DEF 14A of Analog Devices Inc, Jan 19, 2024

DEF 14A of Analog Devices Inc

Filed Jan 19, 2024 · FY20230000006281-24-000014

Open on EDGAR

  1. Our Board of Directors

    Our Board of Directors

  2. Director Nominees

    Director Nominees ADI’s Board of Directors is composed of a diverse, experienced group of global thought, business, and academic leaders. On January 16, 2024, Dr. Anantha Chandrakasan and Mr. Kenton Sicchitano informed our Board of Directors that they had decided not to stand for re-election at the Annual Meeting. Consequently, each of Dr. Chandrakasan and Mr. Sicchitano’s term as a director will expire at the Annual Meeting on March 13, 2024. Our Nominating and Corporate Governance Committee has recommended, and our Board of Directors has determined, to nominate all other current members of our Board of Directors for re-election at the Annual Meeting. If the current nominees are elected, we will have eleven members serving on our Board of Directors and the size of our Board of Directors will decrease to eleven members at such time.

  3. Director Nominees

    | | VINCENT ROCHE, 63 Director Since: 2013 Principal Occupation: Chief Executive Officer and Chair of the Board of Directors of Analog Devices, Inc. | | LAURIE H. GLIMCHER, M.D., 72 Director Since: 2020 Principal Occupation: Professor of Medicine at Harvard Medical School and President and Chief Executive Officer of the Dana-Farber Cancer Institute Committee Membership(s): CTC | | | STEPHEN M. JENNINGS, 62 Lead Independent Director Director Since: 2023 Principal Occupation: Former Principal of Deloitte LLP Committee Membership(s): CTC, NCGC (Chair) | | KAREN M. GOLZ, 69 Director Since: 2018 Principal Occupation: Former Global Vice Chair of Ernst & Young Other Public Company Board(s): 2 Committee Membership(s): AC (Chair) | | | ANDRÉ ANDONIAN, 61 Director Since: 2022 Principal Occupation: Chief Executive Officer of Andonian Advisory Pte. Ltd. Other Public Company Board(s): 1 Committee Membership(s): NCGC, CDC | | PETER B. HENRY, Ph.D., 54 Director Since: 2023 Principal Occupation: Class of 1984 Senior Fellow at Stanford University’s Hoover Institution; and Senior Fellow at Stanford’s Freeman Spogli Institute for International Studies Other Public Company Board(s): 2 Committee Membership(s): AC | | | JAMES A. CHAMPY, 81 Director Since: 2003 Principal Occupation: Former Vice President of the Dell/ Perot Systems business unit of Dell, Inc. Committee Membership(s): NCGC | | MERCEDES JOHNSON, 69 Director Since: 2021 Principal Occupation: Former Chief Financial Officer of Avago Technologies (now Broadcom Inc.) Other Public Company Board(s): 2 Committee Membership(s): AC | | | EDWARD H. FRANK, Ph.D., 67 Director Since: 2014 Principal Occupation: Executive Chair of Gradient Technologies Other Public Company Board(s): 2 Committee Membership(s): CTC (Chair), CDC (Chair) | | RAY STATA, 89 Director Since: 1965 Principal Occupation: Co-Founder and Former Chair of the Board of Directors of Analog Devices, Inc. |

  4. Director Nominees

    | AC Audit Committee | NCGC Nominating and Corporate Governance Committee | | CTC Compensation and Talent Committee | CDC Corporate Development Committee |

  5. Director Nominees

    | | SUSIE WEE, Ph.D., 54 Director Since: 2019 Principal Occupation: Former Vice President of Google Committee Membership(s): CTC |

  6. Director Nominees

    | 2024 Proxy Statement | 7 |

  7. Board Composition

    Board Composition Our Board of Directors and Nominating and Corporate Governance Committee are committed to ensuring that our Board of Directors is composed of a highly capable group of directors who collectively span a broad range of leadership skills and provide a significant breadth of experience, knowledge and abilities, relevant to ADI’s strategic vision, long-term objectives and business activities to effectively represent the interests of shareholders, drive shareholder value, exercise sound judgment and reflect our corporate values of integrity, honesty, and adherence to high ethical standards.

  8. Board Composition

    | 67% | 39 | 9 of 11 | | of independent director nominees added in the last 5 years | Board of Directors and Committee meetings held in fiscal year 2023 | director nominees are independent |

  9. Strong Board Diversity

    Strong Board Diversity Our Board of Directors also believes that having directors with a mix of tenure helps transition the institutional knowledge of the more experienced directors while providing a broad, fresh set of perspectives. Our Board of Directors has continued to make progress in broadening the experience, gender, and tenure of our director nominees.

  10. Strong Board Diversity

    | AGE | INDEPENDENT DIRECTOR NOMINEE TENURE | DIVERSITY | | | | | | Average Age: 67 years Median Age: 67 years | Average Independent Director Nominee Tenure: 4.9 years | |

  11. Experience of our Director Nominees

    Experience of our Director Nominees

  12. Experience of our Director Nominees

    | | | | | | | | | | | | | | | | Executive Leadership | l | | | | l | l | | | l | l | | | | Industry | l | l | l | l | l | l | | | l | l | l | | | Innovation and Emerging Technologies | l | l | l | l | l | l | | l | l | l | l | | | Corporate Governance/Public Company Board | l | l | | l | l | l | l | l | l | | | | | Financial, Accounting, Auditing | | | | | | | l | l | l | | | | | International, Large Scale Global Operations, Manufacturing | l | | l | l | | | l | l | l | l | l | | | Government Affairs, Public Policy | l | | l | | | | | l | | | | | | Strategy | l | l | l | l | l | l | l | l | l | l | l | | | Risk Management, Regulatory, Compliance | l | | | | | | l | | | | | | | Cybersecurity, Information Systems | | | | l | l | | | | | | l | | | Mergers and Acquisitions | l | l | l | | l | | | | l | | | | | ESG (including Sustainability, Human Capital, Human Rights, and Diversity) | | l | l | | | | l | l | | | |

  13. Experience of our Director Nominees

    | 2024 Proxy Statement | 17 |

  14. Board Diversity Matrix (as of January 19, 2024)

    Board Diversity Matrix (as of January 19, 2024)

  15. TOTAL NUMBER OF DIRECTORS: 13

    TOTAL NUMBER OF DIRECTORS: 13

  16. TOTAL NUMBER OF DIRECTORS: 13

    | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 4 | 9 | - | - | | Part II: Demographic Background | | | | | | African American or Black | - | 1 | - | - | | Alaskan Native or Native American | - | - | - | - | | Asian | 1 | 1 | - | - | | Hispanic or Latinx | 1 | - | - | - | | Native Hawaiian or Pacific Islander | - | - | - | - | | White | 2 | 7 | - | - | | Two or More Races or Ethnicities | - | - | - | - | | LGBTQ+ | - | - | - | - | | Did Not Disclose Demographic Background | - | - | - | - |

  17. TOTAL NUMBER OF DIRECTORS: 13

    Our Board Diversity Matrix as of January 20, 2023 can be found in the proxy statement for our 2023 Annual Meeting of Shareholders, filed with the SEC on January 20, 2023 (2023 Proxy Statement).

