Document

DEF 14A 1 proxystatement2022.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to

Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:



☐						Preliminary Proxy Statement

☐						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒						Definitive Proxy Statement

☐						Definitive Additional Materials

☐						Soliciting Material under §240.14a-12

Allegro MicroSystems, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


			2022NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
						Innovation with Purpose Allegro microsystems

LETTER TO SHAREHOLDERS

Manchester, NH

June 22, 2022

Dear Shareholder,

You are cordially invited to attend the 2022 Annual Meeting of Shareholders (the “Annual Meeting”) of Allegro MicroSystems, Inc. at 8:30 a.m. Eastern time on Thursday, August 4, 2022. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. We believe that the online, virtual meeting format enables the Annual Meeting to be accessible for all of our shareholders despite the uncertainty regarding the public health situation caused by COVID-19.

Holders of record of the Company’s outstanding shares of common stock, as of the close of business on June 9, 2022 are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment of the Annual Meeting. The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting.

Every shareholder vote is important. Whether or not you plan to attend the Annual Meeting online, it is important that your shares of common stock be represented and voted at the Annual Meeting. Therefore, I urge you to promptly submit your proxy even if you plan to attend the Annual Meeting. To submit a proxy to vote your shares over the Internet or by telephone, please follow the instructions on your proxy card, Notice of Internet Availability of Proxy Materials or voting instruction form. If you decide to attend the Annual Meeting, you will be able to vote online, even if you have previously submitted your proxy.

On behalf of the Board of Directors, thank you for your support of Allegro MicroSystems.

Sincerely,

Yoshihiro (Zen) Suzuki

Chairman of the Board of Directors


			INNOVATION WITH PURPOSE

ALLEGRO MICROSYSTEMS, INC.

NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS

Date and Time

Location

Who Can Vote

August 4, 2022 (Thursday) 8:30 a.m. Eastern time

Online at: https:// meetnow.global/MMASC6Z

Shareholders as of
June 9, 2022 are
eligible to vote


Time			8:30 a.m., Eastern time on Thursday, August 4, 2022

Place			You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting by visiting: https://meetnow.global/MMASC6Z at the meeting date and time. Beneficial holders may be required to register in advance to attend the Annual Meeting, See the attached proxy statement for additional information. There is no physical location for the Annual Meeting.

Items of Business			1.To elect Yoshihiro (Zen) Suzuki, David J. Aldrich, Kojiro (Koji) Hatano and Paul Carl (Chip) Schorr IV as Class II Directors to serve until the 2025 Annual Meeting of Shareholders, and until each such director’s respective successor is elected and qualified; 2.To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2023; 3.To approve, on an advisory basis, the preferred frequency of future advisory votes on executive compensation; and 4.To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting.

Voting			Your vote is very important. Please submit your proxy even if you plan to attend the Annual Meeting. To submit a proxy to vote your shares over the Internet or by telephone, please follow the instructions on your proxy card, Notice of Internet Availability of Proxy Materials or voting instruction form.

Who Can Vote			Holders of record of our outstanding shares of common stock as of the close of business on June 9, 2022 are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment of the Annual Meeting. A complete list of such shareholders will be open to the examination of any shareholder for a period of ten days prior to the Annual Meeting for a purpose germane to the Annual Meeting at the Company’s offices at 955 Perimeter Road, Manchester, New Hampshire, 03103. The list of these shareholders will also be available to view during the Annual Meeting for shareholders that attend the meeting online at the website noted above.


			INNOVATION WITH PURPOSE

TABLE OF CONTENTS


PROXY STATEMENT SUMMARY			1
FISCAL YEAR 2022 BUSINESS HIGHLIGHTS			3
CORPORATE RESPONSIBILITY AND SUSTAINABILITY HIGHLIGHTS			4
QUESTIONS AND ANSWERS ABOUT THE 2022 ANNUAL MEETING OF SHAREHOLDERS			9
PROPOSALS TO BE VOTED ON			13
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS			27
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND OTHER MATTERS			28
EXECUTIVE OFFICERS			29
CORPORATE GOVERNANCE			31
COMMITTEES OF THE BOARD			36
EXECUTIVE AND DIRECTOR COMPENSATION			40
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			66
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			68
SHAREHOLDERS’ PROPOSALS			71
OTHER MATTERS			71
SOLICITATION OF PROXIES			71
ANNUAL REPORT ON FORM 10-K			72
APPENDIX A - NON-GAAP FINANCIAL MEASURES			73


			INNOVATION WITH PURPOSE

PROXY STATEMENT

This proxy statement is furnished in connection with the solicitation by the Board of Directors (the “Board”) of Allegro MicroSystems, Inc. (“we,” “us,” “our,” the “Company” or “Allegro”) of proxies to be voted at our Annual Meeting of Shareholders to be held on Thursday, August 4, 2022 (the “Annual Meeting”), at 8:30 a.m. Eastern time, and at any continuation, postponement, or adjournment of the Annual Meeting. In light of the ongoing COVID-19 pandemic, and in order to provide accessibility to the meeting to all shareholders, the Annual Meeting will be a completely virtual meeting that will be conducted via live, online webcast. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting by visiting: https://meetnow.global/MMASC6Z at the meeting date and time. In order to attend, if you hold your shares through an intermediary, such as a bank or broker, you must register in advance prior to the deadline of 5:00 p.m. Eastern time on August 1, 2022. Please refer to “How can I attend the Annual Meeting?” for information on how to register. There is no physical location for the Annual Meeting.

Holders of record of outstanding shares of common stock, $0.01 par value per share (“Common Stock”), as of the close of business on June 9, 2022 (the “Record Date”), will be entitled to notice of and to vote at the Annual Meeting and any continuation, postponement, or adjournment of the Annual Meeting, and will vote as a single class on all matters presented at the Annual Meeting. As of the Record Date, there were 190,803,354 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. Each share of Common Stock is entitled to one vote on any matter presented to shareholders at the Annual Meeting.

This proxy statement and the Company’s Annual Report to Shareholders for the fiscal year ended March 25, 2022 (the “2022 Annual Report”) will be released on or about June 22, 2022 to our shareholders on the Record Date.

Information contained on, or that can be accessed through, our website is not incorporated by reference in this proxy statement and does not form a part of this proxy statement. The inclusion of links and website addresses in this proxy statement are textual references only.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON AUGUST 4, 2022

This Proxy Statement and our 2022 Annual Report are available at investors.allegromicro.com/financials/annual-reports.

