives, the Board, upon the recommendation of the Compensation Committee, approved targeted adjustments to our director compensation policy. These adjustments, which include changing from annual RSU grants to fully vested Common Stock, reimbursement of spousal travel in connection with certain Board-related functions, and introducing a non-qualified deferred compensation plan, were intended to bring our director compensation into closer alignment with our peer group and better reflect the significant time commitment and responsibilities associated with service on our Board. Accordingly, the cash compensation reported in the “Fees Earned or Paid in Cash” column of the Director Compensation table above reflects the prorated impact of the program amendments. The amendments to the non-employee director compensation program in November 2025 also included (1) the addition of the Director Deferred Compensation Plan as defined and described below and (2) the removal of the annual cash retainer for the Strategy Committee Chair of $10,000 and the annual cash retainer for members of the Strategy Committee of $8,500, both of which were removed in connection with the Board’s decision to dissolve the Strategy Committee in November 2025. Annual Cash Compensation

  118. Director Compensation Program

    | Compensation for Eligible Directors | Annualized Cash Retainer ($) | | Annual Cash Retainer (Chairman of the Board) | 140,000 | | Annual Cash Retainer (Other than Chairman of the Board) | 70,000 | | 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 | 12,500 | | Additional Cash Retainer for member of Audit Committee | 10,000 | | Additional Cash Retainer for member of Compensation Committee | 10,000 | | Additional Cash Retainer for member of NGC | 5,000 |

  119. Director Compensation Program

    | INNOVATION WITH PURPOSE | 59 |

  120. 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 2026, 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 $205,000, 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. Deferred Compensation Plan In November 2025, upon the recommendation of the Compensation Committee, the Board adopted the Allegro MicroSystems, Inc. Nonqualified Deferred Compensation Plan for Directors (the “Director Deferred Compensation Plan”), which became effective for compensation earned in calendar year 2026. The plan is intended to further align the long-term interests of our non-employee directors with those of our shareholders by providing them with an opportunity to increase their ownership stake in the Company. Under the terms of the plan, eligible U.S.-based directors may make an irrevocable annual election to defer, on an “all-or-nothing” basis, 100% of their annual cash retainer fees and/or 100% of their annual equity grant. All amounts deferred under the plan are converted into and held as deferred stock units, ensuring the value of the deferred compensation is directly tied to our stock performance. These amounts are fully vested at the time of deferral and the underlying stock is distributed to the director following a separation from service from the Board. For compensation earned in fiscal year 2026, no eligible directors under the Director Deferred Compensation Plan elected to defer any amounts under the plan. 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.

  121. Director Compensation Program

    | INNOVATION WITH PURPOSE | 60 |

  122. Director Compensation Program

    Other Compensation The Company may, from time to time, reimburse non-employee directors for travel expenses incurred by their spouses or partners to attend certain Board-related functions. The Compensation Committee and the Board believe this practice fosters greater collegiality and a more cohesive and effective Board. In accordance with SEC regulations, the incremental cost to the Company for such travel is considered a perquisite. The fair market value of this benefit is treated as taxable imputed income to the director, and the director is responsible for paying all applicable income taxes on this amount. For compensation earned in fiscal year 2026, no director received perquisites, including spousal travel reimbursement, with a total value of $10,000 or more.

  123. Pay Versus Performance

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

  124. 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 ($) | Net (Loss) Income ($ Thousands) | Performance EBIT ($ Thousands) ⁵ | | 2026 | — | — | 10,459,680 | — | — | 13,192,521 | 3,405,613 | 4,341,697 | 119.19 | 240.08 | (14,653) | 125,577 | | 2025 | — | 11,005,040 | 2,930,527 | — | 9,559,892 | 1,766,319 | 2,807,168 | 1,725,409 | 98.38 | 137.94 | (72,763) | 68,556 | | 2024 | — | 7,001,603 | — | — | (4,253,826) | — | 2,280,501 | (3,628,582) | 106.69 | 157.91 | 152,888 | 306,175 | | 2023 | 35,348,581 | 10,128,514 | — | 8,300,753 | 22,659,744 | — | 3,289,690 | 9,200,243 | 189.91 | 104.01 | 187,494 | 282,560 | | 2022 | 11,191,041 | — | — | 21,149,326 | — | — | 4,272,620 | 3,460,448 | 115.47 | 113.49 | 119,555 | 180,627 |

