Richard R. Lury
About Richard R. Lury
Richard R. Lury, age 77, has served on Allegro MicroSystems’ Board since 2007 and is currently a Class III director. He is a retired corporate attorney (Life Partner at Kelley Drye & Warren LLP), with a B.A. from the University of Pennsylvania (1969) and a J.D. from Syracuse University College of Law (1972). His board biography highlights prior directorships at Sanken Electric Co., Ltd. (2015–2022) and Kanadevia Corporation (formerly Hitachi Zosen Corporation) (2016–2024), underscoring deep legal and Japan-focused governance expertise. The Board has determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kelley Drye & Warren LLP | Partner; Chair, Japan Practice Group; Life Partner post-retirement | 1989–2015 (retired 2015; Life Partner thereafter) | Senior corporate attorney; cross-border/Japan expertise |
| Sanken Electric Co., Ltd. | Director | Jun 2015–Jun 2022 | Served on various committees; alignment with major ALGM shareholder experience |
| Kanadevia Corporation (f/k/a Hitachi Zosen Corporation) | Director | Jun 2016–Jun 2024 | Board service at Japanese industrial/engineering company |
External Roles
| Company | Status | Role | Notes |
|---|---|---|---|
| Kanadevia Corporation (f/k/a Hitachi Zosen) | Past (ended Jun 2024) | Director | Public company board within last 5 years |
| Sanken Electric Co., Ltd. | Past (ended Jun 2022) | Director | Public company board within last 5 years; major ALGM shareholder |
| Other current public boards | None | — | No current public company directorships disclosed |
Board Governance
- Current ALGM committees: Compensation; Nominating & Governance (NGC); Strategy. He is not a chair; current chairs are Puma (Comp), Palepu (NGC), Raubacher (Strategy). FY25 committee meetings: Audit 10, Compensation 5, NGC 8, Strategy 4.
- Independence and attendance: Board determined Lury is independent. In FY25, each director attended at least 75% of Board and committee meetings; the 2024 annual meeting was attended by Lury.
- Prior committee leadership: In FY24, Lury was Chair of NCGC; by FY25, NGC chair rotated to Palepu (governance leadership refresh).
- Compensation Committee interlocks: No member (including Lury) was an officer/employee; no related-person transactions involving Lury required disclosure in FY25.
- Stockholders Agreement: Lury was designated by Sanken under the Stockholders Agreement (Sanken held ~32.3% as of Jun 11, 2025), indicating historical linkage to a controlling shareholder; independence nevertheless affirmed by the Board after considering such relationships.
- Board/committee evaluations: NGC leads biennial evaluations; FY25 evaluation led by Lead Independent Director Joseph Martin; next scheduled in FY27.
Fixed Compensation
| Year | Cash Retainer/Fees ($) | Committee/Chair Fees Included | All Other Comp ($) | Notes |
|---|---|---|---|---|
| FY2024 | 78,500 | Includes Board retainer and service as NCGC Chair and Compensation Committee member | — | |
| FY2025 | 75,049 | Reflects Board and committee membership (not chair) | 5,000 (charitable match) |
- Director cash retainer framework (annualized): Board member $60,000; Chair of Board $75,000; Lead Independent Director $75,000; Committee member fees: Audit $10,000; Compensation $8,500; NGC $5,000; Strategy $8,500; Committee chair fees: Audit $25,000; Compensation $20,000; NGC $10,000; Strategy $10,000.
Performance Compensation
| Year | Stock Awards ($) | Instrument | Vesting | Unvested RSUs at FY-End (#) |
|---|---|---|---|---|
| FY2024 | 185,023 | RSUs | Annual director grants vest in full at next annual meeting, subject to service | 3,838 |
| FY2025 | 157,667 | RSUs | Annual director grants vest in full at next annual meeting, subject to service | 6,873 |
- Equity program design: Eligible directors receive an RSU grant with value approximately $185,000, sized by 30-day average price; vesting at the next annual meeting; prorated awards for mid-year service changes. None of the non-employee directors held stock options as of FY25 year-end.
Other Directorships & Interlocks
- No current public company boards; prior five-year public boards: Kanadevia (Hitachi Zosen) to Jun 2024; Sanken to Jun 2022.
- Designation linkage: Sanken designated Lury to ALGM’s Board under the Stockholders Agreement (Sanken ~32.3% ownership as of Jun 11, 2025). This is a governance consideration, though the Board affirmed his independence after reviewing relationships.
Expertise & Qualifications
- Legal/compliance and cross-border governance expertise from senior corporate law practice and Japan-focused board roles; Board cites his legal background and insight from Sanken directorship as key qualifications. Degrees: B.A. (UPenn, 1969), J.D. (Syracuse, 1972).
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Notes |
|---|---|---|---|
| Richard R. Lury | 19,925 | * (<1%) | Includes 6,873 RSUs vesting Aug 7, 2025 (footnote 8) |
| Shares Outstanding (for calc) | 184,925,395 | — | As of June 11, 2025 |
- Ownership alignment: Director stock ownership guidelines require 3x annual cash retainer; all covered directors were compliant or on track within the required window as of the record date.
- Hedging/pledging: Company policy prohibits hedging and pledging of Company securities by directors and other covered persons.
Governance Assessment
- Committee breadth and independence: Lury serves on three key committees—Compensation, NGC, Strategy—supporting board effectiveness; independence affirmed under Nasdaq rules.
- Engagement: Board held 16 meetings in FY25; all directors met at least the 75% attendance threshold; Lury attended the 2024 annual meeting—positive engagement signal.
- Pay mix and alignment: FY25 compensation comprised $75,049 cash, $157,667 in RSUs, and $5,000 charitable match (no options), consistent with equity-heavy director pay and annual full-vesting at the next meeting to reinforce alignment.
- Ownership safeguards: Robust director ownership guidelines (3x retainer) and strict anti-hedging/anti-pledging policy support long-term alignment and reduce agency risk.
- Interlock/conflict check: Although historically designated by and previously a director of Sanken (a 32% holder), the Board reviewed such relationships and determined Lury is independent; no related-person transactions involving Lury required disclosure in FY25.
- Governance process maturity: Biennial board/committee evaluations (led in FY25 by the Lead Independent Director) and rotation of NGC chair from Lury to Palepu reflect refresh and process discipline.
RED FLAGS to monitor: Historical linkage to Sanken (controlling shareholder) via designation and prior board role—investors may scrutinize potential influence; continued Board independence determinations and absence of related-party transactions mitigate risk at present.