Proposals

At the Annual Meeting, our shareholders will be asked:


Proposals	Board Vote Recommendation	For Further Details
To elect Yoshihiro (Zen) Suzuki, David J. Aldrich, Kojiro (Koji) Hatano and Paul Carl (Chip) Schorr IV as Class II Directors to serve until the 2025 Annual Meeting of Shareholders, and until each such director’s respective successor is elected and qualified	“FOR” each director nominee	Page 13
To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2023	“FOR”	Page 24
To approve, on an advisory basis, the preferred frequency of future advisory votes on executive compensation	“EVERY YEAR”	Page 26
To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting

We do not know of any other business that will be presented at the Annual Meeting. However, if any other matter properly comes before the shareholders for a vote at the Annual Meeting, the proxy holders named on the Company’s proxy card will have the discretionary authority to vote your shares in accordance with their best judgment.


			INNOVATION WITH PURPOSE			1

PROXY STATEMENT SUMMARY

Recommendations of the Board

The Board recommends that you vote your shares as indicated below. If you return a properly completed proxy card, or vote your shares by telephone or Internet, your shares of Common Stock will be voted on your behalf as you direct. If not otherwise specified, the shares of Common Stock represented by the proxies will be voted, and the Board recommends that you vote:

a.FOR the election of each of Yoshihiro (Zen) Suzuki, David J. Aldrich, Kojiro (Koji) Hatano and Paul Carl (Chip) Schorr IV as Class II Directors to serve until the 2025 Annual Meeting of Shareholders;

b.FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2023; and

c.for EVERY YEAR as the recommended frequency of future advisory votes on executive compensation.

If any other matter properly comes before the shareholders for a vote at the Annual Meeting, the proxy holders named on the Company’s proxy card will have the discretionary authority to vote your shares in accordance with their best judgment.

Information About This Proxy Statement

Why you received this proxy statement. You have received these proxy materials because the Board is soliciting your proxy to vote your shares at the Annual Meeting. This proxy statement includes information that we are required to provide to you under the rules of the Securities and Exchange Commission (“SEC”) and that is designed to assist you in voting your shares.

Notice of Internet Availability of Proxy Materials. As permitted by SEC rules, we are making this proxy statement and our 2022 Annual Report available to our shareholders electronically via the Internet. On or about June 22, 2022, we mailed to our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this proxy statement and our 2022 Annual Report and vote online. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them. Instead, the Notice instructs you on how to access and review all of the important information contained in the proxy statement and 2022 Annual Report. The Notice also instructs you on how you may submit your proxy over the Internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Notice.

Printed Copies of Our Proxy Materials. If you received printed copies of our proxy materials, then instructions regarding how you can vote are contained on the proxy card or voting instruction form included in the materials.

Householding. The SEC’s rules permit us to deliver a single set of proxy materials to one address shared by two or more of our shareholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered a single copy of the 2022 Annual Report, proxy statement or Notice, as applicable, to multiple shareholders who share an address, unless we received contrary instructions prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the 2022 Annual Report, proxy statement or Notice, as requested, to any shareholder at the shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of the 2022 Annual Report, proxy statement or Notice, or separate copies of proxy materials in the future, contact our transfer agent at (800) 736-3001 or write them at Computershare, P.O. Box 505000, Louisville, KY 40233-5000.

If you are currently a shareholder sharing an address with another shareholder and wish to receive only one copy of future proxy materials for your household, please contact Computershare at the above phone number or address.


			INNOVATION WITH PURPOSE			2

FISCAL YEAR 2022 BUSINESS HIGHLIGHTS


Total Net Sales		•Automotive sales grew 34% over the prior year, with strong growth in vehicle electrification and Advanced Driver Assistance Systems applications •Industrial sales grew 40% over the prior year, with momentum in data center cooling, electrified vehicle charging, and renewable energy applications •Other sales grew 6% from the prior year, driven by consumer products
$768.7 million
30% growth year-over-year

Gross Margins		•Our continued margin expansion is the result of the strong execution of our multi-year strategic transformation
53.0%	54.1%
GAAP basis	Non-GAAP basis (1)
GAAP gross margin improved from 47.2% in FY21 to 53.0% in FY22

Net Cash Provided by Operating Activities		•Net cash provided by operating activities was 20% of total net sales
$156.1 million
The company ended the year with $289.8 million in cash, restricted cash and equivalents
(1) Non-GAAP gross margin is a non-GAAP financial measure. Refer to Appendix A for additional information regarding this measure including a reconciliation to the most directly comparable GAAP financial measure.


			INNOVATION WITH PURPOSE			3

CORPORATE RESPONSIBILITY AND SUSTAINABILITY HIGHLIGHTS

At Allegro, we are committed to a values-based culture, and we believe that corporate responsibility, sustainability, employee engagement, good governance, and community impact go hand-in-hand. We strive to operate our Company in a responsible manner to create a workplace where our employees thrive, to have a positive impact on our communities, and to develop products that help move the world toward a safer and more sustainable future.

We believe that innovative products should leave their mark on our world, but not our planet.

Our environmental, social and governance (ESG) activities are aligned to our core values, and we are committed to acting responsibly in every aspect of our operations—from managing our environmental impact, to building inclusive workplaces, to making positive contributions to the communities where we live and work.

It is how we create real, long-term value for our ecosystem of employees, customers, supply chain partners, and stockholders.


Our Values
Integrity is the foundation of everything we do at Allegro. We seek to honor the spirit of our values, doing the right thing for the right reason at all times.
			Innovate With Purpose We meet each challenge with thoughtful, impactful innovation - which leads to a better tomorrow
			Collaborate Globally We work together as one team - which leads to the best business decisions
			Exceed Customer Expectations We anticipate and exceed our customer's needs - which leads to stronger business partnerships
			Empower With Trust We encourage and trust employees to make sound decisions - which leads to a strong, enabled workforce
			Achieve With Excellence We are never satisfied with the status quo - which leads to higher standards of performance
			Develop Timely Solutions We proactively develop solutions and resolve issues effectively - which leads to greater success

Guided by our core values, we are committed to innovation with purpose - keeping sustainability, our people, and communities top of mind.


