ALLEGRO MICROSYSTEMS INC (ALGM)
Sector: Information Technology
2025 Annual Meeting Analysis
ALLEGRO MICROSYSTEMS INC · Meeting: August 7, 2025
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Michael C. Doogue, Katsumi Kawashima and Yoshihiro (Zen) Suzuki as Class II Directors
Doogue became CEO only in February 2025 and has served as a director for less than 24 months, making him exempt from the TSR underperformance trigger under policy; he brings over 25 years of deep technical and operational experience at Allegro and holds no other public company board seats.
Kawashima joined the board in June 2022 — just over 3 years ago — and while the 3-year TSR trigger is technically in scope, Allegro's 3-year return of -30.8% versus the peer group median of -12.5% produces a gap of -18.3 percentage points, which falls just below the 20-percentage-point threshold required to trigger a No vote under policy; additionally, the 5-year TSR gap of +1.1 percentage points versus peers shows no sustained underperformance, and Kawashima holds only one other public board seat (Sanken), well within the four-seat limit.
Suzuki has served since 2001 and the peer-group-based 3-year TSR gap of -18.3 percentage points does not meet the 20-percentage-point threshold required to trigger a No vote for directors with negative absolute 3-year returns; the 5-year TSR is nearly in line with peers (+1.1pp), confirming no sustained underperformance; he holds no current public board seats and passed the overboarding test.
All three Class II nominees pass the policy screens. The 3-year TSR underperformance gap of 18.3 percentage points versus the company-disclosed peer group median falls just short of the 20-percentage-point trigger threshold applicable when absolute 3-year TSR is negative. The 5-year TSR gap of +1.1 percentage points further confirms the recent trough does not represent sustained multi-year underperformance. No overboarding, attendance, independence, or qualifications concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Michael C. Doogue
Total Comp
$2,278,196
Prior Support
99%%
The new CEO's reported total compensation of $2,278,196 reflects only a partial-year tenure in the CEO role (appointed February 2025) and is well below the typical benchmark for a CEO at a $6 billion technology company, posing no pay-level concern. The pay mix is strongly performance-oriented — roughly 91% variable for the prior CEO and 83% for other named executives — with meaningful performance conditions: the annual bonus pool funded at only 36.3% of target because the company missed its operating income and revenue goals, demonstrating that the incentive structure is working as intended and protecting shareholders from paying full bonuses in a down year. Governance practices are sound: a Nasdaq-compliant clawback policy is in place, the prior year's say-on-pay vote received 99% support, no tax gross-ups are provided, and equity dilution from executive awards appears modest relative to the roughly 185 million shares outstanding.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
3 yrs
Audit Fees
$3,076,775
Non-Audit Fees
$87,125
PwC has audited Allegro since June 2022 — approximately 3 years — well below the 25-year tenure threshold; non-audit fees of $87,125 (audit-related $45,000 + tax $40,000 + other $2,125) represent only about 2.8% of audit fees of $3,076,775, comfortably below the 50% independence threshold; PwC is a Big 4 firm appropriate for a company of Allegro's size and complexity; no material restatements were identified.
Overall Assessment
The 2025 Allegro MicroSystems annual meeting presents three standard proposals — director elections, auditor ratification, and say-on-pay — all of which pass the applicable policy screens and receive a FOR vote determination. The company's 3-year stock underperformance versus its compensation peer group is real but falls just below the policy's trigger threshold, and the 5-year relative return shows no sustained underperformance; PwC's tenure is short, fees are clean, and CEO compensation reflects a mid-year transition at a below-benchmark level.
Compensation Peer Group
17 companies disclosed in 2025 proxy filing