ALLEGRO MICROSYSTEMS, INC. Stock Compensation Disclosure
The Company accounts for stock-based compensation through the measurement and recognition of compensation expense for share-based payment awards made to employees over the related requisite service period, including PSUs, RSUs and restricted shares (all part of our 2020 Omnibus Incentive Compensation Plan). Upon meeting the time-based vesting and, if applicable, any performance conditions, common shares of the Company (net of applicable tax withholding) are issued to the employee in exchange for each share-based unit.
RSUs generally have time-based vesting requirements with equal and annual graded vesting over approximately three years subsequent to the grant date. Upon voluntary termination of employment by any employee who is “retirement eligible” as of his or her termination date, the next vesting after the termination of employment will continue to vest. In order to be retirement eligible, an employee must be at least 62 years old, have completed a minimum of five years of service with the Company, and have provided at least three months’ prior written notice of termination of employment. All outstanding employee and director RSU awards are eligible for dividend equivalents regardless of vesting status.
Restricted Stock Units
The following table summarizes RSU activity for the fiscal year ended March 28, 2025:
|
|
Number of |
|
|
Weighted-Average Grant-Date Fair Value |
|
|
Weighted-Average Remaining Contractual Life |
|
|
Aggregate |
|
||||
Outstanding - March 29, 2024 |
|
|
2,215,621 |
|
|
$ |
29.82 |
|
|
|
1.03 |
|
|
$ |
59,733 |
|
Granted |
|
|
1,582,788 |
|
|
|
27.54 |
|
|
|
|
|
|
|
||
Issued |
|
|
(1,049,602 |
) |
|
|
28.66 |
|
|
|
|
|
|
|
||
Forfeited |
|
|
(418,463 |
) |
|
|
29.41 |
|
|
|
|
|
|
|
||
Outstanding - March 28, 2025 |
|
|
2,330,344 |
|
|
$ |
28.88 |
|
|
|
0.95 |
|
|
$ |
57,932 |
|
The weighted-average grant fair value per share for RSUs granted during the fiscal years ended March 28, 2025, March 29, 2024 and March 31, 2023 was $27.54, $36.14, $23.65, respectively. The stock-based compensation expense related to non-vested awards not yet recorded at March 28, 2025 was $42,532, which is expected to be recognized over a weighted-average of 1.8 years.
The total fair value of RSUs vested was $30,072, $23,032 and $29,732 during the fiscal years ended March 28, 2025, March 29, 2024 and March 31, 2023, respectively.
Performance Stock Units
The Company also awards PSUs to its senior personnel based on achievement of metrics tied to financial plans approved by its Board of Directors for establishing target performances. Each award reflects a target number of shares (“Target Shares”) that may be issued to the award recipient. PSU awards are generally earned upon the completion of a multi-year performance period. Whether units are earned at the end of the performance period is determined based on the achievement of certain performance objectives over the performance period. The performance objectives include achieving various metrics such as revenue targets and cumulative earnings before income taxes, depreciation and amortization levels for the performance period, and relative total shareholder return. Depending on the results achieved over the multi-year performance period, the actual number of shares that a grant recipient may receive during and at the end of the period ranges from 0% to 200% of the Target Shares granted.
