Derek P. D’Antilio
About Derek P. D’Antilio
Executive Vice President, Chief Financial Officer and Treasurer of Allegro MicroSystems since January 2022; age 53 as of the FY2025 10-K. Prior roles include CFO of IDEX Biometrics (2019–2021), eight years at MKS Instruments (Vice President & Corporate Controller), and audit manager at PwC; education includes B.S.B.A. in Accounting (Salem State), MBA (Babson), and executive education (University of Chicago) . FY2025 company performance: net sales $725M (down 31% YoY), GAAP EPS -$0.39, adjusted EBITDA $113M, and non-GAAP diluted EPS $0.24; TSR value of a $100 initial investment was $140.45 in 2025 versus $152.32 in 2024 and $271.13 in 2023 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Allegro MicroSystems (ALGM) | EVP, Chief Financial Officer & Treasurer | Jan 2022–present | Senior finance leadership through industry downcycle and capital actions (share repurchase, term loan) |
| IDEX Biometrics | Chief Financial Officer | Feb 2019–Mar 2021 | Led Nasdaq listing and scaled production readiness |
| MKS Instruments | Vice President & Corporate Controller | Eight years (dates not disclosed) | Oversaw global accounting, reporting, FP&A, and treasury |
| PricewaterhouseCoopers LLP | Audit Manager | Years not disclosed | Public accounting; CPA/CMA credentials |
External Roles
No external directorships or committee roles disclosed for D’Antilio .
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | $407,692 | $424,519 | $425,000 |
| Target AIP (% of Base) | 75% | 75% | 80% |
| All Other Compensation ($) | $33,522 | $50,560 | $40,678 |
| 401(k) Company Match ($) | — | $17,250 | $17,250 |
| Company DCP Contribution ($) | — | $33,605 | $17,228 |
Performance Compensation
Annual Incentive Plan (AIP) Metrics and Payout – FY2025
| Metric | Weighting | Target | Actual | Payout basis | Weighted pool funding |
|---|---|---|---|---|---|
| Performance EBIT (non-GAAP OI adj.) | 60% | $140.8M | $68.6M | 0% pool funding | 0.0% |
| Revenue ($M) | 30% | $840.0 | $725.0 | 54.4% pool funding | 16.3% |
| RTM (new products released) | 10% | 31 | 39 | 200% pool funding | 20.0% |
| Total pool funding | — | — | — | — | 36.3% |
| AIP cash payout determination | FY2025 |
|---|---|
| Target AIP ($) | $340,000 |
| Less Target AIP PSU Amount ($) | $170,000 |
| 2025 Cash Target AIP ($) | $170,000 |
| Pool funding per corporate achievement | 36.3% |
| Multiplier for individual performance | 1.00 |
| Final AIP cash payout ($) | $61,710 |
| Annual Incentive Paid (Non-Equity) | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| AIP cash paid ($) | $600,000 | $272,850 | $61,710 |
FY2025: executives elected to receive approximately half of target AIP in PSUs (AIP PSUs) mirroring AIP metrics; AIP PSUs granted June 2024 and vested May 16, 2025; no individual performance multiplier applied to AIP PSUs .
Long-Term Incentive (LTI) – FY2025 grant structure and metrics
| Component | Grant date | Shares/Units | Grant date fair value ($) | Notes |
|---|---|---|---|---|
| RSUs (annual) | 6/11/2024 | 34,495 | 1,000,010 | Service-based |
| PSUs – AIP PSUs | 6/11/2024 | Target 5,865; Max 11,730 | 170,026 | Mirrors AIP metrics; no individual multiplier |
| PSUs – multi-year (Revenue growth, Performance EBITDA, Cycle Time) | 6/11/2024 | Target 51,746 | 1,647,074 | See distribution detail below |
| RSUs (retention) | 2/27/2025 | 20,671 | 450,008 | Service-based |
| FY2025 PSU distribution at target (by metric) | Shares |
|---|---|
| Cumulative annual revenue growth PSUs | 31,046 |
| Cumulative Performance EBITDA PSUs | 15,525 |
| Cycle time PSUs | 5,175 |
| Total PSUs (target) | 51,746 |
| AIP PSUs (target) | 5,865 |
| Performance-based equity outcomes with periods ending FY2025 | Threshold | Target | Max | Actual | Payout |
|---|---|---|---|---|---|
| FY2023 grant: Relative TSR (FY2023–FY2025) | 25th %ile | 50th %ile, positive TSR | 75th %ile, positive TSR | 50th %ile, negative TSR | 100% |
| FY2023 grant: Performance EBITDA (FY2023–FY2025) | $913.2M | $1,058.1M | $1,124.8M | $846.0M | 0% |
| FY2024 grant: Performance EBITDA (FY2024–FY2025) | $710.2M | $887.7M | $952.5M | $487.9M | 0% |
Equity Ownership & Alignment
| Beneficial ownership (as of June 11, 2025) | Shares | % of outstanding |
|---|---|---|
| Derek P. D’Antilio | 84,697 | <1% of 184,925,395 shares |
| Outstanding equity awards at FY2025 year-end | Grant date | Unvested RSUs (#) | Market value ($) | Unearned PSUs (#) | Market/Payout value ($) |
|---|---|---|---|---|---|
| FY2022 RSUs | 5/16/2022 | 31,942 | 794,078 | — | — |
| FY2022 PSUs (multi-year) | 5/16/2022 | 12,777 | 317,636 | — | — |
| FY2023 RSUs | 2/2/2023 | 36,497 | 907,315 | — | — |
| FY2023 RSUs/PSUs | 5/15/2023 | 4,031; PSUs 13,447 | 100,211; 334,292 | 13,447 | 334,292 |
| FY2023 RSUs | 5/15/2023 | 14,062 | 349,511 | — | — |
| FY2024 PSUs (target) | 6/11/2024 | — | — | 25,874 | 643,228 |
| FY2024 RSUs | 6/11/2024 | 34,495 | 857,546 | — | — |
| FY2024 RSUs (AIP PSUs residual RSUs) | 6/11/2024 | 2,129 | 52,927 | — | — |
| FY2025 RSUs (retention) | 2/27/2025 | 20,671 | 513,881 | — | — |
| Upcoming vesting (specific dates) | Vest date | Award |
|---|---|---|
| RSUs vest in full | Feb 13, 2026 | From 2/2/2023 grant |
| RSUs vest in full | Feb 27, 2026 | From 2/27/2025 grant |
Alignment policies:
- Hedging and pledging of Company stock are prohibited; no margin accounts permitted .