Sustainability
			The future is efficient, and we’re helping power the development of safe and sustainable technologies of tomorrow—today. Our products are designed to create positive environmental and social impacts by helping our customers address global challenges related to carbon emissions, energy efficiency, and clean, renewable energy.


			INNOVATION WITH PURPOSE			4

CORPORATE RESPONSIBILITY AND SUSTAINABILITY

Our sensor and power semiconductors address critical global challenges related to energy efficiency, vehicle emissions and clean and renewable energy.

•Our Current Sensor Integrated Circuits (ICs) provide a low loss means to measure current in motion control and electrification systems, greatly reducing the power consumption in these applications.

•Our Brushless DC Motor Driver ICs facilitate the transition from inefficient brushed and single phase motors to electrically efficient 3-phase motors - resulting in significant power consumption savings in data centers and cars.

•Our Engine and Transmission Sensor ICs greatly enhance the efficiency of internal combustion vehicles, resulting in reduced CO2 emissions and lower gasoline consumption.

•Our highly integrated and embedded solutions, like our Current Sensor ICs, Angle Sensor ICs and Brushless DC Fan Driver ICs, typically enable elimination of additional components in the end-application, reducing electronic waste.


Making an Impact: Product Highlights
Our QuietMotionTM fan driver ICs improve the energy efficiency of data center cooling systems globally. We estimate an annual energy savings potential of ~6 billion kilowatt-hours - the equivalent of a small country going dark for a whole year.
Our linear and angle position sensor ICs enable significant safety and efficiency advancements in electric power steering (EPS) systems. Over the last decade, EPS systems equipped with Allegro’s position sensors have cumulatively saved an estimated 7 million metric tons of CO2 emissions.
Our ultra-low resistance flip-chip current sensor ICs are up to 80% more energy efficient compared to competing shunt solutions in industrial automation and robotics applications. We estimate that these sensor ICs have saved more than 400 million kilowatt-hours of electricity usage in industrial applications alone - enough to power the San Francisco Bay Area’s public transportation for a year.

At Allegro, we’re taking a sustainability-first approach to semiconductor design and manufacture, integrating sustainable practices throughout our supply chain and operations with a focus on using resources responsibly and maintaining healthy, vibrant communities. We maintain a commitment to social responsibility in our supply chain and disclosure of the environmental impact of our business operations.

Additional information on the environmental policies and the code of conducts listed below can be found on the “Sustainability” section of our website, allegromicro.com/en/about-allegro/corporate-responsibility/sustainability.

•Environmental Policies

◦Climate Change Policy

◦Water Policy

◦Supplier Code of Conduct

◦Vendor Code of Conduct

◦UK Modern Slavery Act

◦Quality Policy

•We are a member of the Responsible Business Alliance, the world’s largest industry coalition dedicated to corporate social responsibility in global supply chains.

•We disclose the environmental impact of our business operations via the Carbon Disclosure Project (CDP), reporting on Climate Change and Water Security. In the 2021 reporting cycle, we were recognized for our awareness of climate change issues in line with regional averages and coordinated action on water conservation in line with regional and sector averages.

•We strive to adhere to international standards and regulations regarding manufacturing and business procedures and product composition, including IATF16949:2016 Automotive Quality Management System and ISO14001 Environmental Management System.


			INNOVATION WITH PURPOSE			5

CORPORATE RESPONSIBILITY AND SUSTAINABILITY

•We work to install energy-conscious and eco-friendly infrastructure where we can in our facilities, like LED lighting and low-flow water systems, as well as EV charging stations. New employees receive eco-mugs to use in place of single-use cups, which have been removed from our U.S. coffee stations.

•We constantly look for ways to conserve energy consumption and environmental waste and encourage the use of renewable energy. The Company’s largest facility, Allegro MicroSystems Philippines Inc. (AMPI), has undergone several initiatives to minimize our environmental impact:

◦Successfully completed several energy saving initiatives that help save approximately 1 million kWh of electricity annually;

◦In 2022, AMPI plans to install 60 kW of solar panels in two phases, with phase one already completed. The solar project is expected to reduce AMPI’s carbon emissions by approximately 62.3 MT CO2e annually;

◦Effectively recycled approximately 1.25 million gallons of water from its saw operation and saved a total 2.9 MT of paper and plastic carriers annually through its Paperless Receipt Traveler Project; and

◦Launched Site Green Transformation Projects and plans to grow approximately 3,000 trees, shrubs, and plants.


Our People
			We invest in our employee innovators. Our global team collaborates to solve some of the biggest problems facing the world today. That is why we foster a culture of diversity, development and engagement.

We believe in innovation with purpose, and our success is a result of the dedication, talent, and commitment of our employees. We are an equal opportunity employer, and we are committed to fostering diversity, inclusivity, and global collaboration to fuel our innovation. Globally, women represent 18% of our employees in engineering/technical roles, and 14% of our engineering/technical management roles. Over the past 12 months, 17% of our hires were early career. We also expanded our diversity in leadership last year, adding women and people of color to our executive team. We continue to make efforts to recruit global new talent from a diverse slate of candidates across all functions and levels of the organization, partnering with an organization that specializes in diverse recruiting. The diversity of our people, together with their unique ideas and perspectives, enables us to work together toward Allegro’s vision and mission.

Three of our core values: collaborate globally, innovate with purpose, and empower with trust, are key to creating a culture where everyone’s ideas are valued. We have developed a more holistic diversity, equity, and inclusion (DEI) strategy, including executive sponsorship, the launch of a DEI Council, formation of affinity groups, an increased focus on diversity recruiting, education and targeted training. We know that our Company, business goals and our communities are best served when our employees are drawn from a diversity of backgrounds. As such, we are highly focused on increasing our efforts to recruit new members of our highly talented team from underrepresented communities.

Additionally:

•We invest in the ongoing development of our employees and provide education assistance to help mitigate the costs of certification and degree programs, as well as assistance toward the repayment of student debt, an attractive and innovative benefit.

•We curate a centralized and broadly used learning management system that houses our training courses, certifications, and compliance modules.

•Our talent management system and processes promote career-focused discussions, development and succession planning.

•We’re expanding our learning and professional development strategy to develop a culture of continuous learning, with a focus on leadership and management development, upskilling of employees and employee coaching and mentoring.


