Michael C. Doogue

About Michael C. Doogue

Michael C. Doogue, age 50, is President and Chief Executive Officer of Allegro MicroSystems and a director (Class II) since February 23, 2025. He joined Allegro in 1998 and previously served as EVP and Chief Technology Officer overseeing technology development and worldwide operations; earlier roles included SVP of Technology and Products, VP of Advanced Sensor Technologies, Director of Strategic Marketing, and Design Engineer. He holds a B.A. in Physics (Colby College), a B.E. in Electrical Engineering (Dartmouth), completed the SEP program at Stanford GSB, and holds over 75 U.S. semiconductor-related patents . In FY2025, Allegro revenue was $725.0M (down 31% YoY), GAAP gross margin 44.3%, EBITDA $7.6M, Adjusted EBITDA $113.0M, Non-GAAP diluted EPS $0.24; the FY2025 “Performance EBIT” used for incentives was $68.6M and the AIP pool funded at 36.3% on metrics performance . Allegro’s pay-versus-performance disclosure shows FY2025 total shareholder return index value of 140.45 (base $100) and peer index 187.63 .

Past Roles

External Roles

Board Governance

• Board service: Class II director (rebalanced June 2025; deemed continuous service), currently serves on the Strategy Committee .
• Independence and dual roles: As CEO, he is not independent; Board leadership is separated (non-executive Chair Yoshihiro (Zen) Suzuki) with a Lead Independent Director (Joseph Martin) to enhance oversight; Board views separated Chair/CEO as appropriate and reviews structure periodically .
• Committees: Member, Strategy Committee; not on Audit or Compensation Committees (independent directors chair these) .
• Attendance: In FY2025, the Board held 16 meetings; all directors then serving attended ≥75% of Board and committee meetings .
• Director pay: Employee directors (including Doogue) receive no director compensation .

Fixed Compensation

• CEO employment terms (effective Feb 23, 2025): base salary $700,000; target annual bonus 125% of base; eligible for FY2026 equity grant with $6,000,000 target grant-date value .

Performance Compensation

Annual Incentive Plan (AIP) – FY2025 Design and Outcomes

• FY2025 AIP structure split target awards: ~50% cash and ~50% AIP PSUs with identical metrics; Individual performance multipliers not applied to AIP PSUs; AIP PSUs vested after results release .

FY2025 Equity Awards (granted June 11, 2024 unless noted)

PSU performance framework (FY2025 LTI):

• Revenue Growth CAGR (60% weight): 3-year CAGR goals: 2.5% (50% payout), 5.0% (100%), 8.0% (200%) .
• Cumulative Performance EBITDA (30% weight): Payouts for FY2025 (0% achieved), FY2025–26, and FY2025–27 tranches at 50%/100%/200% based on 80%/at plan/110% of plan .
• Cumulative Cycle Time (10% weight): Binary 0%/100% based on average ≤110 weeks for 85% of RTMs over FY2025–FY2027 .
• TSR Modifier: Relative TSR vs Russell 3000 Semis group adjusts total PSU payout by 0.7–1.3; capped at 1.0 if absolute TSR is negative .

Prior PSU performance vesting (components ending FY2025):

• 2023 grant TSR component paid at 100% (e.g., Doogue earned 16,610 shares); 2023 and 2024 grants’ EBITDA components for pertinent periods paid 0% (except prorated CEO predecessor per separation) .

Compensation governance and alignment:

• Say‑on‑pay approval ~99% at 2024 AGM; committee retained program design in FY2025 .
• Independent consultant Meridian supports peer group, plan design, and competitiveness .
• Peer group (17 companies) includes ON, MCHP, MPS, Lattice, Power Integrations, Qorvo, Sensata, Wolfspeed, etc. . Meridian found NEO target cash and equity below 50th percentile in aggregate (May 2024 analysis) .

Equity Ownership & Alignment

Vesting cadence and potential selling pressure:

• RSUs vest May 16 each year (2025/2026/2027); FY2025 AIP PSUs vested May 16, 2025; FY2025 LTI PSUs cliff-vest after performance on May 16, 2027, subject to outcomes. These dates can cluster Form 4 activity around vesting windows, though hedging/pledging is disallowed and no option overhang exists .

Employment Terms

• Employment Agreement (effective Feb 23, 2025): At‑will; Annual base salary $700,000; Target annual bonus 125% of salary; Eligible for FY2026 equity grant with $6,000,000 target value; Standard benefits and expense reimbursement .
• Severance (single‑trigger Qualifying Termination without cause or for good reason): Lump sum 2.0x base + target bonus; prorated target bonus; up to 18 months COBRA subsidy; RSUs accelerate one next‑tranche; PSUs prorated at greater of target or “trending” performance .
• Change in Control (double‑trigger within 24 months): Same cash; 24 months COBRA; 100% vesting of all equity (PSUs at greater of target or trending) .
• 280G best‑pay cap (cutback if beneficial); arbitration provision; New Hampshire law; restrictive covenants compliance condition for severance .
• Company-wide clawback policy (SEC/Nasdaq compliant) adopted effective Oct 2, 2023 .

Performance & Track Record (select FY2025 factors)

• Strategic actions: Reduced distributor inventory ~25% YoY; 50% more product releases vs FY2021 IPO year; record Q4 design wins; repurchased 39M shares from Sanken, reducing its ownership to ~33% and increasing float; $200M incremental term loan and $105M voluntary debt payments .
• AIP outcome matched performance pressure: EBIT below threshold; revenue near threshold; operational RTM metric maxed; cash AIP paid at 36.3% with no individual discretion adjustments .

Compensation Committee Analysis (governance levers)

• All-Independent Compensation Committee (Chair: Mary G. Puma) with authority over executive/director pay; Meridian as independent consultant; no material perqs; no tax gross-ups; robust clawback; anti-hedging/pledging; no option repricing; strong ownership guidelines .
• Peer group refined to balance size and margins; target positioning around market median with flexibility; FY2025 analysis found target cash and equity below median in aggregate .

Related Party Transactions and Red Flags

• No Item 404 related-party interest disclosed for Doogue; Employment Agreement explicitly notes no such material interests .
• Broader company RPTs (e.g., with Sanken and Polar Semiconductor) are governed under Board policies and Audit Committee review; no executive hedging/pledging; no option repricing; clawback in place; Say‑on‑Pay 2024 ~99% .

Investment Implications

• Pay-for-performance alignment: FY2025 AIP funded at 36.3% and AIP PSUs vested at 36.3%, reflecting challenging macro/inventory digestion; 2023–2025 PSU components tied to EBITDA paid 0% while relative TSR paid at 100%, dampening realized equity value—signaling discipline and downside sensitivity in the model .
• Retention vs. sale incentives: CEO severance of 2x salary+target with double-trigger full equity acceleration balances retention and potential M&A outcomes; 280G cutback reduces excess parachute risks .
• Ownership alignment: 283,142 shares beneficially owned (<1%) plus significant unvested RSUs/PSUs; 6x-salary ownership guideline and anti-hedging/pledging enhance alignment and reduce leverage risk .
• Trading signals: Concentrated vesting dates (May 16 cycles) can introduce periodic supply from tax withholding/settlement; lack of options and prohibition on pledging mitigate volatility amplification. Near-term incentive emphasis on Performance EBIT, revenue and product RTMs focuses operational execution; multi-year PSU metrics (Revenue CAGR, Performance EBITDA, cycle time, relative TSR) drive longer-term value creation gates .