Mary G. Puma
About Mary G. Puma
Mary G. Puma, age 63, is an independent Class I director of Allegro MicroSystems (ALGM) who has served on the board since October 2023. She chairs the Compensation Committee and serves on the Nominating & Governance and Strategy Committees, bringing over 40 years of technology experience including 25+ years in semiconductors as former CEO and Executive Chair of Axcelis Technologies; she holds a B.A. in Economics from Tufts University and a Master of Science from the MIT Sloan School of Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Axcelis Technologies, Inc. | Executive Advisor | Since May 2024 | Senior advisory role post-chair/CEO |
| Axcelis Technologies, Inc. | Executive Chairperson | May 2023 – May 2024 | Oversight following long-tenured CEO role |
| Axcelis Technologies, Inc. | President & CEO | Jan 2002 – May 2023 | Led company for >21 years |
| Axcelis Technologies, Inc. | President & COO | From July 2000 | Operations leadership pre‑CEO |
| Eaton (Implant Systems Division) | GM & VP | Appointed 1998 | Managed division; joined Eaton in 1996 |
| General Electric Company | Marketing & General Management | ~15 years (pre‑1996) | Broad functional leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Entegris, Inc. | Director | Current | Semiconductor materials supplier |
| Ciena Corporation | Director | Current | Networking equipment company |
| Penguin Solutions, Inc. (SMART Global Holdings) | Director | Current | Enterprise systems; formerly SGH |
| Nordson Corporation | Director | Until Nov 2023 | Prior public company board |
| Axcelis Technologies, Inc. | Executive Chair; CEO; Director | Until May 2024 (Chair); Until May 2023 (CEO) | Long‑tenured leadership |
| SEMI (Semiconductor Equipment and Materials International) | Chairperson of the Board | Since Dec 2022 | Global industry association |
Board Governance
- Independence: The Board determined Mary G. Puma is independent under Nasdaq rules .
- Committee assignments and meeting cadence (FY2025): Compensation (Chair; 5 meetings), Nominating & Governance (Member; 8 meetings), Strategy (Member; 4 meetings) .
- 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 Ms. Puma .
- Lead Independent Director: Joseph R. Martin (not Puma) .
- Board structure: Staggered three‑class board; removal only for cause (except Sanken‑designated directors per Stockholders Agreement), which can make change of control more difficult .
Fixed Compensation
| Component (FY2025) | Amount ($) | Notes |
|---|---|---|
| Annual cash fees | 82,609 | Board and committee retainers |
| Stock awards (RSUs) | 157,667 | Time‑based; vest at next annual meeting |
| Other (charitable match) | 5,000 | Director gift matching program |
| Total | 245,276 | Sum of above |
Director compensation program schedule (Eligible Directors):
| Role | Annualized Cash Retainer ($) | Notes |
|---|---|---|
| Board member | 60,000 | Base retainer |
| Chairman of the Board | 75,000 | If applicable |
| Lead Independent Director | 75,000 | If applicable |
| Audit Chair / Member | 25,000 / 10,000 | Additional retainers |
| Compensation Chair / Member | 20,000 / 8,500 | Additional retainers |
| NGC Chair / Member | 10,000 / 5,000 | Additional retainers |
| Strategy Chair / Member | 10,000 / 8,500 | Additional retainers |
Equity grants to directors:
- Annual RSUs of approximately $185,000 granted to Eligible Directors at the annual meeting; vest in full at the next annual meeting .
- As of March 28, 2025, Mary had 6,873 unvested RSUs scheduled to vest at the August 7, 2025 annual meeting .
Performance Compensation
- Director equity is time‑based RSUs; no performance‑conditioned director awards disclosed . | Equity Instrument | Grant Value Basis | Vesting | Performance Metrics | |---|---|---|---| | Annual RSUs | ~$185,000 at grant (program guideline) | Full vest at next annual meeting | None (time‑based only) |
Other Directorships & Interlocks
| Company | Shared ties with ALGM counterparties | Potential conflict note |
|---|---|---|
| Entegris, Inc. | None disclosed with ALGM related‑party list | No ALGM related‑party transaction with Entegris disclosed – |
| Ciena Corporation | None disclosed | No ALGM related‑party transaction with Ciena disclosed – |
| Penguin Solutions, Inc. | None disclosed | No ALGM related‑party transaction with Penguin disclosed – |
Context on ALGM related parties and board designations:
- Sanken has nomination rights; current Sanken designees include Katsumi Kawashima and Richard R. Lury; Sanken maintains significant ownership and contractual rights per Stockholders Agreement – .
- Related‑party transactions involve Sanken and Polar Semiconductor (PSL); no related‑party transactions disclosed involving Mary Puma –.