			INNOVATION WITH PURPOSE			6

CORPORATE RESPONSIBILITY AND SUSTAINABILITY

•We have an employee-driven, global wellness team that delivers regular engaging content, team challenges, perks like Fitbit discounts and other activities to promote health and well-being of our employees and their families.

•We have launched a Global Employee and Family Assistance Program to better support employees and their families’ mental health and overall well-being.

•We have strong participation in our periodic global employee surveys, and recently partnered with an organization to formalize data collection focused on employee engagement.

•We also offer peer-to-peer recognition programs, like our High-Five or the Allegro Values award program, where employees can recognize each other’s achievements and contributions. Our annual bonus program is designed to pay for performance to recognize outstanding employee contributions.

•We have established select career ladders that support career growth and development through professional or management tracks.


Making an Impact: Program Highlights
We’ve paid over $100K in tuition costs for employees in the last 12 months.
Since our student debt assistance program debuted in 2018, we’ve paid more than $460K toward employees’ student debt, saving employees over $542K in principal and interest.
In the last 12 months, almost 90% of our employees participated in our robust and ever-expanding learning management system, with over 100K course completions.
We’ve awarded almost $100K in scholarship funding for the education of our U.S. employees’ children.
Globally we have matched more than $100k in charitable donations in the last 12 months.
Our U.S. Dollars for Doers program has provided more than $19K in support of organizations where employees have volunteered their personal time.
A recent Cultural Values Assessment showed improvement in the measure of a healthy culture and scored above the industry benchmark. Actions were taken to further increase the score.
Our teams recognized and celebrated the achievements of their peers 461 times during the fiscal year using our innovative High-Five program. One-third of those were a result of employees recognizing each other across different countries - a testament to our global collaboration.


Communities
			We are committed to being a responsible corporate citizen in every community in which we operate, and continue to maintain and improve processes designed to reduce the possibility of complicity in human rights violations

We strive to have a positive impact in our communities and encourage community engagement by our employees. We are proud to support our employees’ causes and match contributions by our employees. Some of our community-focused programs include:

•A generous matching gift program for employee donations to qualified nonprofit organizations;

•A volunteer-matching program, “Dollars for Doers” that matches employees’ volunteer hours with in-kind monetary donations to qualified nonprofit organizations;

•Company volunteer days and community service projects, including community and coastal clean-ups and tree planting. Our corporate sponsorship programming, targeted at STEM education programs and community related programs, such as FIRST Robotics, the Red Cross and local animal shelters;

•Being there when it counts. We uncap our charitable donation matching policies for disaster relief donations globally, most recently in support of Ukraine refugees. We are proud to have donated vital PPE to hospitals and first responders around the world as well as 2,000 vaccine doses to cities in the Philippines during the COVID-19 pandemic.


			INNOVATION WITH PURPOSE			7

CORPORATE RESPONSIBILITY AND SUSTAINABILITY

Governance

Our management and Board are committed to furthering our Corporate Social Responsibility and ESG programs and are highly engaged in the work to maintain alignment of our long-term strategy and operations with these core values and goals. An ESG Steering Committee was formed in FY22 to lead these efforts. The Committee has executive and management sponsorship from the Chief Executive Officer, Chief Financial Officer, General Counsel and Chief Information Officer, and consists of a senior management team that includes our Chief Human Resources Officer, Senior Corporate Counsel, Senior Director of Investor Relations & Marketing and Communications, Director of U.S. Facilities & Corporate Process Engineering, Vice President of Supply Chain, Vice President of Global Assembly, Test Operations & Manufacturing, and Senior Director of Quality & Reliability, alongside our newly appointed ESG Manager.

On a quarterly basis, senior management reports on key ESG activities to the Board’s Nominating Corporate and Governance Committee. The Nominating Committee provides oversight on ESG initiatives and reviews regular updates on our strategy. We intend to continually monitor our activities and achievements in these areas and report on them on our Corporate Responsibility webpage located at allegromicro.com/en/about-allegro/corporate-responsibility. We encourage our employees, community members and stockholders to check this webpage for updates as we continuously improve our efforts and realize important results in these critical areas.


			INNOVATION WITH PURPOSE			8

QUESTIONS AND ANSWERS ABOUT THE 2022 ANNUAL MEETING OF SHAREHOLDERS

1.Who is entitled to vote at the Annual Meeting?

The Record Date for the Annual Meeting is June 9, 2022. You are entitled to vote at the Annual Meeting only if you were a shareholder at the close of business on the Record Date. Each outstanding share of Common Stock is entitled to one vote for all matters before the Annual Meeting. Holders of Common Stock vote as a single class on any matter that is submitted to a vote of shareholders, unless otherwise required by law or our Amended and Restated Certificate of Incorporation. At the close of business on the Record Date, there were 190,803,354 shares of Common Stock outstanding and entitled to vote at the Annual Meeting.

2. What is the difference between being a “Registered Holder” and holding shares in “street name” as a “Beneficial Holder”?

A “registered” holder is a shareholder of the Company that holds shares in his or her own name. A “beneficial” holder is a shareholder of the Company that holds shares in “street name,” meaning the shares are held in the name of a bank or broker on a person’s behalf.

3. Am I entitled to vote if I am a Beneficial Holder that holds my shares in “street name” through a bank or broker?

Yes. If your shares are held by a bank or a brokerage firm, you are considered the beneficial owner of those shares held in “street name.” If your shares are held in street name, these proxy materials are being provided to you by your bank or brokerage firm, along with a voting instruction form, if you received printed copies of our proxy materials. As the beneficial owner, you have the right to direct your bank or brokerage firm how to vote your shares, and the bank or brokerage firm is required to vote your shares in accordance with your instructions. Alternatively, you may vote your shares by attending the Annual Meeting and voting during the Annual Meeting. Please see the section below entitled “How can I attend the Annual Meeting?” for instructions on how to attend the Annual Meeting and vote your shares.

4. How many shares must be present to hold the Annual Meeting?

A quorum must be present at the Annual Meeting for any business to be conducted. The holders of a majority in voting power of our Common Stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute a quorum for the transaction of business at the Annual Meeting.

5. How can I attend the Annual Meeting?

The Annual Meeting will be a completely virtual meeting of shareholders, which will be conducted exclusively by live, online webcast. You are entitled to participate in the Annual Meeting if you were a registered or beneficial holder as of the close of business on the Record Date. No physical meeting will be held.

