Krishna G. Palepu
About Krishna G. Palepu
Krishna G. Palepu, age 70, is an independent Class I director at Allegro MicroSystems (ALGM), serving since January 2025. He chairs the Nominating & Governance Committee (NGC) and is a member of the Strategy Committee. Dr. Palepu is the Ross Graham Walker Professor of Business Administration at Harvard Business School (faculty since 1983) and previously served as Senior Advisor to the President of Harvard University (2012–2019). He holds a master’s in Electronics (Andhra University), an MBA-equivalent (IIM Calcutta), and a Ph.D. in Management (MIT Sloan) . The Board has determined he is an independent director under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvard Business School | Ross Graham Walker Professor of Business Administration | 1983–present | Senior Associate Dean roles (International Development; Research); expertise in board effectiveness and globalization |
| Harvard University | Senior Advisor to the President | 2012–2019 | Senior advisory role to University leadership |
| Azenta Inc. (public) | Director; Chair, Nominating & Governance Committee | Through Feb 2024 | Led NGC; public board experience |
External Roles
| Category | Organization | Status/Notes |
|---|---|---|
| Current public boards | None | No current public company directorships |
| Recent public boards | Azenta Inc. | Served until Feb 2024; NGC Chair |
| Private/non‑profit/academic | Various | Has served on private and non-profit boards (unspecified) |
Board Governance
- Committees: Chair, Nominating & Governance Committee; Member, Strategy Committee .
- Independence: Determined independent under Nasdaq rules (one of six independent directors on nine‑member board) .
- Attendance: In FY2025, there were 16 Board meetings; each director then serving attended at least 75% of Board and applicable committee meetings .
- Tenure and classing: Joined Jan 2025; in June 2025 the Board rebalanced classes—he resigned and was immediately re‑elected as Class I, with service deemed uninterrupted; re‑appointed as NGC Chair and Strategy Committee member .
- Board leadership: Chairman is Yoshihiro (Zen) Suzuki; Lead Independent Director is Joseph R. Martin (since Sept 12, 2024), with responsibilities to preside over executive sessions and approve agendas/schedules .
- Committee cadence (FY2025): Audit (10), Compensation (5), NGC (8), Strategy (4) meetings, indicating active committee oversight .
- Stockholders Agreement context: Sanken retains designation rights for directors; Palepu is among Nom/Gov Directors designated by the NGC (not by Sanken), supporting independence .
Fixed Compensation
| Component | Policy/Structure | FY2025 Actual for K.G. Palepu |
|---|---|---|
| Cash retainer | Eligible Directors: $60,000 annual; Chairman $75,000; Lead Independent $75,000; Committee chair/member retainers: Audit Chair $25k; Comp Chair $20k; NGC Chair $10k; Strategy Chair $10k; Audit member $10k; Comp member $8.5k; NGC member $5k; Strategy member $8.5k. Paid quarterly; prorated for partial service . | $12,431 fees earned (joined Jan 2025; NGC Chair and Strategy member; prorated) . |
| Equity retainer | Annual RSUs ≈ $185,000 for Eligible Directors; vest at next annual meeting (one‑year vest), prorated for partial‑year service . | $97,059 stock award (prorated FY2025) . |
| Total FY2025 Director Pay | Cash + Equity | $109,490 . |
- Anti‑hedging/pledging: Company policy prohibits hedging or pledging of Company securities by directors .
- Stock ownership guideline: Non‑employee directors must hold ≥3× annual cash retainer; 4‑year compliance window; as of record date, all Covered Directors were either in compliance or on track within the window .
Performance Compensation
- Directors do not receive performance‑conditioned pay; ALGM uses time‑based RSUs for directors (alignment via equity holding and ownership guidelines) .
- For broader pay‑for‑performance governance insight (relevant to board oversight), FY2025 executive incentive metrics and outcomes:
| Metric | Weight | Threshold | Target | Maximum | Actual FY2025 | Payout for Metric |
|---|---|---|---|---|---|---|
| Performance EBIT ($M) | 60% | 112.6 | 140.8 | 154.9 | 68.6 | 0.0% |
| Revenue ($M) | 30% | 714.0 | 840.0 | 903.0 | 725.0 | 54.4% |
| RTMs (# of new products) | 10% | 29 | 31 | 39 | 39 | 200.0% |
| Total AIP Pool Funding | — | — | — | — | — | 36.3% |
- AIP PSUs granted to executives mirrored AIP metrics and paid out 36.3% of target (vested May 16, 2025) .
Other Directorships & Interlocks
| Person | External Affiliation | Potential Interlock/Conflict |
|---|---|---|
| Krishna G. Palepu | None current; former Azenta Inc. (NGC Chair) | No disclosed transactions or related‑party ties with ALGM; Board affirms independence . |
- Sanken/PSL ecosystem: Several directors have affiliations with Sanken or PSL, but Palepu is NGC‑designated and independent; NGC oversees independence and conflicts . Related‑party transactions disclosed involve Sanken/PSL; none involve Palepu -.
Expertise & Qualifications
- Corporate governance and public company board leadership (former NGC Chair at Azenta; academic research on board effectiveness) .
- Global strategy and emerging markets (extensive research; advisor roles; expertise in India/China) .
- Strategy oversight (member of Strategy Committee at ALGM) .
- Academic credentials: Ph.D. (MIT Sloan), MBA‑equivalent (IIM Calcutta), M.S. Electronics (Andhra Univ.) .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 4,579 shares (includes 4,029 RSUs vesting Aug 7, 2025; and 550 shares held by spouse) . |
| Ownership % of outstanding | ~0.0025% of 184,925,395 shares outstanding as of record date (calculation: 4,579/184,925,395) . |
| Vested vs unvested | Unvested RSUs: 4,029 scheduled to vest at 2025 annual meeting; remaining 550 are currently held (spouse) . |
| Pledging/Hedging | Prohibited by Company policy . |
| Ownership guidelines | 3× annual cash retainer; 4‑year window to comply; directors in compliance or on track . |
Governance Assessment
- Strengths and positive signals:
- Independent director with robust governance expertise; chairs NGC (key for board composition, independence, ESG oversight, and board/committee evaluations) -.
- Attendance: Company reports all directors met ≥75% threshold; active committee cadence supports engagement .
- Alignment: Director equity retainer and 3× retainer ownership guideline; anti‑hedging/pledging policy; strong say‑on‑pay support (~99% in 2024), indicating investor confidence in compensation governance .
- No disclosed related‑party transactions or conflicts involving Palepu; Board affirms independence .
- Structural considerations:
- Staggered (classified) board can make change of control or rapid composition changes more difficult—potential entrenchment risk, though not specific to Palepu .
- Stockholders Agreement grants Sanken nomination rights at certain ownership thresholds; NGC retains substantial designation authority for independent Nom/Gov Directors including Palepu .
- Compensation governance (broader context):
- Executive AIP and PSUs use multi‑metric design (Performance EBIT, revenue, RTMs; LTIs with revenue CAGR, cumulative Performance EBITDA, cycle time, and TSR modifier with negative TSR cap) reflecting pay‑for‑performance rigor; FY2025 payouts were materially down (AIP 36.3%) consistent with lower performance—investor‑friendly alignment -.
- RED FLAGS:
- None specific to Palepu disclosed (no attendance shortfall, no related‑party ties, no hedging/pledging, no equity pledges, no insider loans). Structural risks stem from classified board and major shareholder rights, not from Palepu individually .