Expertise & Qualifications
- 40+ years in technology; 25+ years in semiconductors; extensive CEO/COO/Executive Chair experience in capital equipment (Axcelis) .
- Industry leadership role as Chairperson of SEMI, signaling sector network and governance experience .
- Current public company board service across semiconductor materials and networking, enhancing industry perspective relevant to ALGM’s end‑markets .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Unvested RSUs | Options |
|---|---|---|---|---|
| Mary G. Puma | 11,551 | 0.0062% (11,551 / 184,925,395) | 6,873 | None |
| Citations: ownership 11,551 ; shares outstanding 184,925,395 ; unvested RSUs 6,873 ; directors held no stock options as of Mar 28, 2025 . |
Ownership alignment policies:
- Stock ownership guidelines: directors must hold ≥3x annual cash retainer; all Covered Directors were either in compliance or expected to comply within allotted window .
- Anti‑hedging/anti‑pledging: Hedging and pledging of ALGM securities prohibited for directors and officers .
Governance Assessment
-
Strengths
- Independent director with deep semiconductor operating experience; chairs Compensation Committee and serves on NGC and Strategy, aligning expertise with key oversight areas .
- Strong shareholder alignment mechanisms: robust ownership guidelines (3x retainer), prohibition on hedging/pledging, and an SEC/Nasdaq‑compliant clawback policy adopted Nov 6, 2023 .
- Compensation Committee governance: fully independent members, use of independent consultant (Meridian), with no conflicts of interest identified; 2024 say‑on‑pay support ~99%, signaling investor confidence .
- Director compensation mix skewed to equity (FY2025: $157,667 equity vs $82,609 cash), enhancing alignment with long‑term shareholder value .
-
Potential Risks / RED FLAGS to monitor
- Staggered board and removal limitations can entrench governance; Sanken’s nomination rights and board observer provisions indicate concentrated influence—risk of perceived conflicts despite independent committee oversight .
- Extensive related‑party transactions with Sanken and PSL at the company level (wafer foundry, share repurchase, distribution, consulting); while no transactions involve Puma, overall ecosystem interlocks warrant continued Audit Committee oversight –.
- Industry breadth of external boards (Entegris, Ciena, Penguin Solutions) necessitates ongoing monitoring for any evolving supplier/customer relationships with ALGM that could create indirect conflicts; none disclosed currently –.
-
Engagement and effectiveness signals
- At least 75% meeting attendance; active roles across three committees; presence at 2024 annual meeting supports engagement .
- Strategy Committee participation aligns board oversight with ALGM’s technology and M&A pipeline reviews .
Compensation Committee Analysis (chair perspective)
- Committee composition: Independent directors (Puma—Chair, Lury, Lynch) .
- Consultant: Meridian Compensation Partners advising on program design, peer group, severance terms; no conflicts detected .
- Peer group methodology: 17 companies spanning related semiconductor and components firms, calibrated by size and margins; ALGM positioned around 53rd–65th percentiles across market cap/headcount metrics in May 2024 .
- Clawback: Policy compliant with SEC/Nasdaq (Section 10D) for recovery of erroneously awarded incentive compensation upon restatement .
- Say‑on‑pay: 2024 approval ~99%, committee retained overall approach to executive pay .
Director Equity Detail
| Item | Value | Vesting |
|---|---|---|
| Unvested RSUs (as of Mar 28, 2025) | 6,873 | Vest at Aug 7, 2025 annual meeting |
| FY2025 stock award | $157,667 | Time‑based RSUs (single‑year vest) |
| Options | None outstanding | N/A |
Attendance & Committee Work
| Metric | FY2025 |
|---|---|
| Board meetings held | 16 |
| Attendance threshold | ≥75% for each director then serving |
| Committee meetings | Audit 10; Compensation 5; NGC 8; Strategy 4 |
Director Compensation Mix (FY2025)
| Component | Amount ($) | Mix |
|---|---|---|
| Cash fees | 82,609 | ~34% |
| Equity (RSUs) | 157,667 | ~64% |
| Other (charitable match) | 5,000 | ~2% |
Notes: Percentages derived from disclosed amounts .
Independence & Policies
- Independence confirmed under Nasdaq rules .
- Anti‑hedging/anti‑pledging policy in effect for directors and officers .
- Ownership guidelines: ≥3x retainer for directors; compliance status across Covered Directors is satisfactory or on track .
Related Parties (Company Context; none involving Puma disclosed)
- Sanken Stockholders Agreement: nomination rights and observer; evolves with ownership thresholds –.
- PSL wafer foundry and equity transactions; ALGM ~10.2% ownership of PSL’s ultimate parent post‑closing –.
- Japan distribution termination and consulting arrangements with Sanken; office sublease; share repurchase of ~39M shares from Sanken in 2024 –.
All citations refer to ALGM DEF 14A dated June 25, 2025: .