  18. Director Biographies

    Director Biographies The following paragraphs provide information as of the date of this Proxy Statement about each director nominee. The information presented includes information each director nominee has given us about his or her age, all positions he or she holds, his or her principal occupation and business experience, and the names of other publicly-held companies of which he or she currently serves as a director or has served as a director during the past five years. In addition to the information presented below regarding each director nominee’s specific experience, qualifications, attributes, and skills that led our Board of Directors to the conclusion that he or she should serve as a director, we also believe that all of our director nominees have a reputation for integrity, honesty, and adherence to high ethical standards. Further, they each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to ADI and our Board of Directors. Finally, we value their significant experience on other public company boards of directors and board committees for providing our Board of Directors a range of views and a variety of best practices to consider. Information about the number of shares of common stock beneficially owned by each director nominee appears below under the heading Security Ownership of Directors and Executive Officers. There are no family relationships among any of the directors and executive officers of ADI.

  19. Director Biographies

    | Legend | | | | | | | | | | | | Executive Leadership | Industry | Innovation and Emerging Technologies | Corporate Governance/Public Company Board | Financial, Accounting, Auditing | | | | | | | | International, Large Scale Global Operations, Manufacturing | Government Affairs, Public Policy | Strategy | Risk Management, Regulatory, Compliance | Cybersecurity, Information Systems | | | | | | | | Mergers and Acquisitions | ESG | | | |

  20. Director Biographies

    | 18 | Board of Directors |

  21. Director Biographies

    | Vincent Roche Chief Executive Officer and Chair of the Board of Directors | | | | | | | | PROFESSIONAL EXPERIENCE AND BACKGROUND Mr. Roche was elected as Chair of our Board of Directors in March 2022. Mr. Roche has served as our President since 2012, and was appointed CEO and elected as a director in May 2013. Mr. Roche began his career with us in 1988 and has served in key positions spanning corporate leadership, worldwide sales, strategic marketing, business development, and product management over his more than 35-year tenure. Mr. Roche was recognized by Forbes in 2019 as one of America’s Most Innovative Leaders while also being a recipient of the 2021 SFI St. Patrick’s Day Science Medal for his contributions in support of the ecosystems in Ireland. KEY QUALIFICATIONS AND EXPERTISE Mr. Roche brings to our Board of Directors insights based on his leadership roles and his deep knowledge of our products, markets, customers, culture, and organization. OTHER PUBLIC COMPANY BOARDS Current: None Past 5 Years: Acacia Communications, Inc. (until 2021) | | | | Age: 63 | Director since: 2013 | | Committee(s): None | |

  22. Director Biographies

    | Stephen M. Jennings Lead Independent Director Independent | | | | | | | | PROFESSIONAL EXPERIENCE AND BACKGROUND Mr. Jennings is a retired senior Strategy Principal of Deloitte LLP (Deloitte), a professional services firm, a role that he served in from 2013 to his retirement in June 2023. During that time, Mr. Jennings also served as a member of the Deloitte U.S. Board of Directors and Deloitte Touche Tohmatsu’s global Board of Directors, each from 2019 to 2023. Before that, Mr. Jennings worked at Monitor Group, LLC, a global professional services firm that provided consulting services to corporations and governmental agencies, most recently serving as managing partner until the firm was acquired by Deloitte in 2013. Mr. Jennings is a certified member of the National Association of Corporate Directors (NACD). KEY QUALIFICATIONS AND EXPERTISE Mr. Jennings brings to our Board of Directors extensive experience in corporate governance, enterprise growth, innovation, mergers and acquisitions, organization transformation, and strategy across a diverse set of industries. OTHER PUBLIC COMPANY BOARDS Current: None Past 5 Years: None | | | | Age: 62 | Director since: 2023 | | Committee(s): Compensation and Talent; Nominating and Corporate Governance | |

  23. Director Biographies

    | 2024 Proxy Statement | 19 |

  24. Director Biographies

    | André Andonian Independent | | | | | | | | PROFESSIONAL EXPERIENCE AND BACKGROUND Mr. Andonian is Chief Executive Officer of Andonian Advisory Pte. Ltd., a consulting firm that he founded in March 2022. In addition, since September 2023, Mr. Andonian has served as Chair of Asia Pacific and Strategic Advisor at Flagship Pioneering, a biotechnology company. Mr. Andonian has served as Special Advisor - Senior Partner Emeritus at McKinsey & Company, a global management consulting company, since June 2022. Mr. Andonian was previously a Senior Partner at McKinsey & Company, most recently as managing partner of McKinsey Korea, advising clients across the firm’s Semiconductors, Advanced Electronics, Automotive & Assembly, Biotechnology, and Aerospace & Defense Practices from January 2021 until June 2022. He was previously managing partner of McKinsey Japan from January 2016 to December 2020. KEY QUALIFICATIONS AND EXPERTISE Mr. Andonian brings to our Board of Directors extensive experience in transforming companies into global leaders in the high-tech, advanced industries, aerospace, biotech, and basic materials sectors, and in the assessment and development of talent. Mr. Andonian also has deep global executive leadership experience, previously holding executive leadership roles at McKinsey across Europe, the United States, and Asia over a 30-year career. Further, Mr. Andonian brings significant experience working with senior leaders of companies around the world and across a multitude of industries on a broad range of strategic and operational issues, including driving board effectiveness. OTHER PUBLIC COMPANY BOARDS Current: AEM Holdings Ltd. (SGX:AWK) Past 5 Years: None | | | | Age: 61 | Director since: 2022 | | Committee(s): Nominating and Corporate Governance; Corporate Development | |

  25. Director Biographies

    | James A. Champy Independent | | | | | | | | PROFESSIONAL EXPERIENCE AND BACKGROUND Mr. Champy retired in 2010 as Vice President of the Dell/Perot Systems business unit of Dell, Inc., a computer and technology services company. Mr. Champy was previously a Vice President and the Chairman of Consulting at Perot Systems Corporation, an informational technology services company, from September 1996 to November 2009. He served as a member of the board of directors of Perot Systems Corporation from September 1996 to February 2004. Mr. Champy is a Life Member of the MIT Corporation, the governing body of the Massachusetts Institute of Technology (MIT), and he also chairs the Dean’s Advisory Council for the MIT School of Engineering. KEY QUALIFICATIONS AND EXPERTISE Mr. Champy brings to our Board of Directors deep experience in the computer and technology services sectors and provides our Board of Directors with expertise in corporate strategy development and organizational acumen. OTHER PUBLIC COMPANY BOARDS Current: None Past 5 Years: None | | | | Age: 81 | Director since: 2003 | | Committee(s): Nominating and Corporate Governance | |