  125. Pay Versus Performance

    1. Ravi Vig was our PEO during fiscal year 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 and for all of fiscal year 2026. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  126. Pay Versus Performance

    | 2022 | 2023 & 2024 | 2025 | 2026 | | Derek P. D’Antilio | Derek P. D’Antilio | Derek P. D’Antilio | Derek P. D’Antilio | | Michael C. Doogue | Michael C. Doogue | Suman S. Narayan | Richard A. Madormo | | Max R. Glover | Max R. Glover | Sharon S. Briansky | Sharon S. Briansky | | Thomas C. Teebagy, Jr. | Sharon S. Briansky | Max R. Glover | Troy T. Coleman | | Paul V. Walsh, Jr. | | | | | Christopher E. Brown | | | |

  127. 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.

  128. Pay Versus Performance

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  129. Pay Versus Performance

    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 2022, 2023, 2024, 2025 and 2026 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.

  130. 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 ($) | Compensation Actually Paid to Michael C. Doogue ($) | | 2026 | 10,459,680 | (9,685,198) | 12,418,039 | 13,192,521 |

  131. Pay Versus Performance

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2026 | 3,405,613 | (2,532,292) | 3,468,376 | 4,341,697 |

  132. Pay Versus Performance

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

  133. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for 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 ($) | | 2026 | 12,291,580 | (20,641) | — | 147,100 | — | — | 12,418,039 |

  134. 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 ($) | | 2026 | 3,010,840 | 7,909 | — | 449,627 | — | — | 3,468,376 |

  135. 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 2025, 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 2026. Performance EBIT is a non-GAAP financial measure explained in Appendix A of this proxy statement.

  136. Pay Versus Performance

    | INNOVATION WITH PURPOSE | 62 |

  137. 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 $25,000 $20,000 $15,000 $10,000 $5,000 $0 ($5,000) $(10,000) fy 2022 fy 2023 fy 2024 fy 2025 fy 2026 300 250 200 150 100 50 0 tsr peo - 1 rv peo 3 - md peo -2 vn avg neo Company tsr (FY22 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 income $25,000 $20,000 $15,000 $10,000 $5,000 $0 ($5,000) $(10,000) fy 2022 fy 2023 fy 2024 fy 2025 fy 2026 $250,000 $200,000 $150,000 $100,000 $50,000 $- $950,000) $(100,000) net income ($k) cap ($K) peo 1-rv peo 22 - vn peo 3 - MD avg NEO net income ($K)

  138. Pay Versus Performance

    | INNOVATION WITH PURPOSE | 63 |

  139. 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 $25,000 $20,000 $15,000 $10,000 $5,000 $0 ($5,000) $(10,000) cap ($k) peo 1 - rv peo 2 - vn peo 3 - md avg neo performance ebit ($k) fy 2022 fy 2023 fy 2024 fy 2025 fy 2026 $350,000 $300,000 $250,000 $200,000 $150,000 $100,000 $100,000 $50,000 $- performance ebit ($K) Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to be the most important in linking CAP to our PEOs and Non-PEO NEOs for 2026 to Company performance. The measures in this table are not ranked.

  140. Pay Versus Performance

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

  141. 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 2026 to our CEO as of the end of our 2026 fiscal year, using the same methodology as was used to calculate the amounts in the Summary Compensation Table on page 49 was $10,459,680. The annual total compensation for fiscal year 2026 for our median-compensated employee, determined to be an employee located in the Philippines, and identified as discussed below, was $7,419, as calculated in accordance with the rules applicable to the Summary Compensation Table. Based on this information, for fiscal year 2026, the ratio of the annual total compensation of our CEO to the total annual compensation of our median-compensated employee was approximately 1,410 to 1.

