Sharon S. Briansky
About Sharon S. Briansky
Sharon S. Briansky is Senior Vice President, General Counsel and Secretary of Allegro MicroSystems (joined December 2021). She previously served at Thermo Fisher Scientific as Vice President, Deputy General Counsel and Secretary (2017–2021) and Vice President, Associate General Counsel (2005–2017). She holds a B.A. in Political Science from the University of North Carolina (1995) and a J.D. from Boston University School of Law (1998) . Allegro’s FY2024 revenue was $1,049.4M (Adjusted EBITDA $364.2M), followed by FY2025 revenue of $725.0M amid inventory digestion (Adjusted EBITDA $113.0M); relative TSR PSU from FY2023–FY2025 paid at 100% (median rank, negative TSR cap) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Thermo Fisher Scientific | VP, Deputy General Counsel & Secretary | 2017–2021 | Led public company governance and legal support at scale |
| Thermo Fisher Scientific | VP, Associate General Counsel | 2005–2017 | Supported complex transactions and compliance programs |
External Roles
- None disclosed (no current public company directorships or committee roles listed) .
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 381,635 | 399,520 | 400,000 |
| Target Bonus (% of Salary) | 70% | 70% | 75% (raised +5 pts) |
| AIP Cash Paid ($) | 525,000 | 239,680 | 54,450 (pool funded at 36.3%) |
Notes:
- FY2025 management deferred base increases company-wide; only CEO base changed with promotion .
- FY2025 AIP split 50% cash / 50% PSUs to conserve cash during downturn .
Performance Compensation
Annual Incentive (AIP) – FY2025 Outcome
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout for Metric |
|---|---|---|---|---|---|---|
| Performance EBIT ($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% |
| RTM (new product releases) | 10% | 29 | 31 | 39 | 39 | 200.0% |
| Total Pool Funding | 36.3% |
- Briansky FY2025 AIP PSUs: 5,175 target; earned 1,879 after 36.3% payout; vested May 16, 2025 .
- FY2024 AIP pool funding was 85.6% (EBIT, revenue, RTM) .
Long-Term Incentives (LTI) – FY2025 Grants and Design
| Component | Weight | Grant Details (Briansky) | Vesting | Performance Design |
|---|---|---|---|---|
| RSUs | 40% | 17,248 RSUs (grant 6/11/24) | 1/3 on 5/16/25, 5/16/26, 5/16/27 (service-based) | n/a |
| PSUs – Revenue CAGR | 60% of PSU bucket | 15,523 target (part of 25,875 total PSUs) | Earned portion vests 5/16/27 | 3-year net sales CAGR vs threshold/target/max - |
| PSUs – Cumulative Performance EBITDA | 30% of PSU bucket | 7,764 target (part of 25,875) | Earned portion vests 5/16/27 | 1-, 2-, 3-year cumulative non-GAAP EBITDA vs plan; FY2025 tranche paid 0% companywide |
| PSUs – Cumulative Cycle Time | 10% of PSU bucket | 2,588 target (part of 25,875) | Earned portion vests 5/16/27 | Binary: <=110 weeks for 85% of RTMs pays 100% |
| TSR Modifier | Applies to PSU total | n/a | n/a | 0.7–1.3 vs Russell 3000 semis peer set; capped at 1.0 if absolute TSR negative |
One-Time Retention Awards
| Award | Grant Date | Shares / Value | Vesting | Rationale |
|---|---|---|---|---|
| RSU (Retention) | 2/27/2025 | $410,016 grant-date fair value; 18,834 RSUs | Vests in full 2/27/2026 | CEO transition continuity; critical talent retention |
| RSU (Retention) | 2/2/2023 | $750,000 grant-date fair value | Vests in full 2/13/2026 | Retention and performance recognition |
Realized/earned performance equity
- FY2023–FY2025 Relative TSR PSU: paid at 100%; Briansky earned 12,777 shares (vested 5/16/2025) .
- FY2024 Performance PSUs: Strategic Products revenue (89.5% payout; half vested 5/16/2024; remaining vests 5/16/2025); Performance EBITDA FY2024 tranche 75.8% payout vests 5/16/2026; Briansky’s earned share counts disclosed by component .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 56,716 shares (<1% outstanding) as of June 11, 2025 |
| Outstanding/Unvested (3/28/25) | Unvested RSUs: 21,295; 8,518; 18,249; 2,217; 7,734; 17,248; 1,879 (AIP PSUs earned); Retention RSU 18,834; Unearned PSUs: 7,398; 12,938 |
| Options | None; company currently has no outstanding stock options |
| Ownership Guidelines | Executives: 3x base salary; all NEOs in compliance or on track within 4 years |
| Hedging/Pledging | Prohibited by policy (no pledging in margin accounts) |
Upcoming vesting that can create event-driven liquidity windows:
- Annual RSUs: 5/16/2026 and 5/16/2027 tranches .