  26. Director Biographies

    | 20 | Board of Directors |

  27. Director Biographies

    | Edward H. Frank, Ph.D. Independent | | | | | | | | PROFESSIONAL EXPERIENCE AND BACKGROUND Since September 2022, Dr. Frank has been the Executive Chair of Gradient Technologies, Inc., a security technologies startup, focused on identity and access management, and was co-founder and CEO of Cloud Parity Inc., a voice of the customer startup, from January 2014 through August 2016. From May 2009 to October 2013, Dr. Frank held the position of Vice President, Macintosh Hardware Systems Engineering at Apple Inc., a company that designs, manufactures, and markets electronic devices. Prior to his tenure at Apple, Dr. Frank served as Corporate Vice President, Research and Development, of Broadcom Corp. Dr. Frank was founding CEO of Epigram, Inc., a developer of integrated circuits and software for home networking, which Broadcom acquired in 1999, and was a Distinguished Engineer at Sun Microsystems, Inc. Since 2000, Dr. Frank has been a Trustee of Carnegie Mellon University and served as vice-chair from 2015 through 2021. Dr. Frank has served on the board of directors of Metallica’s All Within My Hands Foundation since July 2017, where he also served as Executive Director (pro bono) from July 2017 through December 2021. He is a member of the National Academy of Engineering and a Fellow of the IEEE. KEY QUALIFICATIONS AND EXPERTISE Dr. Frank brings to our Board of Directors substantial experience in the design, manufacture, sale, and marketing of semiconductors for a broad set of markets, including many of the markets we service and brings extensive executive leadership experience. Dr. Frank also brings significant cybersecurity experience to our Board of Directors. OTHER PUBLIC COMPANY BOARDS Current: SiTime Corp.; Rocket Lab USA, Inc. Past 5 Years: Cavium, Inc. (until 2018); Amesite, Inc. (until 2020); Quantenna Communications, Inc. (until 2018); Marvell Technology, Inc. (until 2023) | | | | Age: 67 | Director since: 2014 | | Committee(s): Compensation and Talent; Corporate Development | |

  28. Director Biographies

    | Laurie H. Glimcher, M.D. Independent | | | | | | | | PROFESSIONAL EXPERIENCE AND BACKGROUND Dr. Glimcher has served as a Professor of Microbiology and Immunology at Harvard Medical School since May 2017, the Richard and Susan Smith Professor of Medicine at Harvard Medical School and Dana-Farber Cancer Institute since October 2016, an Attending Physician, Department of Cancer Immunology and Virology at Dana-Farber Cancer Institute since October 2016, and the President and Chief Executive Officer of the Dana-Farber Cancer Institute since September 2016. In addition to a number of senior leadership roles held at both Harvard Medical School and Harvard School of Public Health from 1984 to 2011 and from October 2016 to present, she also served as the Stephen and Suzanne Weiss Dean and Professor of Medicine of Weill Cornell Medicine and Provost for Medical Affairs of Cornell University from January 2012 to August 2016. She is a member of the board of trustees at the Dana-Farber Cancer Institute and a member of the U.S. National Academy of Sciences, the National Academy of Medicine, the American Academy of Arts and Sciences, and the American Philosophical Society. KEY QUALIFICATIONS AND EXPERTISE Dr. Glimcher brings to our Board of Directors scientific and public health expertise, as well as diversity of technical skills and experience managing large, complex organizations, and as a physician, scientist, and professor. OTHER PUBLIC COMPANY BOARDS Current: None Past 5 Years: Waters Corporation (until 2020); GlaxoSmithKline plc (until 2022) | | | | Age: 72 | Director since: 2020 | | Committee(s): Compensation and Talent | |

  29. Director Biographies

    | 2024 Proxy Statement | 21 |

  30. Director Biographies

    | Karen M. Golz Independent | | | | | | | | PROFESSIONAL EXPERIENCE AND BACKGROUND Ms. Golz is a retired Partner of Ernst & Young LLP (EY), a public accounting firm, where she was Global Vice Chair, Japan from 2016 to 2017 and previously Global Vice Chair, Professional Practice from 2010 to 2016. Ms. Golz also served on EY’s Global Risk Management Executive Committee, which was charged with risk management across EY’s global network, from 2008 to 2016. Ms. Golz currently serves as Senior Advisor to The Boston Consulting Group’s Audit and Risk Committee, a role she has held since August 2017, and as a Principal for K.M. Golz Associates, LLC, a consulting services company, since August 2017. Ms. Golz also sits on the board of trustees of the University of Illinois Foundation. Ms. Golz is a NACD Board Leadership Fellow. KEY QUALIFICATIONS AND EXPERTISE Ms. Golz brings to our Board of Directors accounting and audit expertise, deep enterprise risk management experience, and extensive experience helping large organizations successfully navigate the complexities of international trade and regulation. OTHER PUBLIC COMPANY BOARDS Current: Aspen Technology, Inc.; iRobot Corporation Past 5 Years: None | | | | Age: 69 | Director since: 2018 | | Committee(s): Audit | |

  31. Director Biographies

    | Peter B. Henry, Ph.D. Independent | | | | | | | | PROFESSIONAL EXPERIENCE AND BACKGROUND Dr. Henry has served as the Class of 1984 Senior Fellow at Stanford University’s Hoover Institution and Senior Fellow at Stanford’s Freeman Spogli Institute for International Studies since September 2022. Previously, Dr. Henry served at New York University’s Leonard N. Stern School of Business as William R. Berkley Professor of Economics and Finance from January 2018 through August 2022 and as Dean from January 2010 through December 2017. Before that, Dr. Henry was the Konosuke Matsushita Professor of International Economics at the Stanford University Graduate School of Business. Dr. Henry currently serves as Chair of the Board of the National Bureau of Economic Research and is a member of the Council on Foreign Relations. He previously served on the Boards of Directors of General Electric Company, Kraft Foods Inc., and Kraft Foods Group, Inc. as well as the Economic Club of New York. In addition, Dr. Henry leads the Ph.D. Excellence Initiative (PhDEI), a post-baccalaureate program designed to address underrepresentation in economics by mentoring exceptional students from underrepresented backgrounds interested in pursuing doctoral studies in the field. For his founding and leadership of the PhDEI, Dr. Henry received the 2022 Impactful Mentoring Award from the American Economic Association. KEY QUALIFICATIONS AND EXPERTISE Dr. Henry brings to our Board of Directors extensive foreign affairs, global economics, and international finance experience. OTHER PUBLIC COMPANY BOARDS Current: Citigroup, Inc.; Nike, Inc. Past 5 Years: None | | | | Age: 54 | Director since: 2023 | | Committee(s): Audit | |