If you are a registered holder as of the Record Date, you will be able to attend the Annual Meeting online and ask a question or vote during the Annual Meeting by visiting https://meetnow.global/MMASC6Z. Please follow the instructions on your proxy card that you received. During the Annual Meeting, you will be able to vote your shares electronically by clicking on the “Cast Your Vote” link on the meeting center site.

If you are a beneficial holder as of the Record Date with shares that are held in “street name” through a bank or broker and want to attend the Annual Meeting online (with the ability to ask a question and/or vote, if you choose to do so), you must register in advance using the following instructions.

To register to attend the Annual Meeting online, you must submit proof of your proxy power (a “Legal Proxy”) reflecting your ownership of the Company’s Common Stock as of the Record Date, along with your name and email address to our transfer agent, Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. Eastern time on August 1, 2022. You will receive a confirmation of your registration by email after Computershare receives your registration materials.


			INNOVATION WITH PURPOSE			9

QUESTIONS AND ANSWERS ABOUT THE 2021 ANNUAL MEETING OF STOCKHOLDERS

Requests for registration should be directed to Computershare using either of the following:

By email: Forward the email from your bank or broker granting you a Legal Proxy,

or attach an image of your Legal Proxy, to:

legalproxy@computershare.com

By mail: Computershare

Allegro MicroSystems, Inc. Legal Proxy

P.O. Box 43001

Providence, RI 02940-3001

Advance registration for the Annual Meeting is only required if you are a beneficial holder.

6. What does it mean if I receive more than one Notice or more than one set of proxy materials?

It means that your shares are held in more than one account at the transfer agent and/or with banks or brokers. Please vote all of your shares. To ensure that all of your shares are voted, for each Notice or set of proxy materials, please submit your proxy by phone, via the Internet, or by signing, dating and returning the enclosed proxy card in the enclosed envelope.

7. How do I vote?

Whether or not you expect to attend the Annual Meeting online, we urge you to vote your shares as promptly as possible to ensure your representation and the presence of a quorum at the Annual Meeting. If you vote prior to the Annual Meeting, you may still decide to attend the Annual Meeting and vote your shares electronically during the Annual Meeting.

Registered Holders

Registered holders may vote online, by telephone and by mail prior to the Annual Meeting. Registered holders may vote online at www.envisionreports.com/ALGM, 24 hours a day, seven days a week. Registered holders may vote by telephone by calling 1-800-652-8683, 24 hours a day, seven days a week. Registered holders will need the control number included in their Notice or proxy card in order to vote online or by telephone. Registered holders that received a copy of the proxy card by mail, may also vote by mail by completing, signing and dating the proxy card and returning it in the prepaid envelope to Proxy Services c/o Computershare Investor Services, P.O. Box 505008 Louisville, KY 40233-9814. Registered holders submitting their vote by mail should sign their name exactly as it appears on the proxy card. Votes submitted by proxy cards must be received no later than August 3, 2022.

Registered holders may also vote at the Annual Meeting. Please see the section above entitled “How can I attend the Annual Meeting?” for more information about how to attend the Annual Meeting online. During the Annual Meeting, registered Holders that attend will be able to vote their shares electronically by clicking on the “Vote” link on the meeting center site.

Beneficial Holders

If you are a beneficial holder with shares that are held in “street name” through a bank or broker, you will receive instructions on how to vote from the bank or broker. You must follow their instructions in order for your shares to be voted. Internet and telephone voting also may be offered to shareholders owning shares through certain banks and brokers.

Beneficial holders may also vote at the Annual Meeting. Please see the section above entitled “How can I attend the Annual Meeting?” for more information about how to attend the Annual Meeting online. During the Annual Meeting, beneficial holders that attend will be able to vote their shares electronically by clicking on the “Cast Your Vote” link on the meeting center site.

8. Can I change my vote after I submit my proxy?

Yes.

If you are a registered shareholder, you may revoke your proxy and change your vote:

•by submitting a duly executed proxy bearing a later date;

•by granting a subsequent proxy through the Internet or by telephone;

•by giving written notice of revocation to the Secretary of the Company prior to the Annual Meeting; or


			INNOVATION WITH PURPOSE			10

QUESTIONS AND ANSWERS ABOUT THE 2021 ANNUAL MEETING OF STOCKHOLDERS

•by voting online at the Annual Meeting.

Your most recent proxy card or Internet or telephone proxy is the one that is counted. Your attendance at the Annual Meeting by itself will not revoke your proxy unless you give written notice of revocation to the Secretary of the Company before your proxy is voted or you vote online at the Annual Meeting.

If your shares are held in street name, you may change or revoke your voting instructions by following the specific directions provided to you by your bank or broker, or you may vote online at the Annual Meeting.

9. Who will count the votes? Is my vote confidential?

A representative of Computershare will act as Inspector of Elections, supervise the voting, decide the validity of proxies, and receive and tabulate proxies. As a matter of policy, we keep confidential all shareholder meeting proxies, ballots and voting tabulations that identify individual shareholders. In addition, the vote of any shareholder is not disclosed except as may be necessary to meet legal requirements.

10. What if I do not specify how my shares are to be voted?

If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations of the Board. See “Recommendations of the Board” above. For beneficial holders, proxies submitted without voting instructions could result in broker non-votes for certain matters. See “What are broker non-votes and do they count for determining a quorum?” below for additional information.

11. Will any other business be conducted at the Annual Meeting?

12. Why hold a virtual meeting instead of a physical meeting?

Due to the ongoing public health impact of the COVID-19 pandemic and to support the health and well-being of our stakeholders and their families and communities, and in order to make the meeting accessible to all shareholders, our Board has decided to hold a virtual Annual Meeting. With this live, online webcast format, we believe we will provide our shareholders with substantially the same opportunities to participate as you would have at an in-person meeting.

13. What if I have trouble accessing the Annual Meeting virtually?

The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Please note, Internet Explorer is not a supported browser. Participants should ensure that they have a strong WiFi connection at the location where they intend to participate in the meeting. We encourage you to access the Annual Meeting prior to the start time. If you need further assistance accessing the meeting, you may call 1-888-724-2416.


			INNOVATION WITH PURPOSE			11

QUESTIONS AND ANSWERS ABOUT THE 2021 ANNUAL MEETING OF STOCKHOLDERS

14. How many votes are required for the approval of the proposals to be voted upon and how will abstentions and broker non-votes be treated?


Proposal	Votes required	Effect of Votes Withheld / Abstentions and Broker Non-Votes
Proposal 1: Election of Directors	A plurality of the votes properly cast. This means that the four nominees receiving the highest number of affirmative “FOR” votes will be elected as Class II Directors.	Votes withheld and broker non-votes will have no effect on the outcome because they are not considered votes cast.
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm	The affirmative vote of the holders of a majority in voting power of the votes properly cast.	Abstentions and broker non-votes, if any, will have no effect on the outcome because they are not considered votes cast. We do not expect any broker non-votes on this proposal.
Proposal 3: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation	The affirmative vote of the holders of a majority in voting power of the votes properly cast. If no option receives a majority, the option that receives the most votes will be considered the option selected by shareholders.	Abstentions and broker non-votes will have no effect on the outcome because they are not considered votes cast.

15. What is a “vote withheld” and an “abstention” and how will votes withheld and abstentions be treated?

A “vote withheld,” in the case of the proposal regarding the election of directors, or an “abstention,” in the case of the proposal regarding the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm and the approval, on an advisory basis, of the preferred frequency of future advisory votes on executive compensation represent a shareholder’s affirmative choice to decline to vote on such proposal. Votes withheld and abstentions are counted as present and entitled to vote for purposes of determining a quorum. Votes withheld have no effect on the election of directors. Abstentions have no effect on the ratification of the appointment of PricewaterhouseCoopers LLP or the approval, on an advisory basis, of the preferred frequency of future advisory votes on executive compensation.

16. What are broker non-votes and do they count for determining a quorum?

Generally, broker non-votes occur when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a particular proposal because the broker: (1) has not received voting instructions from the beneficial owner; and (2) lacks discretionary voting power to vote those shares. A broker is entitled to vote shares held for a beneficial owner on routine matters, such as the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm, without instructions from the beneficial owner of those shares. On the other hand, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on non-routine matters, such as the election of directors and the approval, on an advisory basis, of the preferred frequency of future advisory votes on executive compensation. Broker non-votes do count for purposes of determining whether a quorum is present.

17. Where can I find the voting results of the Annual Meeting?

We plan to announce preliminary voting results at the Annual Meeting, and we will report the final results in a Current Report on Form 8-K, which we intend to file with the SEC after the Annual Meeting.


			INNOVATION WITH PURPOSE			12

PROPOSAL ONE: ELECTION OF DIRECTORS

PROPOSALS TO BE VOTED ON

Proposal 1: Election of Directors

We currently have 11 directors on our Board. At the Annual Meeting, four Class II Directors, Yoshihiro (Zen) Suzuki, David J. Aldrich, Kojiro (Koji) Hatano and Paul Carl (Chip) Schorr IV are to be elected to hold office until the 2025 Annual Meeting of Shareholders and until each such director’s respective successor is elected and qualified or until each such director’s earlier death, resignation or removal.

The proposal regarding the election of directors requires the approval of a plurality of the votes properly cast. This means that the four nominees receiving the highest number of affirmative “FOR” votes will be elected as Class II Directors. Votes withheld and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

As set forth in our Amended and Restated Certificate of Incorporation, the Board is currently divided into three classes with staggered, three-year terms. At each annual meeting of shareholders, the successors to directors with expiring terms will be elected to serve from the time of election and qualification until the third annual meeting following election. The current class structure is as follows: Class II, whose term currently expires at the Annual Meeting and whose subsequent term will expire at the 2025 Annual Meeting of Shareholders; Class III, whose term will expire at the 2023 Annual Meeting of Shareholders; and Class I, whose term will expire at the 2024 Annual Meeting of Shareholders. The current Class II Directors are Yoshihiro (Zen) Suzuki, David J. Aldrich, Kojiro (Koji) Hatano and Paul Carl (Chip) Schorr IV; the current Class III Directors are Andrew G. Dunn, Susan D. Lynch and Richard R. Lury; and the current Class I Directors are Katsumi Kawashima, Reza Kazerounian, Joseph R. Martin and Vineet Nargolwala. In preparation for the initial public offering of our Common Stock in 2020 (the “IPO”), we entered into a stockholders agreement with Sanken Electric Co., Ltd. (“Sanken”) and OEP SKNA, L.P. (the “OEP Investor”), a fund affiliated with One Equity Partners (“OEP”). The stockholders agreement was amended and restated by the parties as of June 16, 2022 (as amended and restated, the “Stockholders Agreement”). Pursuant to the rights provided in the Stockholders Agreement, Messrs. Hatano, Kawashima and Lury were each designated by Sanken (each as a Sanken Director, as defined below); Messrs. Dunn and Schorr were each designated by the OEP Investor (each as an OEP Director, as defined below); Messrs. Aldrich and Martin and Ms. Lynch were each designated by the OEP Investor (each as an OEP Independent Director, as defined below); Mr. Kazerounian was designated by Sanken and the OEP Investor jointly (as an OEP-Sanken Joint Director, as defined below); and Mr. Suzuki was designated by the Board’s Nominating and Corporate Governance Committee (as the Nom/Gov Director, as defined below). As a result of the Stockholders Agreement and the aggregate voting power of the parties to the agreement, we expect that Sanken and the OEP Investor, acting in conjunction, will control the election of directors to the Board. For more information, including the definitions of Sanken Director, OEP Director, OEP Independent Director, OEP-Sanken Joint Director and Nom/Gov Director, see “Corporate Governance—Stockholders Agreement.”

The division of our Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our Company. Our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds of the voting power of all of the then outstanding shares of voting stock of the Company entitled to vote at an election of directors; provided, however, that the directors who were originally designated for nomination in accordance with the Stockholders Agreement may be removed with or without cause, but only in accordance with, and to the extent provided by, the terms of the Stockholders Agreement.

If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of Common Stock represented thereby for the election of each of Messrs. Suzuki, Aldrich, Hatano and Schorr as a Class II Director. In the event that any of Messrs. Suzuki, Aldrich, Hatano or Schorr should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board, or the Board may elect to reduce its size. The Board has no reason to believe that any of Messrs. Suzuki, Aldrich, Hatano or Schorr will be unable to serve if elected. Each of Messrs. Suzuki, Aldrich, Hatano and Schorr has consented to being named in this proxy statement and to serve if elected.