- Stock ownership guidelines: 3x base salary for Covered Executives; all NEOs are in compliance or expected to be compliant within the 4-year window .
Stock/option status:
- No outstanding stock options held by NEOs; Company prohibits repricing/backdating; does not currently grant options .
Employment Terms
| Provision | Derek P. D’Antilio |
|---|---|
| Severance trigger | Qualifying Termination (termination by Company without cause or by executive for good reason), subject to release and compliance with restrictive covenants |
| Cash severance | Lump sum equal to 2.0× then-current base salary and target bonus |
| Prorated bonus | Prorated target bonus for year of termination |
| Health benefits | Company-paid continuation up to 18 months |
| RSU treatment | Governed by plan/award; no special next-tranche vesting language for CFO (CEO has separate RSU acceleration; CFO follows plan) |
| PSU treatment | Governed by plan/award; for non-CEO, per plan |
| Change-in-control equity | Double-trigger: full vesting if Qualifying Termination within 24 months post-CIC; PSU performance measured at greater of target or trending |
| Potential payments (assumed 3/28/2025; stock $24.86) | Termination following CIC: $7,513,337 total ($1,530,000 cash severance; $340,000 prorated bonus; $41,832 benefits; $5,601,505 equity) |
| Potential payments (Qualifying Termination) | $5,647,942 total ($1,530,000 cash; $340,000 bonus; $41,832 benefits; $3,736,110 equity) |
| Clawback policy | Recovery of incentive-based compensation following restatements for prior 3 fiscal years; adopted Nov 6, 2023 (effective Oct 2, 2023) |
| 280G / 4999 | Company will seek shareholder approval (with contingent waiver) to preserve payments for CFO if “parachute payments” would trigger excise tax; no tax gross-ups |
| Non-compete / non-solicit | Continued compliance required under severance agreements |
Compensation Committee Analysis
- Committee members: Mary G. Puma (Chair), Richard R. Lury, Susan D. Lynch; independent; Meridian Compensation Partners engaged as consultant .
- Peer group (FY2025): Cirrus Logic; Diodes; Lattice; MACOM; MaxLinear; Microchip; Monolithic Power; onsemi; Power Integrations; Qorvo*; Rambus; Semtech; Sensata Technologies*; Silicon Labs; SiTime*; Synaptics; Wolfspeed (*added in FY2025) .
- Say-on-pay: ~99% approval at 2024 annual meeting .
Compensation Structure Notes
- FY2025: Management deferred and ultimately did not implement salary increases approved during annual review, as a cost avoidance initiative .
- FY2025 AIP design split approximately 50% cash / 50% PSUs (AIP PSUs) to reduce cash compensation during customer inventory digestion period .
- Cap on AIP payouts is 200% of target; PSU payouts capped for negative absolute TSR .
Equity Liquidity and Vesting Pressure
- Shares vested in FY2025: 25,835 shares vested for D’Antilio with $768,591 realized value .
- Upcoming single-tranche vesting dates in February 2026 (2/13 and 2/27) represent potential supply; outstanding RSUs and PSUs detailed above .
Investment Implications
- Pay-for-performance: 2025 AIP cash payout was modest ($61.7k) on 36.3% pool funding given EBIT shortfall and revenue compression; a larger portion of annual incentive taken in PSUs aligns with shareholder outcomes in a downcycle .
- Retention economics: Severance economics are meaningful (2× salary+bonus plus benefits) with double-trigger equity vesting; CIC and Qualifying Termination scenarios imply $7.5M and $5.6M totals respectively, supporting retention but elevating event-driven payout sensitivity .
- Alignment and governance: Robust anti-hedging/anti-pledging, 3× salary ownership guideline, and clawback policy reduce misalignment and risk; no tax gross-ups and strong say-on-pay (>99%) indicate shareholder-friendly practices .
- Trading signals: Two full RSU tranches vest in Feb 2026; combined with ongoing PSU outcomes tied to TSR and EBITDA, monitor 10b5-1 plans and Form 4s around these windows for potential insider supply; Company currently reports no options outstanding, limiting option-related selling catalysts .