  32. Director Biographies

    | 22 | Board of Directors |

  33. Director Biographies

    | Mercedes Johnson Independent | | | | | | | | PROFESSIONAL EXPERIENCE AND BACKGROUND Ms. Johnson served as interim Chief Financial Officer of Intersil Corporation, a semiconductor company, from April 2013 to September 2013, as Vice President and Chief Financial Officer at Tri Alpha Energy, Inc. (now TAE Technologies, Inc.), a fusion power company, from 2010 to 2011, and as Senior Vice President and Chief Financial Officer of Avago Technologies Limited (now Broadcom Inc.), a semiconductor manufacturing company from December 2005 to August 2008. Prior to joining Avago, Ms. Johnson was Senior Vice President, Finance, of Lam Research Corporation, a supplier of wafer fabrication equipment and related services to the semiconductor industry, from June 2004 to January 2005 and Chief Financial Officer of Lam from May 1997 to May 2004. KEY QUALIFICATIONS AND EXPERTISE Ms. Johnson brings to our Board of Directors extensive executive experience in finance, accounting, corporate development, corporate governance, management, and operations. Ms. Johnson provides our Board of Directors with valuable industry experience as a former senior financial executive at semiconductor and semiconductor equipment companies as well as numerous directorships at public global technology companies. OTHER PUBLIC COMPANY BOARDS Current: Teradyne, Inc.; Synopsys, Inc. Past 5 Years: Juniper Networks, Inc. (until 2019); Micron Technology, Inc. (until 2019); Maxim Integrated Products, Inc. (until 2021); Millicom International Cellular SA (until 2023) | | | | Age: 69 | Director since: 2021 | | Committee(s): Audit | |

  34. Director Biographies

    | Ray Stata | | | | | | | | PROFESSIONAL EXPERIENCE AND BACKGROUND Mr. Stata is our co-founder and served as an executive officer from our inception in 1965 until April 2012, including as our CEO from 1973 to November 1996 and as our President from 1971 to November 1991. Mr. Stata also served as the Chair of our Board of Directors from 1973 until March 2022. KEY QUALIFICATIONS AND EXPERTISE Mr. Stata brings to our Board of Directors nearly 60 years of experience and leadership in the semiconductor industry, including as our founder, our former Chair of the Board of Directors for 48 years, and our former President for 20 years. OTHER PUBLIC COMPANY BOARDS Current: None Past 5 Years: None | | | | Age: 89 | Director since: 1965 | | Committee(s): None | |

  35. Director Biographies

    | 2024 Proxy Statement | 23 |

  36. Director Biographies

    | Susie Wee, Ph.D. Independent | | | | | | | | PROFESSIONAL EXPERIENCE AND BACKGROUND Dr. Wee served as a Vice President at Google, a multinational technology company, from April 2022 to March 2023. From November 2019 to August 2021, Dr. Wee served as Senior Vice President and General Manager of DevNet and CX Ecosystem Success at Cisco Systems Inc., a technology company. Dr. Wee founded and led DevNet, Cisco’s developer program, beginning in October 2013. Dr. Wee began working at Cisco in April 2011, and held leadership roles including Senior Vice President & Chief Technology Officer of DevNet from October 2018 to November 2019, Vice President & Chief Technology Officer of DevNet from October 2013 to October 2018, Vice President & Chief Technology Officer of Networked Experiences from October 2012 to October 2013, and Vice President & Chief Technology and Experience Officer of Cisco’s Collaboration Technology Group from April 2011 to October 2012. Previously, Dr. Wee had a 15-year career at Hewlett Packard Enterprise Company, a technology company, where she held a number of technical and leadership roles, including Vice President and General Manager of the HP Experience Software Business and Lab Director at HP Labs. Dr. Wee is an IEEE fellow and serves on the visiting committee of the MIT Electrical Engineering and Computer Science department. KEY QUALIFICATIONS AND EXPERTISE Dr. Wee brings to our Board of Directors extensive experience in information technology and application development, and an established track record of driving software innovation at global technology companies. OTHER PUBLIC COMPANY BOARDS Current: None Past 5 Years: None | | | | Age: 54 | Director since: 2019 | | Committee(s): Compensation and Talent | |

  37. Policies and Procedures for Related Person Transactions

    Director Compensation Our non-employee director compensation program is designed to attract and retain experienced and knowledgeable directors and to provide equity-based compensation to align the interests of our directors with those of our shareholders. Each non-employee director receives an annual cash retainer and an annual equity award in the form of RSUs. To reflect their additional responsibilities, the Chairs and members of all committees receive an additional cash retainer. The Lead Independent Director also receives an additional cash retainer. Mr. Roche, as an employee director, does not receive any additional compensation for his services as director or as Chair of the Board of Directors. Our Board of Directors has delegated to the Compensation and Talent Committee the responsibility to review and recommend to the Board of Directors any proposed changes to non-employee director compensation. Annually, the Compensation and Talent Committee reviews with Pearl Meyer, the Compensation and Talent Committee’s independent compensation consultant, non-employee director compensation information for our peer group to check the alignment of our non-employee director compensation package with market practice and current trends. The Compensation and Talent Committee then makes recommendations to the full Board of Directors with respect to compensation of our non-employee directors, and the full Board of Directors reviews these recommendations and makes a final determination. We did not make any changes to our non-employee director compensation program in fiscal year 2023. In fiscal year 2023, we granted 100% of the value of the annual equity award to each of our non-employee directors in the form of time-based RSUs. These RSUs vest in full on the earlier of the first anniversary of the date of grant or the date of ADI’s next annual meeting of shareholders. On March 8, 2023, we granted each non-employee director then in-office 1,228 RSUs for services to be provided from that date until the earlier of the first anniversary of the date of the grant or ADI’s next annual meeting of shareholders. On July 17, 2023, Mr. Jennings, who joined our Board of Directors in June 2023, was granted 888 RSUs for services to be provided from the date of his initial appointment as a director through the Annual Meeting. On January 16, 2024, Dr. Henry, who joined our Board of Directors in December 2023, was granted an RSU award (rounded to the nearest share) with a value of approximately $57,945, representing the pro-rated value of our fiscal year 2023 annual director grant, for services to be provided from the date of his initial appointment as a director through the Annual Meeting.

  38. Annual Director Compensation

    Annual Director Compensation Board Retainers:

  39. Annual Director Compensation

    | Compensation Element | Annual Cash Compensation | | Board Chair Retainer | $250,000(1) | | Board Member Retainer | $90,000 | | Lead Independent Director Retainer | $40,000(2) |

  40. Committee Retainers: (3)

    | 42 | Director Compensation |

  41. Fiscal Year 2023 Director Compensation

    Fiscal Year 2023 Director Compensation The following table details the total compensation earned by our non-employee directors in fiscal year 2023.

