Joseph R. Martin

About Joseph R. Martin

Joseph R. Martin (age 77) has served on Allegro MicroSystems’ Board since 2017 and became Lead Independent Director on September 12, 2024. He is a former Co‑Chairman and earlier Senior EVP/CFO and Vice Chairman of Fairchild Semiconductor’s board. He holds a B.S. in Aeronautics (1974) and honorary Ph.D. (2018) from Embry‑Riddle Aeronautical University, and an MBA from the University of Maine (1976); he also holds an Executive Master’s Professional Certification from the American College of Corporate Directors .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Martin is independent under Nasdaq rules; he also qualifies as an audit committee financial expert .
• Lead Independent Director: Elected Sep 12, 2024; responsibilities include presiding over executive sessions, approving agendas/schedules, and acting as liaison between independent directors and CEO/Chair .
• Attendance: In FY2025, each director attended at least 75% of Board and relevant committee meetings; Board met 16 times .
• Committee responsibilities framework: Audit oversees financial reporting, auditor oversight, related‑party review, risk (including cybersecurity) and whistleblower matters; NGC oversees board composition/independence, governance guidelines, succession, ESG, and board evaluations; Strategy oversees technology roadmaps, M&A pipeline, KPI reviews, and talent for tech strategy .

Committee meeting cadence (FY2025): Audit 10; Compensation 5; NGC 8; Strategy 4 .

Fixed Compensation

Director compensation realized (cash and equity) for Joseph R. Martin:

Program structure (annualized cash retainers for eligible directors):

Notes:

• Annual retainers paid quarterly in arrears and prorated as applicable .
• ALGM matches director charitable donations up to $5,000 annually .

Performance Compensation

• Equity vehicle: RSUs granted annually with value targeted at approximately $185,000; awards vest in full on the next Annual Meeting date, subject to continued service; prorated grants for mid‑year appointments .
• Options: None outstanding for non‑employee directors as of FY2025 year‑end .

RSU holdings and vesting:

Performance metrics tied to awards: None; director RSUs are time‑based (no revenue/EBITDA/TSR metrics) .

Other Directorships & Interlocks

• Current public boards: None .
• Prior five years: Azenta Inc. (Chairman, until Feb 2024); Bionik Labs (until 2023); Collectors Universe (until 2020) .
• Notable shared network: Another ALGM director (Krishna G. Palepu) also previously served on Azenta’s board, indicating a past interlock outside ALGM .
• Compensation Committee interlocks: FY2025 Compensation Committee comprised Aldrich, Lury, Lynch, Puma, Schorr; Martin was not a member and had no Item 404 related‑party transactions noted .

Expertise & Qualifications

• Financial expert designation: The Board determined Martin is an “audit committee financial expert” under Item 407(d)(5) .
• Skill set: Finance/accounting, corporate governance, semiconductor industry experience; reflected in director skills matrix and biography .

Equity Ownership

• Outstanding shares used for percentages: 184,925,395 .
• Ownership guidelines: Covered Directors must hold ALGM stock equal to 3x annual Board retainer; unvested time‑based RSUs count toward compliance; all Covered Directors and NEOs were either in compliance or expected to be within the window .
• Hedging/pledging: Prohibited for officers, directors and employees (positive alignment signal) .

Governance Assessment

• Strengths:

  • Independent director with deep semiconductor and financial leadership credentials; designated audit committee financial expert .
  • Lead Independent Director role established with clear responsibilities, enhancing board effectiveness and independent oversight .
  • Strong engagement: Board held 16 meetings in FY2025; all directors met at least 75% attendance thresholds; Martin sits on Audit, NGC, Strategy—positions tied to financial reporting, governance, and strategic oversight .
  • Director compensation mix balanced between cash and time‑based equity; equity vests only with continued service; charitable match modest; no options outstanding—reduces risk of repricing .
  • Robust related‑party transaction review policy and prohibition on hedging/pledging reduce conflict and misalignment risks .

• Watch items / potential risks:

  • Structural shareholder influence: Sanken retains board designation rights via Stockholders Agreement; while Martin is a Nom/Gov director and independent, board composition is partially shaped by a significant shareholder, which warrants ongoing monitoring of independence dynamics .
  • Personal shareholding: As typical for non‑employee directors, beneficial ownership is <1%; ownership guidelines mitigate alignment concerns by requiring 3x retainer holdings and counting time‑based RSUs .

• Conflicts:

  • No related‑party transactions disclosed for Martin; Compensation Committee expressly noted no Item 404 transactions among members other than one involving Mr. Schorr (not Martin) .

Overall, Martin’s independent status, financial expertise, and leadership as Lead Independent Director support investor confidence, with alignment reinforced by ownership guidelines and time‑based equity, and limited conflict exposure based on current disclosures .