Katsumi Kawashima
About Katsumi Kawashima
Katsumi Kawashima (age 60) has served on Allegro MicroSystems’ Board since June 2022. He is a Senior Vice President at Sanken Electric Co., Ltd., and serves on Sanken’s board and several Sanken affiliates. He holds a B.S. in Physics from Tokyo University of Science (1989). He is nominated as a Class II director, with service deemed continuous despite a June 2025 board class rebalancing and immediate re-election as Class II; he was designated to Allegro’s board by Sanken under the Stockholders Agreement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sanken Electric Co., Ltd. | Senior Vice President; previously Senior Corporate Officer (Jun 2022–Jun 2023), Corporate Officer (Jun 2021–Jun 2022); Head of Corporate Design (since Apr 2022) | 2021–present | Leads corporate design; senior leadership roles |
| Resona Holdings, Inc. | Senior Manager, Market Planning Division | Apr 2016–Mar 2018 | Market planning leadership |
| Sanken (General Affairs/Human Resources) | Director (Apr 2021–Mar 2022); Deputy Director (Apr 2018–Mar 2021) | 2018–2022 | Corporate administration oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sanken Electric Co., Ltd. | Board Director | Since Jun 2022 | Board service; also serves on boards of Sanken affiliates |
| Allegro MicroSystems | Class II Director nominee (Sanken designee) | Board service since Jun 2022; nominated through 2028 | Designated by Sanken under Stockholders Agreement |
Board Governance
- Independence: Not independent under Nasdaq rules; independent directors include Lury, Lynch, Martin, Palepu, Puma, Raubacher (Kawashima not listed). He is a Sanken designee per the Stockholders Agreement .
- Committee assignments: Not listed on Audit, Compensation, Nominating & Governance (NGC), or Strategy committees in FY2025 .
- Attendance: The Board met 16 times in FY2025; each director then serving attended at least 75% of Board and committee meetings. The 2024 virtual annual meeting was attended by Kawashima among other directors .
- Board class/election: Rebalanced in June 2025; Kawashima re-elected as Class II with uninterrupted service; Class II terms run to the 2028 Annual Meeting .
- Lead Independent Director: Joseph R. Martin (since Sept 2024), with responsibilities including executive sessions, agendas, and liaison duties .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | Kawashima served as a Sanken designee and did not receive Allegro Board compensation |
| Committee chair/member fees | $0 | Not on committees; Sanken designees are not “Eligible Directors” for compensation |
| Director RSUs (annual grant) | $0 | No equity awards reported for Kawashima; Eligible Directors received RSUs vesting at next annual meeting |
Reference director program rates for Eligible Directors (for context; not applicable to Kawashima):
- Base annual cash retainer: $60,000; Chairman/LID: $75,000 .
- Committee chair/member retainers: Audit Chair $25,000; Compensation Chair $20,000; NGC Chair $10,000; Strategy Chair $10,000; Audit member $10,000; Compensation member $8,500; NGC member $5,000; Strategy member $8,500 .
- Eligible Directors RSUs: ~$185,000 grant value; vest at next annual meeting .
Performance Compensation
| Metric | Structure | FY2025 Application to Kawashima |
|---|---|---|
| Director performance-based pay | None (director RSUs are time-based) | Not applicable; Kawashima did not receive RSUs |
Other Directorships & Interlocks
| Company | Relationship | Governance Note |
|---|---|---|
| Sanken Electric Co., Ltd. | SVP; Head of Corporate Design; Board Director | Sanken owned ~32.3% of ALGM as of Jun 11, 2025; has nomination rights under Stockholders Agreement; designated Kawashima to ALGM’s Board |
| Sanken affiliates | Board roles | Multiple affiliate directorships per biography |
Key related-party exposures with Sanken and Polar Semiconductor (PSL):
- Japan distribution termination (one-time $5.0M payment; $4.2M inventory return allowance) and short-term distribution/consulting agreements; STDA extended Mar 31, 2025; no payments in FY2025 .
- Sublease in Japan: ~$220,000 paid in FY2025 .
- Consulting agreement: Allegro provides tools/technical information to Sanken for $200,000 (Mar 11, 2025) .
- Share repurchase: Allegro repurchased 38.8M shares from Sanken in July–Aug 2024 (Sanken paid $35M facilitation fee), reducing Sanken’s stake to ~33% at that time; ownership disclosed at 32.3% at record date .
- PSL wafer foundry agreement: ~$55.0M purchases in FY2025; Allegro holds ~10.2% indirect equity post-transaction .
Expertise & Qualifications
- Physics and corporate design expertise; senior operational and administrative experience at Sanken (Head of Corporate Design; prior Director/Deputy Director of GA/HR) .
- Board service in Japanese corporate context; governance understanding via Sanken board roles .
Equity Ownership
| Item | Value |
|---|---|
| Total beneficial ownership (ALGM common) | Not reported; below 1% (“—” in table; asterisk denotes <1%) |
| Ownership as % of shares outstanding | <1% |
| Vested vs. unvested director RSUs | None reported for Kawashima |
| Pledged shares | Prohibited by Insider Trading Compliance Policy for Covered Persons (directors) |
| Stock ownership guidelines | Robust guidelines (3x retainer for Covered Directors); however certain appointees of shareholders (e.g., Sanken designees) historically may not receive compensation or equity and thus are not Covered Directors; evaluation indicated all Covered Directors/Executives are in compliance or within window |
Governance Assessment
- Independence and conflicts: Kawashima is a Sanken designee and officer, making him non‑independent under Nasdaq rules. Sanken retains significant influence via 32.3% ownership and nomination rights, and Allegro maintains ongoing transactions with Sanken and PSL—this requires rigorous oversight to mitigate conflicts of interest .
- Committee engagement: Not on Audit, Compensation, NGC, or Strategy committees, limiting direct involvement in core oversight areas; however, this also reduces direct conflict risk in sensitive committees given his Sanken affiliation .
- Attendance/engagement: Board met 16 times; each director attended at least 75% of Board/committee meetings; Kawashima attended the 2024 annual meeting—baseline engagement meets governance expectations .
- Compensation alignment: No Allegro cash or equity compensation and no reported share ownership reduces direct pay-for-performance alignment with ALGM shareholders, but also avoids director pay anomalies. Eligible Directors (not including Sanken designees) receive RSUs and cash retainers; Kawashima did not .
- Board structure & mitigants: Allegro has six independent directors, a Lead Independent Director, and a formal related-party transaction review policy through the Audit Committee, which helps mitigate risks from Sanken relationships. Say‑on‑pay support was ~99% in 2024, indicating shareholder confidence in broader governance/compensation practices .
RED FLAGS
- Non‑independent director designated by and employed by a major shareholder (Sanken) with ongoing related-party transactions (distribution, sublease, consulting), necessitating vigilant conflict management .
- No Allegro equity ownership and no director RSUs reported—limited “skin‑in‑the‑game” alignment with minority shareholders .
- Not serving on core oversight committees (Audit/Comp/NGC), which can constrain his contribution to board effectiveness in those areas .
POSITIVE SIGNALS
- Independent majority and Lead Independent Director structure; formal related‑party approval processes under Audit Committee policy .
- Governance enhancements and reduced Sanken stake via 2024 repurchase; broadened public float and improved corporate governance positioning .