  42. Fiscal Year 2023 Director Compensation

    | Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3)(4) | All Other Compensation ($) | Total ($) | | Stephen M. Jennings(5) | 40,342 | 167,202 | — | 207,544 | | André Andonian | 110,000 | 225,019 | — | 335,019 | | James A. Champy | 150,000 | 225,019 | — | 375,019 | | Anantha P. Chandrakasan | 113,247 | 225,019 | — | 338,265 | | Tunç Doluca(6) | 32,143 | — | — | 32,143 | | Bruce R. Evans(6) | 41,071 | — | — | 41,071 | | Edward H. Frank | 120,637 | 225,019 | — | 345,656 | | Laurie H. Glimcher | 100,000 | 225,019 | — | 325,019 | | Karen M. Golz | 120,000 | 225,019 | — | 345,019 | | Mercedes Johnson | 105,000 | 225,019 | — | 330,019 | | Kenton J. Sicchitano | 100,000 | 225,019 | — | 325,019 | | Ray Stata | 90,000 | 225,019 | 15,893(7) | 329,693 | | Susie Wee | 100,000 | 225,019 | — | 325,019 |

  43. Fiscal Year 2023 Director Compensation

    (1)Dr. Henry was appointed to the Board of Directors on December 5, 2023 and did not receive any compensation during fiscal year 2023. (2)All cash retainers are paid in quarterly installments on the 15th day of December, March, June, and September of each fiscal year and are pro-rated for a partial year of service. Each director can elect to defer receipt of his or her fees under our Deferred Compensation Plan (DCP). For more information relating to our DCP, see Compensation Tables—Non-Qualified Deferred Compensation Plan below. Drs. Frank and Glimcher elected to defer receipt of their fees under the DCP in fiscal year 2023. (3)These amounts represent the aggregate grant date fair value of awards for grants of RSUs to each listed director in fiscal year 2023. These amounts do not represent the actual amounts paid to or realized by the directors during fiscal year 2023. (4)The aggregate number of stock options and RSUs outstanding held by each non-employee director (representing unexercised stock options and unvested RSUs) at October 28, 2023 is as follows:

  44. Fiscal Year 2023 Director Compensation

    | Name | Number of Shares Subject to Option Awards Held as of October 28, 2023 | Number of RSUs that have not Vested as of October 28, 2023 | | Stephen M. Jennings(a) | — | 888 | | André Andonian | — | 1,228 | | James A. Champy | 16,100 | 1,228 | | Anantha P. Chandrakasan | — | 1,228 | | Tunç Doluca(b) | — | — | | Bruce R. Evans(b) | — | — | | Edward H. Frank | — | 1,228 | | Laurie H. Glimcher | — | 1,228 | | Karen M. Golz | — | 1,228 | | Mercedes Johnson | — | 1,228 | | Kenton J. Sicchitano | 7,640 | 1,228 | | Ray Stata | 25,760 | 1,228 | | Susie Wee | — | 1,228 |

  45. Fiscal Year 2023 Director Compensation

    (a)Mr. Jennings joined our Board of Directors on June 4, 2023, and in accordance with our Equity Award Grant Date Policy, was granted an RSU award pro-rated for his service from June 4, 2023 through our Annual Meeting on March 13, 2024. (b)Messrs. Doluca and Evans served on our Board of Directors until their retirement on March 8, 2023. (5)Mr. Jennings joined our Board of Directors on June 4, 2023 and in accordance with our Equity Award Grant Date Policy, was granted an RSU award pro-rated for his service from June 4, 2023 through our Annual Meeting on March 13, 2024.

  46. Fiscal Year 2023 Director Compensation

    | 2024 Proxy Statement | 43 |

  47. Fiscal Year 2023 Director Compensation

    (6)Messrs. Doluca and Evans served on our Board of Directors until their retirement on March 8, 2023. (7)The amount represents payment of medical and dental insurance premiums on behalf of Mr. Stata and his spouse. For the grants of RSUs made to our non-employee directors on March 8, 2023, the risk free rate was 5.25%, the dividend yield was 1.84% and the grant date fair value per share was $183.24. For the grants of RSUs made to our non-employee director on July 17, 2023, the risk free rate was 4.02%, the dividend yield was 1.75% and the grant date fair value per share was $188.29. The grant date fair value of RSUs represents the value of our common stock on the date of grant, reduced by the present value of dividends expected to be paid on our common stock prior to vesting. For a more detailed description of the assumptions used for purposes of determining grant date fair value, see Note 3 to the Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Stock-Based Compensation, included in our Annual Report on Form 10-K for the year ended October 28, 2023. We also reimbursed our directors for travel to Board of Directors’ meetings and other related expenses.

  48. Equity Award Grant Date Policy for Non-Employee Directors

    | 44 | Director Compensation |

  49. CEO Pay Mix

    CEO Pay Mix In fiscal year 2023, consistent with feedback we received from shareholders, and to incentivize Mr. Roche to continue driving future long-term growth, the Compensation and Talent Committee, in consultation with its independent compensation consultant, determined to adjust Mr. Roche’s compensation package and increase the weighting of Mr. Roche’s annual long-term incentive compensation that is tied to challenging long-term performance goals to 75%, up from 65% in fiscal year 2022. As a result, for fiscal years 2022 and 2023, the form and mix of equity awards granted as part of our annual equity award program for our Chief Executive Officer was as follows:

  50. Change in Target Performance for Relative TSR PRSUs

    Change in Target Performance for Relative TSR PRSUs With respect to our Relative TSR PRSUs, the number of PRSUs that executive officers, including our NEOs, may earn is based on our TSR performance relative to the TSR performance of the companies in the S&P 500 Index over a three-year period, expressed as a percentile. In response to shareholder feedback and to enhance the difficulty of achieving our performance goals, in fiscal year 2023, we increased the percentile for target performance of our Relative TSR PRSUs from the 50th percentile to the 55th percentile, beginning with the Relative TSR PRSUs granted in fiscal year 2023, such that target payout of our Relative TSR PRSUs is achieved when ADI’s TSR is at the 55th percentile of the TSRs of the companies in the S&P 500 Index. As in prior years, the number of shares that may vest is capped at target in instances of negative TSR.

  51. Compensation Philosophy and Objectives

    | uCreate alignment between executive and shareholder interests | uPay for performance by ensuring incentives are tied to multiple business performance metrics | uProvide market competitive compensation to attract and retain top executive talent |

  52. Pay for Performance

    | | | | Performance-Based Incentives | | | | | Base Salary | Variable Cash Incentive | Time-Based RSUs | Relative TSR PRSUs | Financial Metric PRSUs | | TARGET COMP VALUE | | | Short-term | Long-term | | | | |

  53. Summary of Direct Compensation Elements

    | Pay Element | | | Purpose | Time Period | Performance Measures | | Base Salary | | | uAttract and retain executive talent | uAnnual | uNone | | Short-Term Variable Cash Incentive | | | uReward our executive officers for achieving short-term company financial objectives aligned with shareholder value creation | uAnnual | u50%: year-over-year revenue growth (measured quarterly) u50%: quarterly OPBT margin uMinimum OPBT margin required for payout | | Long-Term Equity Incentives | CEO | Other NEOs | uAlign executive officer and shareholder interest to drive superior relative TSR results | uCumulative three-year performance period | uRelative TSR compared to comparator group, targeting above-median performance uPayouts capped at target if absolute TSR is negative | | | Relative TSR PRSUs | | | | | | | | | | | | | | Financial Metric PRSUs | | uAlign executive officer and shareholder interests with long-term profitability | uOne-year, two-year cumulative, and three-year cumulative performance periods | uNon-GAAP operating profit | | | | | | | | | | RSUs | | uAttract and retain key executives | uFour-year graded vesting | uNone | | | | | | | |

  54. Pay and Governance Best Practices

    | WHAT WE DO | WHAT WE DON’T DO | | uReview compensation practices of peers aligned with ADI’s business uProvide for annual cash incentives that are based solely on our financial performance uDesign compensation programs to align a significant portion of equity awards to long-term performance achievement uTie incentive awards to challenging performance targets aligned with our corporate strategy uCap payouts for relative TSR-based awards for instances of negative absolute TSR and provide for target performance at above median relative TSR performance uProvide for compensation clawbacks pursuant to a clawback policy for our CEO and other officers uRequire significant share ownership by executive officers pursuant to stock ownership guidelines uConduct an annual “say-on-pay” vote | uNo hedging and pledging of ADI securities uNo excessive perquisites to our executive officers uNo gross-ups or compensation paid to officers or directors for any income tax owed for approved travel |

  55. Roles and Responsibilities

    | Role of the Compensation Consultant | uIn June 2022, Pearl Meyer recommended a peer group of companies for the purpose of assessing our executive compensation program, which was approved by the Compensation and Talent Committee. Pearl Meyer then gathered compensation information of these companies and provided market-based findings on pay levels and practices to the Compensation and Talent Committee. | | Role of Management | uMr. Roche reviewed the competitive market data for our NEOs, other than himself, as well as their performance in preparing recommendations for the Compensation and Talent Committee’s consideration. | | Role of the Compensation and Talent Committee | uThe Compensation and Talent Committee considered Pearl Meyer’s advice, Mr. Roche’s recommendations for those executive officers reporting to him, and management’s proposed fiscal year 2023 performance goals prior to making its final and sole decision on all fiscal year 2023 executive compensation. At the Compensation and Talent Committee’s direction, Pearl Meyer provided a risk analysis of our executive compensation program. Finally, the Compensation and Talent Committee also certified performance-based compensation payouts for the applicable periods ended in fiscal year 2023. |

  56. Compensation and Talent Committee Consultants

    Compensation and Talent Committee Consultants The Compensation and Talent Committee has the authority, in its sole discretion, to retain or obtain the advice of any independent legal, accounting, or other advisors it deems necessary or appropriate to carry out its responsibilities. The Compensation and Talent Committee is empowered, without further action by the Board of Directors, to cause ADI to pay the compensation of these advisors as established by the Compensation and Talent Committee. The Compensation and Talent Committee continued to use Pearl Meyer as its independent compensation consultant for fiscal year 2023 because of Pearl Meyer’s experience working with our Compensation and Talent Committee and with compensation committees at other technology companies. As part of its annual process, the Compensation and Talent Committee considered the independence factors that are identified in the Nasdaq Rules when selecting and retaining its advisors. Specifically, with respect to Pearl Meyer, when our Compensation and Talent Committee appointed Pearl Meyer for fiscal year 2023, it analyzed whether Pearl Meyer’s role raised any conflicts of interest by considering the following factors: (i) Pearl Meyer does not provide any services directly to ADI (although we pay Pearl Meyer on the Compensation and Talent Committee’s behalf), (ii) the percentage of Pearl Meyer’s total revenue resulting from fees paid by us on the Compensation and Talent Committee’s behalf, (iii) Pearl Meyer’s conflict of interest policies and procedures, (iv) any business or personal relationship between Pearl Meyer and an executive officer, or between Pearl Meyer’s individual compensation advisors and an executive officer or any member of our Compensation and Talent Committee, and (v) any ADI stock owned by Pearl Meyer or its individual compensation advisors. After considering these factors, the Compensation and Talent Committee determined that Pearl Meyer’s work did not create any conflicts of interest. Pearl Meyer reports directly to the Compensation and Talent Committee and assists the Compensation and Talent Committee in evaluating and designing our executive and director compensation program and policies. In connection with its work for the Compensation and Talent Committee, Pearl Meyer is invited to attend the Compensation and Talent Committee’s meetings and, upon request of the Compensation and Talent Committee, attends executive sessions of the Compensation and Talent Committee. For fiscal year 2023, Pearl Meyer assisted the Compensation and Talent Committee with matters, including: uDefining a peer group of companies; uReviewing and validating the appropriateness of executive performance incentive plan goals; uProviding market data and advice regarding executive and director compensation plan design, design of the executive performance incentive plan, and equity incentive mix and design; uConducting a detailed analysis of the competitiveness and appropriateness of ADI’s total executive compensation opportunity and total director compensation opportunity in comparison to our defined peer group; uConducting a risk assessment of our executive compensation program; and uAdvising on regulatory changes and their potential impact on our executive compensation programs along with any other aspects of our compensation programs.

  57. Market Compensation Data

    Market Compensation Data The Compensation and Talent Committee has sought to select peer group companies that are publicly traded, are headquartered in the United States, compete with us for talent, and are similar to ADI in their product and services offerings, business model, revenue size, and market capitalization. As a result of rapid consolidation in the semiconductor industry over the last several years, in addition to companies that meet the criteria outlined above, the peer group also includes companies outside of the semiconductor industry. These additional companies are similar in size and have similar gross margins and research and development expenditures as ADI, include peers of peers and peers of other companies in our sector, and often compete with ADI for talent. Based on review and consultation with Pearl Meyer, for fiscal year 2023, the Compensation and Talent Committee determined to make no changes to the peer group from the prior year. In fiscal year 2023, the peer group companies used by the Compensation and Talent Committee to evaluate executive compensation consisted of the following companies:

  58. Market Compensation Data

    | 2023 Peer Group | | | | Advanced Micro Devices, Inc. Agilent Technologies, Inc. Applied Materials, Inc. Boston Scientific Corporation Broadcom Inc. Intel Corporation | KLA Corporation Lam Research Corporation Marvell Technology, Inc. Microchip Technology Incorporated Micron Technology, Inc. | NVIDIA Corporation NXP Semiconductors N.V. QUALCOMM Incorporated Skyworks Solutions, Inc. Texas Instruments Incorporated |

  59. Market Compensation Data

    Of the 16 selected peers, at the time of the annual peer group review, ADI had a higher estimated fiscal year 2022 revenue than 5 of the peer companies, and a market capitalization higher than 9 of the peer companies. Although ADI was smaller in terms of estimated fiscal year 2022 revenue and market capitalization than some of the peer companies, ADI regularly competes for talent with larger peer companies in terms of revenue and market capitalization. For example, in March 2022, Gregory Bryant joined ADI as Executive Vice President and President of Business Units from Intel Corporation. The Compensation and Talent Committee believes it is critical to ADI’s performance to hire highly talented, specialized, and experienced employees, and these individuals typically join ADI from larger technology companies. For executive officers in positions for which the fiscal year 2023 peer group companies do not publicly disclose compensation data, the Compensation and Talent Committee reviewed data collected from Radford’s Global Technology Survey. This survey depicts executive compensation levels across a wide spectrum of technology sector companies comparable to ADI in annual revenue and market capitalization.

