Yoshihiro (Zen) Suzuki

About Yoshihiro (Zen) Suzuki

Yoshihiro (Zen) Suzuki, 66, is Chairman of the Board at Allegro MicroSystems (ALGM) and a member of the Strategy Committee. He has served on Allegro’s Board since 2001 and as Chairman since 2018; he brings 40+ years of experience with Sanken Electric and affiliates, including prior roles as Director and Senior Vice President of Sanken (through June 2022) and Chairman/CEO of Polar Semiconductor, LLC (PSL) until May 2022, followed by a PSL consultancy through April 30, 2025. He earned a B.S. in Physics and Engineering Science from Chuo University (1982) and serves as an Honorary Advisor at the Institute of Management Studies in Japan (since January 2024) .

Past Roles

External Roles

Board Governance

• Role and independence: Roles of Chair and CEO are separated, with Mr. Suzuki as non‑executive Chairman and Michael Doogue as CEO/director; Joseph Martin serves as Lead Independent Director since Sep 12, 2024 to reinforce independent oversight . Allegro’s Board has determined six of nine directors are independent under Nasdaq rules; Mr. Suzuki is not listed among independent directors (implying he is not independent) .
• Committees: Four standing committees—Audit, Compensation, Nominating & Governance (NGC), and Strategy. Mr. Suzuki serves on the Strategy Committee (not chair) .
• Attendance: In FY2025, the Board met 16 times; each director attended at least 75% of Board and committee meetings during their service period. The 2024 annual meeting was attended by Mr. Suzuki .
• Board class/tenure: Mr. Suzuki is a Class II director nominated for a term extending to the 2028 Annual Meeting, subject to shareholder election .
• Stockholders Agreement context: Sanken holds nomination rights (two directors while ≥20% ownership; one director while 10–20%), may appoint an observer, and the NGC designates certain directors (including Mr. Suzuki). The agreement also states Mr. Suzuki shall serve as Chair until the 2025 Annual Meeting, after which the Chair is appointed by the Board upon NGC recommendation .

Fixed Compensation

Notes: “Eligible Directors” exclude directors who are employees of the Company, Sanken, or their subsidiaries; this is why Sanken designee Mr. Kawashima received no Board compensation in FY2025 .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Semiconductor and operations leadership: Decades of executive leadership at Sanken and PSL; deep supply chain/foundry exposure relevant to Allegro’s manufacturing strategy .
• Governance experience: Long Board tenure at Allegro since 2001; Board Chair since 2018; Strategy Committee member .
• Education: B.S., Physics & Engineering Science, Chuo University (1982) .

Equity Ownership

Related-Party Exposure (Context for Conflicts)

• Sanken ownership and rights: Sanken owns 32.3% of Allegro and holds Board nomination rights and an observer right per the Stockholders Agreement; Mr. Suzuki is a Nom/Gov designated director and was stipulated to serve as Chair until the 2025 Annual Meeting .
• PSL transactions: Allegro’s Wafer Foundry Agreement with PSL (three‑year term; auto‑renew; $55.0M purchases in FY2025; $6.5M payables at FY-end) and a separate SG8 Commitment Agreement for 2028–2029 ($2.0M) create ongoing commercial ties; Allegro also owns ~10.2% of PSL’s ultimate parent entity following a 2024 investment transaction .
• Sanken share repurchase and agreements: In 2024 Allegro repurchased 38.77M shares from Sanken across two closings, accompanied by a $35.0M facilitation fee paid by Sanken. A revised Stockholders Agreement between Allegro and Sanken became effective Jul 29, 2024 .
• Additional Sanken engagements: Sublease of office space in Japan (~$220,000 FY2025) and a March 11, 2025 consulting agreement (Allegro provides tools/technical info to Sanken; $200,000 payment to Allegro) .
• Director relationship note: Mr. Suzuki served as a consultant to PSL through Apr 30, 2025, overlapping with Allegro’s PSL agreements, which elevates perceived conflict risk despite governance controls .

Governance Assessment

• Strengths

  • Seasoned semiconductor operator with long institutional knowledge; chairs a separated Board from management, with a Lead Independent Director structure that enhances independent oversight .
  • Engagement/attendance: Board met 16 times in FY2025 with at least 75% attendance by each director; Mr. Suzuki attended the 2024 annual meeting .
  • Strategy focus: Active on Strategy Committee overseeing technology roadmaps, M&A pipeline, KPIs, and talent related to technology execution .

• Concerns / RED FLAGS

  • Independence: Mr. Suzuki is not listed among directors the Board deems “independent” under Nasdaq rules; he is Board Chair. Lead Independent Director mitigates but does not eliminate independence concerns at the chair level .
  • Related-party ties: Longstanding affiliations with Sanken (32.3% owner with board rights) and PSL (former Chair/CEO and consultant through Apr 30, 2025) alongside current Allegro‑PSL foundry and investment relationships could present perceived conflicts. These areas warrant ongoing NGC oversight and robust recusals where applicable .
  • Chair transition watchpoint: Stockholders Agreement stipulates Mr. Suzuki serves as Chair until the 2025 Annual Meeting; thereafter the Chair is appointed by the Board upon NGC recommendation—investors should monitor for changes and rationale .

Director Compensation (FY2025 snapshot for Suzuki)

Program notes: Annual RSU grant ≈$185,000 for Eligible Directors as of Annual Meeting; vests at next annual meeting; no options outstanding for non‑employee directors .

Committee Assignments (Current)

Other Notes

• Board class and nomination: Mr. Suzuki is a Class II nominee for election at the 2025 Annual Meeting to serve until 2028 .
• Board/committee meeting volumes: FY2025 meetings—Audit (10), Compensation (5), NGC (8), Strategy (4) .

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