Allegro MicroSystems (ALGM) Proxy Filing summary

Executive summary

• Record net sales of $1.05 billion in FY2024, up 8% year-over-year, with strong growth in automotive and industrial segments but a decline in consumer and smart home products.

• GAAP gross margin declined to 54.8% from 56.1% in FY23; net cash from operations was $182 million, ending the year with $222 million in cash.

• ESG initiatives focused on product impact, environmental sustainability, workforce diversity, supply chain engagement, and community involvement.

• The annual meeting will be held virtually on August 8, 2024, with shareholders of record as of June 12, 2024, eligible to vote.

Voting matters and shareholder proposals

• Election of four Class I Directors (Katsumi Kawashima, Joseph R. Martin, Vineet Nargolwala, Mary G. Puma) to serve until 2027.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for FY ending March 28, 2025.

• Advisory vote on executive compensation (say-on-pay).

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 11 members divided into three classes with staggered three-year terms.

• Six of 11 directors are independent under Nasdaq rules.

• Board committees: Audit, Compensation, Nominating and Corporate Governance (NCGC), and Strategy.

• Board diversity: 3 women, 4 Asian, 2 racially/ethnically diverse; skills matrix includes expertise in automotive, finance, legal, technology, and ESG.

• Stockholders Agreement gives Sanken and NCGC director nomination rights based on ownership thresholds.