  142. CEO Pay Ratio

    | INNOVATION WITH PURPOSE | 64 |

  143. CEO Pay Ratio

    Methodology, Assumptions and Estimates Used in Determining our Pay Ratio Disclosure For our 2026 pay ratio, we evaluated our workforce as of December 31, 2025 and used fiscal year 2026 as the measurement period. We identified the median-compensated employee using the consistently applied compensation measure of annualized base pay in U.S. dollars for each employee employed as of December 31, 2025. We annualized the compensation measure for permanent employees who joined in calendar year 2025. We captured all full-time, part-time, seasonal and temporary employees, consisting of approximately 4,375 individuals. Mr. Doogue served as our CEO for all of fiscal year 2026. 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. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who beneficially own more than 10% of our Common Stock, to file with the SEC initial reports of ownership and reports of changes in ownership of our Common Stock and other equity securities. To assist our directors and executive officers in meeting these requirements, the Company takes on the responsibility of preparing and filing these reports on their behalf. Based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, we believe that during the fiscal year ended March 27, 2026, all of our officers, directors, and greater than 10% beneficial owners complied with all applicable Section 16(a) filing requirements, with the exception of one Form 4 report for Ian Kent, Senior Vice President of Global Operations, reporting a single transaction that was not filed on a timely basis due to an administrative error.

  144. CEO Pay Ratio

    | INNOVATION WITH PURPOSE | 65 |

  145. 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 10, 2026, 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 10, 2026 is computed on the basis of 186,309,064 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 10, 2026, 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.

  146. 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 | 32.1% | | FMR LLC 2 | 27,421,206 | 14.7% | | Vanguard Group 3 | 14,719,541 | 7.9% | | Capital Research Global Investors 4 | 13,111,292 | 7.0% | | BlackRock Inc. 5 | 12,843,406 | 6.9% | | Named Executive Officers and Directors | | | | Sharon S. Briansky | 34,782 | * | | Troy T. Coleman | 10,340 | * | | Derek P. D’Antilio | 154,476 | * | | Michael C. Doogue 6 | 346,308 | * | | Katsumi Kawashima | — | * | | Richard R. Lury 7 | 18,857 | * | | Susan D. Lynch 7 | 12,805 | * | | Richard A. Madormo | 10,208 | * | | Joseph R. Martin 7 | 35,179 | * | | Krishna G. Palepu 7, 8 | 10,511 | * | | Mary G. Puma 7 | 17,483 | * | | Jennie M. Raubacher 7 | 14,976 | * | | Yoshihiro (Zen) Suzuki 7 | 213,560 | * | | Brian C. White | — | * | | Robert J. Willett 9 | 1,094 | * | | All executive officers and directors as a group (17 individuals) | 889,536 | 0.5% |

  147. 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 6, 2026 by FMR LLC (the “FMR Schedule 13G/A”). FMR LLC is the beneficial owner of 27,421,206 shares of our Common Stock, with the sole power to vote or to direct the vote on 27,384,848 shares of our Common Stock and the sole power to dispose or to direct the disposition of 27,421,206 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 predominant owners of FMR LLC, may be

  148. CEO Pay Ratio

    | INNOVATION WITH PURPOSE | 66 |

  149. CEO Pay Ratio

    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 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. The Vanguard Group subsequently reported that due to an internal realignment it no longer has, or is deemed to have, beneficial ownership over our Common Stock beneficially owned by various Vanguard Group subsidiaries and/or business divisions. The Vanguard Group also reported that certain subsidiaries or business divisions that formerly had, or were deemed to have, beneficial ownership with Vanguard Group, will report beneficial ownership separately (on a disaggregated basis). 4. Based on a Schedule 13G/A filed with the SEC on February 12, 2026 (the “CRGI Schedule 13G/A”) by Capital Research Global Investors (“CRGI”). CRGI reported in the CRGI Schedule 13G/A 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/A that it is deemed to be the beneficial owner of 13,111,292 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 13,111,292 shares of our Common Stock. The address of CRGI is 333 South Hope Street, 55th Floor, Los Angeles, CA 90071. 5. 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. 6. Includes 346,308 shares of Common Stock held by The Michael C. Doogue Revocable Trust of 2015, of which Mr. Doogue is a trustee, including 93,511 shares of Common Stock transferred from direct to indirect ownership on June 5, 2026. 7. Includes 5,932 RSUs that will vest on August 5, 2026. 8. Includes 550 shares of Common Stock held indirectly by Dr. Palepu’s spouse. Consists of RSUs that will vest on August 5, 2026.

  150. CEO Pay Ratio

    | INNOVATION WITH PURPOSE | 67 |

  151. CEO Pay Ratio

    CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS