Annual Non-Employee Director Compensation Program
Compensation is made to each member of the Board of Directors (the “Board”) of Allegro MicroSystems, Inc. (the “Company”) who is not an employee of the Company or Sanken Electric Co., Ltd. or their respective subsidiaries (each, an “Eligible Director”).
Annual Cash Retainer (Other than Board Chair) |
$70,000 |
Annual Cash Retainer (Board Chair) |
$140,000 |
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 Nominating and Governance Committee |
$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 Nominating and Governance Committee |
$5,000 |
Annual cash retainers shall be earned on a quarterly basis based on a calendar quarter and shall be 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.
Each Eligible Director serving on the Board as of the date of the Company’s Annual Meeting of Shareholders (“Annual Meeting”) will be granted an award of fully vested, unrestricted shares of the Company’s common stock with a value of $205,000. The number of shares subject to the award will be determined by dividing the value by the trailing 30-calendar day average closing price for the Company’s common stock through and including the date prior to the applicable grant date.
General Equity Award Provisions
Eligible Directors elected or appointed to serve on the Board or who become an Eligible Director on a date other than the Annual Meeting will be granted a prorated award in the first year of service or eligibility on the Board.
The awards described above shall be granted under and shall be subject to the terms and provisions of the Company’s 2020 Omnibus Incentive Compensation Plan or any other applicable Company equity incentive plan then-maintained by the Company (such plan, as may be amended from time to time, the “Equity Plan”) and, if applicable, may be granted subject to the execution and delivery of award agreements that contain the terms for applicable awards. All applicable terms of the Equity Plan apply to this Program (including any compensation limits in effect from time to time), and all grants of equity awards under this Program are subject in all respects to the terms of the Equity Plan and any applicable award agreement.
Eligible Directors who are residents of the United States may defer receipt of their annual cash retainer fees and their annual equity grant. All deferred amounts are converted into phantom stock units of Company common stock and credited to a director’s account, with the number of units calculated by dividing the deferred fees by the stock's fair market value on the deferral date. All deferrals are pursuant to the Allegro MicroSystems, Inc. Nonqualified Deferred Compensation Plan for U.S. Non-Employee Directors, which will be effective for compensation earned in calendar year 2026 and all subsequent calendar years.
Directors are reimbursed for reasonable out-of-pocket expenses incurred in attending meetings and participating in director