Vote required


			INNOVATION WITH PURPOSE			13

PROPOSAL ONE: ELECTION OF 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.


RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board unanimously recommends a vote FOR the election of each of the below Class II Director nominees.

Nominees For Class II Director (terms to expire at the 2025 Annual Meeting)

The current members of the Board who are also nominees for election to the Board as Class II Directors are as follows:


Name	Age	Position with the Company
Yoshihiro (Zen) Suzuki	63	Chairman of the Board, Director
David J. Aldrich	65	Director
Kojiro (Koji) Hatano	55	Director, Manager of Business Performance
Paul Carl (Chip) Schorr IV	55	Director

The principal occupations and business experience, for at least the past five years, of each Class II Director nominee for election at the Annual Meeting are as follows:


Yoshihiro (Zen) Suzuki
			Mr. Suzuki has served as our Chairman and a member of our Board since 2018 and previously served on our Board from 2001 to 2013. Since July 2005, Mr. Suzuki has served as a director and Senior Vice President at Sanken. Mr. Suzuki will be retiring from his positions with Sanken on June 24, 2022. Mr. Suzuki previously served as the Chairman and Chief Executive Officer of Polar Semiconductor, LLC from June 2015 until his retirement in May 2022. In addition, from 2005 until his retirement in May 2022, Mr. Suzuki served as a member of the board of directors of Polar Semiconductor, LLC and its predecessor entity. From 2013 to 2018, Mr. Suzuki served on the board of directors of Sanken North America Inc. Mr. Suzuki has also served on the board of directors of a variety of other Sanken affiliates and has over 40 years of experience with Sanken and its affiliates. Since joining Sanken in 1980, Mr. Suzuki has held various senior leadership positions and general management roles, including Chief Executive Officer of Sanken North America, Inc. 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 a member of our Board, make him well qualified to serve as a member of our Board.
OTHER PUBLIC COMPANY BOARDS
CURRENT:			PAST FIVE YEARS:
•Sanken Electric Co., Ltd.			•None


			INNOVATION WITH PURPOSE			14

PROPOSAL ONE: ELECTION OF DIRECTORS


David J. Aldrich
			Mr. Aldrich has served as a member of our Board since 2021. Mr. Aldrich served in numerous senior leadership positions at Skyworks Solutions, Inc. (“Skyworks”), including as its Chairman from 2014 to 2021, Executive Chairman from 2016 to 2018, its Chief Executive Officer from 2014 to 2016, and its President and Chief Executive Officer from 2000 to 2014. From 2000 to May 2021, Mr. Aldrich also served as a member of the board of directors of Skyworks. Skyworks is an innovator of high-performance analog semiconductors connecting people, places and things. Since 2007, Mr. Aldrich has served as a member of the board of directors of Belden, Inc., a publicly traded manufacturer of networking, connectivity, and cable products, and has served as chairman of the board since 2021. Mr. Aldrich is also currently chairman of the board of indie Semiconductor, an automotive semiconductor and software company, a position he has held since 2021. From 2017 until its recent acquisition by Cisco Systems, Inc., Mr. Aldrich served as a member of the board of directors of Acacia Communications, Inc., a publicly traded optical networking strategy and technology company. Mr. Aldrich received his B.A. in Political Science from Providence College in 1979 and an M.B.A. from the University of Rhode Island in 1981. We believe that Mr. Aldrich’s knowledge and insight, gained through his executive roles at Skyworks and through his service as a board member of multiple public companies, make him well qualified to serve as a member of our Board.
OTHER PUBLIC COMPANY BOARDS
CURRENT:			PAST FIVE YEARS:
•Belden, Inc. •indie Semiconductor			•Acacia Communications, Inc. (until 2021) •Skyworks Solutions, Inc. (until 2021)


			INNOVATION WITH PURPOSE			15

PROPOSAL ONE: ELECTION OF DIRECTORS


Kojiro (Koji) Hatano
			Mr. Hatano joined our Board in June 2022. Mr. Hatano has served as General Manager of U.S. Business Enhancement for Sanken since April 2022. He was recently named Chairman and Chief Executive Officer of Polar Semiconductor, LLC, effective May 24, 2022. Mr. Hatano has also served as Manager of Business Performance for the Company since January 2006. In addition, since May 2021, Mr. Hatano has served as a member of the board of directors of Polar Semiconductor LLC, and he has served on the board of directors of Sanken Electric Europe Limited since March 2020. Mr. Hatano received his B.A. in Social Science from Waseda University, Tokyo, Japan in 1991. We believe Mr. Hatano’s institutional knowledge and insight, acquired through numerous years of service to the Company and Sanken and its affiliates, as well as his experience on other company boards, make him well qualified to serve as a member of our Board.
OTHER PUBLIC COMPANY BOARDS
CURRENT:			PAST FIVE YEARS:
•None			•None


			INNOVATION WITH PURPOSE			16

PROPOSAL ONE: ELECTION OF DIRECTORS


Paul Carl (Chip) Schorr IV
			Mr. Schorr has served as a member of our Board since 2017. Mr. Schorr is a Senior Managing Director at OEP. From 2011 to 2015, Mr. Schorr served as Chairman and Managing Partner of Augusta Columbia Capital, a private equity firm of which he was a founder, which was acquired by OEP in 2015. In addition, Mr. Schorr was a Senior Managing Director at The Blackstone Group Inc. from 2005 to 2011, where he served as the Global Head of Technology Investing. Mr. Schorr was also a Managing Partner at Citigroup Venture Capital Equity Partners from 1996 to 2005. Since 2018, Mr. Schorr has served on the board of directors of Rizing, LLC, ePAK International, Inc. and Orion Business Innovation. Mr. Schorr also currently serves on the board of directors of One Equity Partners Open Water I Corp., a special purpose acquisition company. Since 2010, Mr. Schorr has served on the board of directors of Ameritas Mutual Holding Company and Ameritas Life Insurance Corp. Mr. Schorr has served on the board of directors of CDI, a provider of IT infrastructure hardware and software, consulting and managed services. Mr. Schorr has served on the board of directors of Emso Asset Management Limited, a London-based alternative asset manager focused on emerging markets, since 2014 and has served on the board nominating committee of Crayon Group Holding ASA, a Norwegian public company specializing in IT and digital transformation services since 2020. Since 2020, Mr. Schorr has served on the board of directors of each of Spartronics, Inc., an electronic manufacturing services company and Infobip, a CPaaS company. Mr. Schorr also serves on the board of directors of various non-profit organizations including Jazz at Lincoln Center and the Whitney Museum in New York City. Mr. Schorr received a B.S.F.S. from The School of Foreign Service of Georgetown University in 1989. Mr. Schorr received his M.B.A. from Harvard Business School in 1993. We believe Mr. Schorr’s extensive experience in leadership positions at financial institutions and his knowledge and insight in the technology sector, as well as his private and public company board experience, make him well qualified to serve as a member of our Board.
OTHER PUBLIC COMPANY BOARDS
CURRENT:			PAST FIVE YEARS:
•One Equity Partners Open Water I Corp.			•None

Continuing members of the Board:

Class III Directors (terms to expire at the 2023 Annual Meeting)

The current members of the Board who are Class III Directors are as follows:


Name	Age	Position with the Company
Andrew G. Dunn	42	Director
Richard R. Lury	74	Director
Susan D. Lynch	60	Director

The principal occupations and business experience, for at least the past five years, of each Class III Director are as follows:


			INNOVATION WITH PURPOSE			17

PROPOSAL ONE: ELECTION OF DIRECTORS


Andrew G. Dunn
			Mr. Dunn has served as a member of our Board since 2017. Mr. Dunn is a Managing Director at OEP. Since 2008 at OEP, Mr. Dunn has worked on a range of investments in the business services, technology, media and telecommunications industries. From December 2010 to July 2017, Mr. Dunn served as a member of the board of directors of Netas Telekomunikasyon AS, a Turkey-based telecommunications OEM and technology services provider publicly traded on the Istanbul Stock Exchange. Prior to and during the last five years, Mr. Dunn has also served and continues to serve on the board of directors of various OEP portfolio companies including Neology, Inc., Leone Media Inc. (d/b/a “MediaKind”) and Orion Business Innovation. Mr. Dunn also serves on the board of directors of the American Friends of Eton College, a private non-profit organization. Prior to joining OEP, Mr. Dunn worked at the Boston Consulting Group, where he primarily served clients in the technology, media and telecommunications sectors. Mr. Dunn received a B.A. in Modern History from the University of Oxford in 2002 and his M.P.P. focused on International Trade and Finance from Harvard University, Kennedy School of Government in 2005. We believe Mr. Dunn’s knowledge and insight, gained through his experience with companies in the technology and telecommunications sectors, as well as his experience as a member of the board of directors of a wide variety of private and public companies, make him well qualified to serve as a member of our Board.
OTHER PUBLIC COMPANY BOARDS
CURRENT:			PAST FIVE YEARS:
•None			•Netas Telekomuikasyon AS


			INNOVATION WITH PURPOSE			18

PROPOSAL ONE: ELECTION OF DIRECTORS


Richard R. Lury
			Mr. Lury has served as a member of our Board since 2007. Mr. Lury has served on the board of directors of Sanken since June 2015, where he also serves on various committees. Mr. Lury will be retiring from his board and committee positions on the Sanken board of directors on June 24, 2022. Mr. Lury has also served on the board of directors for Hitachi Zosen Corporation, a Japanese industrial and engineering corporation since June 2016. Mr. Lury was previously a partner at Kelley Drye & Warren LLP, a New York-based law firm, which he joined in September 1989 and practiced as a member of the Corporate Department and Chair of the Japan Practice Group until his retirement from the firm in 2015. Although retired, Mr. Lury retains Life Partner status with the firm. Mr. Lury received his B.A. in Political Science and International Relations from the University of Pennsylvania in 1969. Mr. Lury received his J.D. from Syracuse University College of Law in 1972. We believe Mr. Lury’s extensive legal expertise as an attorney and his insight gained as a member of the board of directors of Sanken, makes him well qualified to serve as a member of our Board.
OTHER PUBLIC COMPANY BOARDS
CURRENT:			PAST FIVE YEARS:
•Hitachi Zosen			•None
•Sanken Electric


Susan D. Lynch
			Ms. Lynch has served as a member of our Board since 2021. Since August 2019, Ms. Lynch has served as the Senior Vice President and Chief Financial Officer at Vectrus, Inc. From April 2016 to July 2019, Ms. Lynch was the Executive Vice President and Chief Financial Officer for Sungard Availability Services, which was involved in a pre-negotiated Chapter 11 bankruptcy restructuring in May of 2019. Before joining Sungard AS, from 2007 to 2015, Ms. Lynch was the Executive Vice President and Chief Financial Officer for Hitachi Data Systems (now Hitachi Vantara). From 2005 to 2007, Ms. Lynch was Vice President and Chief Financial Officer of Raytheon Technical Services. Before joining Raytheon, she held a number of roles of increasing financial responsibility with Honeywell International Inc. from 1984 to 2005. Ms. Lynch received her B.A. in accounting and business administration from MidAmerica Nazarene University. She is also a certified public accountant. We believe that Ms. Lynch’s knowledge and insight, gained through more than 25 years of financial experience through senior leadership roles in the technology, aerospace and defense, and industrial manufacturing industries make her well qualified to serve as a member of our Board.
OTHER PUBLIC COMPANY BOARDS
CURRENT:			PAST FIVE YEARS:
•None			•None


			INNOVATION WITH PURPOSE			19

PROPOSAL ONE: ELECTION OF DIRECTORS

Class I Directors (terms to expire at the 2024 Annual Meeting)

The current members of the Board who are Class I Directors are as follows:


Name	Age	Position with the Company
Katsumi Kawashima	57	Director
Reza Kazerounian	64	Director
Joseph R. Martin	74	Director
Vineet Nargolwala	49	President and Chief Executive Officer, Director

The principal occupations and business experience, for at least the past five years, of each Class I Director are as follows:


Katsumi Kawashima
			Mr. Kawashima joined our Board in June 2022. Since April 2022, Mr. Kawashima has served as Head of Corporate Design at Sanken, and since June 2021, Mr. Kawashima has also served as a Corporate Officer at Sanken. 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 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.
OTHER PUBLIC COMPANY BOARDS
CURRENT:			PAST FIVE YEARS:
•None			•

SEC Form DEF 14A filed by Allegro MicroSystems Inc.