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Get filing alertsAllegro Microsystems expands Board to 11, elects Brian C. White as independent director
Filed June 18, 2026 · Period ending June 17, 2026 · ~1 min read
Key Changes
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Board expanded to 11 seats and elected Brian C. White as Class III independent director, serving until 2026 annual meeting. White appointed to Audit and Compensation Committees.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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White qualifies as independent under Nasdaq rules and meets enhanced audit committee independence standards. Board determined he qualifies as audit committee financial expert under SEC regulations.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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Board will shrink from 11 to 9 directors after 2026 annual meeting when Richard R. Lury and Susan D. Lynch complete their terms and do not stand for reelection.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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White receives standard non-employee director compensation and entered into indemnification agreement covering claims arising from Board service under Delaware law.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
Summary
Allegro Microsystems expanded its Board of Directors to 11 seats and elected Brian C. White as an independent Class III director effective June 17, 2026. White was appointed to both the Audit and Compensation Committees, bringing enhanced financial oversight expertise as the Board determined he qualifies as an audit committee financial expert under SEC regulations.
The election was made pursuant to the company's Stockholders Agreement with Sanken Electric Co., Ltd. This is a routine governance matter with no immediate concerns for retail investors. The Board expansion is temporary—following the 2026 annual meeting, the Board will contract to nine directors as two current members complete their terms.
White's qualifications strengthen the Board's financial oversight capabilities, particularly on the Audit Committee where his expertise adds depth. Investors should watch the 2026 annual meeting proxy materials for details on the Board's composition after the planned reduction and any committee reassignments following the departure of Lury and Lynch.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
the Board took the following actions, each of which was effective on June 17, 2026: (i) expanded the size of the Board to 11 directors; (ii) elected Brian C. White to the Board as a Class III Director pursuant to Section 1(c) of the Stockholders Agreement, to serve until the Company’s 2026 annual meeting of shareholders (the “2026 Annual Meeting”) and until his successor is duly elected and qualified; and (iii) appointed Mr. White to serve as a member of the Board’s Audit Committee and as a member of the Board’s Compensation Committee.
The Board expanded from its prior size to 11 directors and elected Brian C. White as a new Class III Director effective June 17, 2026. Mr. White will serve until the 2026 Annual Meeting and was appointed to both the Audit Committee and Compensation Committee. This election was made pursuant to the Stockholders Agreement with Sanken Electric Co., Ltd.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR →
Additionally, in light of Richard R. Lury’s and Susan D. Lynch’s previously disclosed decisions not to stand for reelection at the 2026 Annual Meeting, the Board approved a decrease in the size of the Board from 11 to nine directors, effective immediately following the 2026 Annual Meeting.
Following the 2026 Annual Meeting, the Board will decrease from 11 to nine directors due to the previously disclosed decisions of Richard R. Lury and Susan D. Lynch not to seek reelection. This represents a net reduction of one director from the pre-expansion size.
Added in current filing · verify on EDGAR →
In connection with his election, the Company entered into an indemnification agreement with Mr. White providing for the indemnification of and advancement of expenses permitted by Delaware law for claims, suits or proceedings arising out of a director’s service to the Company. Mr. White will receive the same fees for his service on the Board and its committees as the Company’s other non-employee directors, in accordance with the Company’s director compensation program.
The Company entered into a standard indemnification agreement with Mr. White covering claims arising from his director service under Delaware law. He will receive the same compensation as other non-employee directors under the existing director compensation program, with annual cash and restricted stock awards pro-rated from his election date.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 18, 2026 · How we verify