- Retention RSUs: 2/13/2026 (2023 grant) and 2/27/2026 (2025 grant) .
Employment Terms
| Term | Briansky Provision |
|---|---|
| Severance – Qualifying Termination (no CIC) | Lump sum 1.0x current base salary + target bonus; prorated target bonus; up to 18 months company-paid healthcare; equity per plan (RSU next tranche; prorated PSU at ≥ of target or trending) |
| Change-in-Control (Double Trigger) | If terminated within 24 months post‑CIC: full vesting of outstanding equity; performance PSUs at ≥ target or trending |
| Estimated CIC Termination Value (as of 3/28/25) | Cash $700,000; Prorated Bonus $300,000; Benefits $27,229; Equity $3,267,698; Total $4,294,927 (stock at $24.86) |
| Clawback | SEC/Nasdaq-compliant policy; restatement-based recovery of excess incentive pay - |
| Hedging/Pledging | Prohibited |
| Non-Compete/Non-Solicit | Ongoing compliance required; specific durations not disclosed in proxy summary |
Multi‑Year Compensation (Summary)
| Component ($) | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Salary | 381,635 | 399,520 | 400,000 |
| Stock Awards (RSU/PSU grant date fair value) | 2,232,994 | 1,151,496 | 1,883,660 |
| AIP (Cash) | 525,000 | 239,680 | 54,450 |
| All Other Compensation | 32,487 | 46,436 | 37,838 |
| Total | 3,422,116 | 1,837,132 | 2,375,948 |
Compensation Structure Analysis
- Mix and risk: Heavy equity weighting (PSUs primary vehicle) aligns with long-term value creation; use of TSR modifier in 2025 PSUs reduces windfall risk in falling markets (capped at 1.0 under negative TSR) -.
- FY2025 pay actions: AIP split into cash and short-vest PSUs to conserve cash; pool funded at 36.3% reflecting downcycle, which translated into lower cash payout ($54,450) for Briansky .
- Retention emphasis: Two single‑tranche retention RSUs (2023 and 2025) vesting in early 2026 underscore retention priority during CEO transitions; awards are time-based and create near‑term vesting overhang .
- Governance: No options or repricing; robust clawback; anti‑hedging/pledging; executive ownership guidelines at 3x salary; 2024 say‑on‑pay passed with ~99% support - .
Performance & Track Record
- Company outcomes during her tenure: FY2024 record revenue $1,049.4M and strong Adjusted EBITDA ($364.2M); FY2025 cyclical downturn to $725.0M revenue as customers digested inventory, with continued innovation and record design wins exiting Q4 .
- Shareholder returns: 2023–2025 RTSR PSU paid at 100% (median rank, negative TSR cap); earlier 2022–2024 RTSR tranche paid 71.4% (36th percentile, positive TSR) .
- ESG/oversight: ESG steering has executive sponsorship from the SVP, General Counsel and Secretary, indicating leadership involvement in ESG governance .
Compensation Peer Group (Benchmarking)
- FY2025 peer set (17 companies) includes Qorvo, Sensata, Lattice, Silicon Labs, MPS, ON, Wolfspeed, etc.; Allegro positioning at time of review: revenue 59th percentile, headcount 65th, market cap 53rd .
- Committee’s assessment: target cash and equity levels below 50th percentile in aggregate, informing adjustments (e.g., FY2025 AIP target increases for select NEOs, including Briansky to 75%) .
Equity Ownership & Beneficial Holders (Context)
- Briansky beneficially owns 56,716 shares; executives and directors as a group hold 0.4% of outstanding shares. Largest holder Sanken at 32.3% following a 39M‑share buyback from Sanken in FY2025, improving float and governance .
Employment Terms (Detailed Triggers)
- Double-trigger CIC acceleration under 2020 Plan; outside CIC, next RSU tranche plus prorated PSUs (≥ target or trending) on qualifying termination. Section 280G shareholder vote “best efforts” provision applies to Briansky’s severance arrangement to mitigate excise tax, if needed .
Investment Implications
- Alignment and retention: High equity mix (multi-year PSUs with TSR modifier) aligns incentives; two retention RSUs vesting in early 2026 reduce near-term departure risk but can introduce selling windows around vest dates - .
- Selling pressure watchpoints: AIP PSUs already vested (May 2025); upcoming RSU vests on 5/16/2026, 2/13/2026 and 2/27/2026 may create incremental trading volume; anti‑pledging and ownership guidelines support alignment .
- Governance quality: Strong say‑on‑pay support (~99%), clawback policy, and prohibition on hedging/pledging reduce governance risk; severance terms for Briansky are moderate (1x cash + prorated bonus), limiting golden parachute concerns relative to peers - .
- Execution backdrop: Legal/ESG leadership through cyclical downshift and capital structure actions (Sanken stake reduction) underscores continuity; FY2026–FY2027 PSU metrics (Revenue CAGR, EBITDA, cycle time) put emphasis on operational execution as demand normalizes -.