  60. Risks We Consider in Our Compensation Program

    | Pay Mix / Structure | We structure our pay to consist of both fixed and variable compensation with short- and long-term horizons. We believe that the variable elements of compensation, which represented 95% and 91% of the total target compensation for our CEO and other NEOs, respectively, excluding new-hire equity awards, for fiscal year 2023, are a sufficient percentage of overall compensation to motivate executives to produce superior short- and long-term corporate results and to achieve company goals, while the fixed element is also sufficiently high that the executives are not encouraged to take unnecessary or excessive risks in doing so. | | Metrics | We believe that our focus on both OPBT margin and year-over-year revenue growth through our executive performance incentive plan, and non-GAAP operating profit and stock price performance through our equity compensation program, provides a check on excessive short-term risk taking. That is, even if our executives could inappropriately increase OPBT margin or revenue by excessively reducing expenses or adding new revenue sources that are inconsistent with our business model, this could ultimately harm our stock price and the value of their equity awards. Conversely, if our executives were to add revenue sources at low margins in order to generate a higher growth multiple and increased stock prices, it could decrease OPBT margin and the value of their variable cash incentive payments. Our OPBT margin and year-over-year revenue growth targets are applicable to our executives and employees alike, which we believe encourages consistent behavior across the organization, and reflects goals that are challenging, but not so high that they require performance outside of what the Compensation and Talent Committee believes is reasonable for us or could motivate our executives and employees to take actions in which we assume unreasonable levels of risk. | | Driving Profitability | We cap our variable cash incentive payout factors. Even if we dramatically exceed our OPBT margin or year-over-year revenue growth targets, variable cash incentive payments are limited. In fiscal year 2023, the variable cash incentive payment factor cap was 300% of target. Conversely, we also have a floor on the OPBT margin target so that profitability at or below a certain level will result in no variable cash incentive payments for that performance period, regardless of revenue growth levels. We believe this avoids incentivizing management to drive revenue levels without regard to profitability. | | Stock Ownership Guidelines | Our stock ownership guidelines provide an incentive for management to consider ADI’s long-term interests because a portion of their personal investment portfolio consists of ADI stock. |

  61. Consideration of 2023 Say-on-Pay Votes

    During these engagement meetings, we heard from some shareholders that opposed our 2022 say-on-pay advisory vote primarily due to legacy concerns around historical compensation determinations and the new hire award that we granted to Gregory Bryant, our Executive Vice President and President of Business Units, when recruiting him from Intel Corporation during fiscal year 2022. Most shareholders indicated that they understood the rationale behind the new hire award given that Mr. Bryant joined us from Intel Corporation and were generally pleased with the overall design and framework of our executive compensation program. Given the varied feedback we heard and in light of our say-on-pay vote receiving the support from holders of a significant majority of our outstanding shares, the Compensation and Talent Committee determined not to make significant changes to the overall design and framework of our executive compensation program in fiscal year 2023. However, in response to shareholder feedback the Compensation and Talent Committee determined that for future new hire awards for incoming executives the company would work to provide enhanced disclosure. Additionally in response to feedback from shareholders, the Compensation and Talent Committee acted to make the target performance of our Relative TSR PRSUs more challenging. As a result, we increased target performance of our Relative TSR PRSUs from the 50th to the 55th percentile, beginning with the Relative TSR PRSUs granted in fiscal year 2023, such that target payout of our Relative TSR PRSUs is achieved when ADI’s TSR is at the 55th percentile of the TSRs of the companies in the S&P 500 Index. For additional information about the feedback we received from shareholders and the actions we took in response, please see the Shareholder Engagement section beginning on page 37 of this Proxy Statement.

  62. Consideration of 2023 Say-on-Pay Votes

    | Compensation Best Practices Our annual cash incentives are based solely on our financial performance A majority of equity awards for NEOs are contingent upon long-term performance achievement Incentive awards are tied to challenging performance targets aligned with our corporate strategy Payout for relative TSR-based awards are capped at target for instances of negative absolute TSR and target payout is earned for performance above median of the comparator group Clawback policy for our CEO and other officers (as defined in Rule 16a-1(f) under the Exchange Act) in the event of an accounting restatement Specific policy regarding the grant dates of equity awards for our directors, executive officers, and employees Stock ownership guidelines for our Leadership Team and directors Prohibit hedging and pledging of ADI securities Annual “say-on-pay” vote |

  63. Components of Executive Compensation

    | BASE SALARY | | SHORT-TERM VARIABLE CASH INCENTIVE | | LONG-TERM EQUITY INCENTIVES | | RETIREMENT AND OTHER EMPLOYEE BENEFITS | | uAttract and retain executive talent uProvide stable source of income | | uLink pay and short-term company performance uReward executives for achieving short-term company financial objectives aligned with value creation | | uLink pay and long-term company performance uAlign the interests of executives with shareholders by rewarding long-term stock price appreciation | | uRetain executive talent by providing financial protection and security |

  64. Executive Performance Incentive Plan

    Executive Performance Incentive Plan In September 2022, the Compensation and Talent Committee approved the terms of our executive performance incentive plan for fiscal year 2023. The plan is designed to be variable, depending on ADI’s operating results. All executive officers, including our NEOs, participated in our fiscal year 2023 executive performance incentive plan. We calculated and made variable cash incentive payments under the plan as follows:

  65. Executive Performance Incentive Plan

    | BASE SALARY | | INDIVIDUAL TARGET VARIABLE CASH INCENTIVE PERCENTAGE | | VARIABLE CASH INCENTIVE PAYOUT FACTOR | | VARIABLE CASH INCENTIVE PAYOUT |

  66. Individual Target Variable Cash Incentive Percentage

    Individual Target Variable Cash Incentive Percentage For fiscal year 2023, the Compensation and Talent Committee set target variable cash incentive percentages at 200% of base salary for our CEO and ranging from 125% to 150% for each of our NEOs other than our CEO, as part of our fiscal year 2023 compensation cycle. The Compensation and Talent Committee selected these target variable cash incentive percentages to ensure that a substantial portion of each executive officer’s cash compensation is performance-based and linked directly to our business performance, and to ensure that total compensation is competitive with those in similar positions within our peer group companies. Setting our CEO’s target at 200% also ties the majority of his cash compensation directly to company performance.

  67. Variable Cash Incentive Payout Factor

    Variable Cash Incentive Payout Factor The Compensation and Talent Committee reviews and approves our performance targets, and historically these targets have not been re-set during the performance period, regardless of company performance or economic conditions. We believe that this approach fosters accountability for our business results and aligns with our core belief that variable compensation expense, which increases when our performance is good and contracts when it is poor, gives us maximum flexibility to operate our business. In setting performance targets for our executive performance incentive plan, multiple factors are considered including our actual past business results, estimates of multi-year performance from our long-term strategic planning, and the performance of market competitors. The Compensation and Talent Committee strives to set challenging growth targets that will remain in place for more than one year, are not adjusted once set, and are aligned with our long-term strategy. Based on our evaluation of these factors, the Compensation and Talent Committee determined that our fiscal year 2023 OPBT margin and year-over-year revenue growth targets would remain the same as those from the second half of fiscal year 2022 and that these quarterly performance targets were challenging and consistent with our long-term strategy, incentivizing continued strong profit margins and long-term growth. These long-term targets are focused on factors that do not quickly become obsolete and thus drive long-term results. For fiscal year 2023, we based the variable cash incentive payout factor for the applicable quarterly variable cash incentive period on our OPBT margin and year-over-year revenue growth compared to the same quarter in the prior year. While our executive performance incentive plan contains quarterly performance targets, the Compensation and Talent Committee designed this plan to drive long-term performance. The targets are directly linked to our long-term corporate strategy of profitable growth, which drives shareholder value creation. We believe this combination ensures that we encourage a long-term focus on our business objectives, while measuring and rewarding progress against those objectives on a quarterly basis.

