Susan D. Lynch
About Susan D. Lynch
Susan D. Lynch, age 63, is an independent Class III director of Allegro MicroSystems serving since 2021; she chairs the Audit Committee and sits on the Compensation and Strategy Committees . Her background includes senior finance leadership as CFO of V2X (Aug 2019–Sep 2023), Sungard Availability Services (2016–2019), Hitachi Data Systems (2007–2015), and earlier roles at Raytheon Technical Services (2005–2007) and Honeywell (1984–2005) . She is a certified public accountant (inactive since December 2023) and was named Greater Washington Technology Public Company CFO of the Year in 2023 . The Board has affirmatively determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| V2X (formerly Vectrus, Inc.) | Senior Vice President & CFO | Aug 2019–Sep 2023 | Oversaw public company finance; recognized as Public Company CFO of the Year (2023) |
| Sungard Availability Services | EVP & CFO | Apr 2016–Jul 2019 | Led finance through lender-negotiated Chapter 11 restructuring (May 2019) |
| Hitachi Data Systems (now Hitachi Vantara) | EVP & CFO | 2007–2015 | Global finance leadership in technology |
| Raytheon Technical Services | VP & CFO | 2005–2007 | Defense services finance |
| Honeywell International | Various roles of increasing responsibility | 1984–2005 | Long-tenured finance/operations experience |
External Roles
| Company | Role | Committees | Status |
|---|---|---|---|
| Onto Innovation, Inc. | Director | Audit Chair; M&A Committee | Current |
| The Crane Co. | Director | Audit Committee | Current |
Board Governance
- Board class and term: Class III director; current term expires at 2026 Annual Meeting .
- Committee assignments: Audit (Chair); Compensation; Strategy .
- Audit expertise: Identified by the Board as an “audit committee financial expert” under Item 407(d)(5) of Regulation S‑K .
- Independence: Determined independent under Nasdaq rules .
- Attendance and engagement: In FY2025, the Board held 16 meetings; each director then serving attended at least 75% of Board and applicable committee meetings. Committee meetings: Audit (10), Compensation (5), Nominating & Governance (8), Strategy (4) .
- Board structure context: Allegro has a classified (staggered) board; directors may be removed only for cause by at least two-thirds vote, which can make changes in control more difficult .
Fixed Compensation
| Item | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (FY2025) | 80,777 | Actual director cash compensation in FY2025 |
| Annual Cash Retainer (Eligible Directors) | 60,000 | Program rate |
| Audit Committee Chair Retainer | 25,000 | Program rate |
| Compensation Committee Member Retainer | 8,500 | Program rate |
| Strategy Committee Member Retainer | 8,500 | Program rate |
Director cash retainers are earned quarterly and prorated for partial service periods .
Performance Compensation
| Component | FY2025 Value | Vesting/Details |
|---|---|---|
| Stock Awards (RSUs) — Directors | 157,667 | Annual RSUs to Eligible Directors (program targets ~$185,000; vest at next annual meeting); Lynch’s FY2025 grant value shown; vesting in full at the Annual Meeting, subject to service |
| Unvested RSUs Outstanding (as of Mar 28, 2025) | 6,873 units | Scheduled to vest on Aug 7, 2025 (Annual Meeting), subject to continued service |
Performance metrics the Compensation Committee oversees for executive pay (context for pay-for-performance alignment):
| Metric | Weight | Threshold | Target | Maximum | Actual FY2025 | Weighted Funding/Payout |
|---|---|---|---|---|---|---|
| Performance EBIT ($M) | 60% | 112.6 | 140.8 | 154.9 | 68.6 | 0.0% pool funding |
| Revenue ($M) | 30% | 714.0 | 840.0 | 903.0 | 725.0 | 16.3% weighted funding |
| RTMs (# products released) | 10% | 29 | 31 | 39 | 39 | 20.0% weighted funding (200% on metric) |
| Total Pool Funding | — | — | — | — | — | 36.3% of target |
RSU awards for directors are time‑based (not performance‑based); executive PSU metrics include revenue CAGR, cumulative Performance EBITDA, cycle time, and a TSR modifier framework, demonstrating rigorous performance linkage for management compensation .
Other Directorships & Interlocks
| External Board | Overlap/Industry | Potential Interlock/Conflict Notes |
|---|---|---|
| Onto Innovation, Inc. | Semiconductor capital equipment | No related‑party transactions disclosed involving Lynch; Audit Committee reviews related person transactions; Compensation Committee disclosed no related‑person transactions for members other than Mr. Schorr in FY2025 . |
| The Crane Co. | Diversified industrials | No Allegro‑specific related‑party exposure disclosed involving Lynch |
Expertise & Qualifications
- Deep CFO experience across technology, aerospace/defense, and industrial sectors; CPA (inactive) .
- Board-designated audit committee financial expert; chairs Allegro’s Audit Committee .
- Recognized finance leader (Greater Washington Technology Public Company CFO of the Year, 2023) .
- Current roles on external audit/M&A committees bolster financial oversight and transactional competence .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 23,584 | As of Record Date (Jun 11, 2025) |
| Ownership % of Outstanding | <1% | Outstanding shares: 184,925,395 |
| Unvested RSUs (scheduled to vest Aug 7, 2025) | 6,873 | Included in her beneficial ownership footnote |
| Stock Ownership Guidelines | 3x annual cash retainer (directors) | Robust guidelines; Covered Directors in compliance or expected within window |
| Hedging/Pledging | Prohibited | Insider Trading Compliance Policy prohibits hedging/pledging of company securities |
Governance Assessment
-
Strengths
- Independent director with extensive CFO pedigree and audit committee leadership; designated “financial expert,” enhancing board oversight of reporting, controls, and cyber risk (Audit’s remit includes cybersecurity) .
- Active committee workload (Audit Chair; Compensation; Strategy) and Board attendance expectations met; FY2025 committee cadence supports high engagement (Audit 10; Comp 5; Strategy 4) .
- Director compensation mix balances modest cash with equity that vests at the next annual meeting, supporting alignment; robust stock ownership guidelines and anti‑hedging/pledging policy strengthen investor alignment .
- Say‑on‑pay support in 2024 was ~99%, indicating strong investor confidence in compensation governance overseen by the Compensation Committee .
-
Watch items / potential red flags
- Company maintains a classified board, which may impede rapid governance changes in contested situations; however, Lynch herself is independent and not a Sanken designee .
- Prior CFO role at Sungard AS during a restructuring (Chapter 11) may signal turnaround experience; investors should view this as context rather than a current risk to Allegro given her independent oversight role .
- No Lynch‑specific related party transactions disclosed; ongoing oversight remains important given Allegro’s historical related‑party dealings with Sanken and Polar Semiconductor; Audit Committee pre‑approval and related‑party policies mitigate risk .
Overall: Lynch’s audit leadership, financial expertise, and policy alignment are positives for board effectiveness and investor confidence, with no disclosed personal conflicts. Continued monitoring of board classification dynamics and related‑party exposure (not involving Lynch) is advisable .