The weighted-average fair value of the PSUs granted during the year was determined using the Monte Carlo simulation model incorporating the following weighted-average assumptions:
|
|
Fiscal Year Ended |
||||
|
|
March 28, |
|
March 29, |
|
March 31, |
Performance term |
|
2.79 years |
|
2.87 years |
|
2.81 years |
Volatility |
|
43.46% |
|
47.70% |
|
51.30% |
Risk-free rate of return |
|
4.57% |
|
3.68% |
|
2.76% |
Dividend yield |
|
—% |
|
—% |
|
—% |
Weighted-average fair value per share |
|
$31.83 |
|
$43.83 |
|
$30.69 |
The following table summarizes PSU activity for the fiscal year ended March 28, 2025:
|
|
Number of |
|
|
Weighted-Average Grant-Date Fair Value |
|
|
Weighted-Average Remaining Contractual Life |
|
|
Aggregate |
|
||||
Outstanding - March 29, 2024 |
|
|
2,429,393 |
|
|
$ |
25.64 |
|
|
|
2.32 |
|
|
$ |
65,496 |
|
Granted |
|
|
528,213 |
|
|
|
31.06 |
|
|
|
|
|
|
|
||
Cancelled |
|
|
(14,514 |
) |
|
|
36.36 |
|
|
|
|
|
|
|
||
Issued |
|
|
(513,877 |
) |
|
|
30.39 |
|
|
|
|
|
|
|
||
Forfeited |
|
|
(283,434 |
) |
|
|
32.26 |
|
|
|
|
|
|
|
||
Outstanding - March 28, 2025 |
|
|
2,145,781 |
|
|
$ |
24.86 |
|
|
|
1.80 |
|
|
$ |
53,344 |
|
PSUs are included at 0% - 200% of target goals. The total compensation cost related to unvested awards not yet recorded at March 28, 2025 was $8,257, which is expected to be recognized over a weighted average of 1.9 years.
The total grant date fair value of PSUs vested was $15,615, $22,777 and $12,127 during the fiscal years ended March 28, 2025, March 29, 2024 and March 31, 2023, respectively.
Employee Stock Purchase Plan
3,791,026 shares of the Company’s common stock are available for future issuance under the ESPP. The ESPP allows employees to purchase the Company’s common stock at 85% of the lesser of the stock price at the beginning or end of the offering period. Each offering period is six months.
The weighted-average fair value of the ESPP shares was determined using the Black-Scholes model incorporating the following weighted-average assumptions:
|
|
Fiscal Year Ended |
|
|||||||||
|
|
March 28, |
|
|
March 29, |
|
|
March 31, |
|
|||
Expected performance term |
|
0.50 years |
|
|
0.50 years |
|
|
0.50 years |
|
|||
Volatility |
|
|
45.44 |
% |
|
|
40.97 |
% |
|
|
44.99 |
% |
Risk-free rate of return |
|
|
4.70 |
% |
|
|
5.35 |
% |
|
|
3.58 |
% |
Dividend yield |
|
|
— |
% |
|
|
— |
% |
|
|
— |
% |
Weighted-average fair value per share |
|
$ |
7.07 |
|
|
$ |
9.51 |
|
|
$ |
6.83 |
|
The Company recorded stock-based compensation expense on its consolidated statements of operations as follows:
|
|
Fiscal Year Ended |
|
|||||||||
|
|
March 28, |
|
|
March 29, |
|
|
March 31, |
|
|||
RSUs |
|
$ |
32,144 |
|
|
$ |
28,162 |
|
|
$ |
33,708 |
|
PSUs |
|
|
8,561 |
|
|
|
12,825 |
|
|
|
26,890 |
|
ESPP |
|
|
1,099 |
|
|
|
1,438 |
|
|
|
921 |
|
Other |
|
|
64 |
|
|
|
32 |
|
|
|
279 |
|
Total |
|
$ |
41,868 |
|
|
$ |
42,457 |
|
|
$ |
61,798 |
|
|
|
Fiscal Year Ended |
|
|||||||||
|
|
March 28, |
|
|
March 29, |
|
|
March 31, |
|
|||
Cost of sales |
|
$ |
2,877 |
|
|
$ |
5,359 |
|
|
$ |
5,090 |
|
Research and development |
|
|
14,624 |
|
|
|
13,894 |
|
|
|
9,496 |
|
Selling, general and administrative |
|
|
24,367 |
|
|
|
23,204 |
|
|
|
47,212 |
|
Stock-based compensation expense |
|
|
41,868 |
|
|
|
42,457 |
|
|
|
61,798 |
|
Income tax benefit |
|
|
(4,049 |
) |
|
|
(4,379 |
) |
|
|
(3,789 |
) |
Total stock-based compensation expense, net of taxes |
|
$ |
37,819 |
|
|
$ |
38,078 |
|
|
$ |
58,009 |
|
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | May 22, 2025 | Showing above |
| 2024 | May 23, 2024 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.