  68. Variable Cash Incentive Payout Factor

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  69. Variable Cash Incentive Payout Factor

    The Compensation and Talent Committee implemented the following targets for the executive performance incentive plan for fiscal year 2023:

  70. Variable Cash Incentive Payout Factor

    | OPBT Margin | | Revenue | | | OPBT Margin by Qtr. | Variable Cash Incentive Payout Factor | YTY Growth by Qtr. | Variable Cash Incentive Payout Factor | | ≤ 40.0% | 0 | ≤ 0% | 0 | | 42.0% | 1.0x | 8.0% | 1.0x | | 45.0% | 2.0x | 15.0% | 2.0x | | ≥ 50.0% | 3.0x | ≥ 22% | 3.0x | | If OPBT margin <=40% the entire variable cash incentive will pay at 0% regardless of revenue attainment | | | |

  71. Variable Cash Incentive Payout Factor

    (1)OPBT margin is equivalent to our Adjusted Operating Margin as reported in our annual and quarterly earnings releases. The Compensation and Talent Committee may adjust the OPBT margin and year-over-year revenue growth metrics in its sole discretion to exclude special items such as (but not limited to) restructuring-related expense, acquisition-related expense, amortization of intangibles, gain or loss on disposition of businesses, non-recurring royalty payments, and other similar non-cash or non-recurring items. The Compensation and Talent Committee may, in its discretion, exclude these items in order to prevent payments under the plan from being adversely or advantageously affected by special items. For purposes of determining the variable cash incentive payout factor for each quarter of fiscal year 2023, OPBT margin was adjusted to exclude acquisition-related expenses, acquisition-related transaction costs, and special charges, consistent with the non-GAAP adjustments included in our quarterly earnings releases. While the OPBT margin and year-over-year revenue growth targets are typically set annually, we measure performance against those targets on a quarterly basis, applying the corresponding variable cash incentive payout factor to base salary for that quarter, and pay the variable cash incentive amounts to our executive officers on a semi-annual basis following the end of the second and fourth fiscal quarters. We have a floor on the OPBT margin target so that profitability at or below the minimum listed OPBT margin will result in no variable cash incentive payments for that performance period, regardless of revenue growth levels. The variable cash incentive payout factor is determined using linear interpolation between the values specified in the tables above. For fiscal year 2023, the calculated OPBT margin, year-over-year revenue growth, and variable cash incentive payout factor under our executive performance incentive plan for each quarter were as follows:

  72. Variable Cash Incentive Payout Factor

    | | OPBT Margin (50% weight) | | Revenue Growth (50% weight) | | | | Quarter | OPBT Margin (by quarter) | Variable Cash Incentive Payout Factor (by quarter) | YOY Revenue Growth (by quarter) | Variable Cash Incentive Payout Factor (by quarter) | Quarterly Variable Cash Incentive Payout Factor (average) | | Q1 | 51.1% | 300% | 21.1% | 287% | 293% | | Q2 | 51.2% | 300% | 9.8% | 126% | 213% | | Q3 | 47.8% | 257% | (1.1)% | —% | 128% | | Q4 | 44.7% | 190% | (16.4)% | —% | 95% |

  73. Variable Cash Incentive Payout Factor

    In fiscal year 2023, we delivered strong revenue performance. As a result the full year variable cash incentive payout factor under our executive performance incentive plan was 182% of target in fiscal year 2023, compared to 293% in fiscal year 2022 and 253% in fiscal year 2021.

  74. Variable Cash Incentive Payout Factor

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  75. Base Salary and Individual Target Variable Cash Incentive Percentages

    Base Salary and Individual Target Variable Cash Incentive Percentages In April 2023, as part of our standard annual review cycle, the Compensation and Talent Committee reviewed the base salaries and individual target variable cash incentive percentages for Mr. Roche and our other executive officers, including our NEOs. They considered several factors, including each executive officer’s performance, experience, tenure, job responsibilities, and market benchmark information from our peer group. As a result of this review, the Compensation and Talent Committee increased the base salary for each of our NEOs except for Mr. Bryant in fiscal year 2023, effective April 23, 2023, but determined to make no changes to target variable cash incentive percentages for any of our NEOs in fiscal year 2023. Following a robust review of market and performance factors, the Compensation and Talent Committee determined to increase Mr. Roche’s base salary by 9.1% to align target total cash compensation at market competitive levels in recognition of Mr. Roche’s strong leadership. The increase provided to Mr. Roche was specifically to align his salary with the peer group median. For more information regarding Mr. Roche’s 2023 target compensation, see the Determining Fiscal Year 2023 Target Compensation–CEO and Chair Compensation Determination Process section of this Proxy Statement. The Compensation and Talent Committee approved base salaries and target variable cash incentive percentages for our NEOs during fiscal year 2023 as specified in the table below:

  76. Base Salary and Individual Target Variable Cash Incentive Percentages

    | Name of Executive | Fiscal Year 2022 Base Salary | Fiscal Year 2023 Base Salary | % Increase | Fiscal Year 2022 Individual Target Variable Cash Incentive as % of Base Salary | Fiscal Year 2023 Individual Target Variable Cash Incentive as % of Base Salary | % Increase | | Vincent Roche Chief Executive Officer and Chair of the Board of Directors | $1,100,000 | $1,200,000 | 9.09% | 200% | 200% | —% | | Prashanth Mahendra-Rajah(1) Former Executive Vice President, Finance and Chief Financial Officer | $670,000 | $700,000 | 4.48% | 125% | 125% | —% | | Gregory Bryant Executive Vice President and President of Business Units | $750,000 | $750,000 | —% | 150% | 150% | —% | | Vivek Jain Executive Vice President of Global Operations and Technology | $625,000 | $650,000 | 4.00% | 125% | 125% | —% | | Anelise Sacks Executive Vice President and Chief Customer Officer | $600,000 | $625,000 | 4.17% | 125% | 125% | —% |

  77. Base Salary and Individual Target Variable Cash Incentive Percentages

    (1)Mr. Mahendra-Rajah served as our Executive Vice President, Finance and Chief Financial Officer until October 28, 2023.

  78. Long-Term Equity Incentives

    Long-Term Equity Incentives Our equity compensation program is a broad-based, long-term employee rewards program that is intended to attract, retain, and motivate our employees, executive officers, and directors and to align their interests with those of our shareholders. We believe that our equity program is critical to our efforts to hire and retain the best talent in the extremely competitive semiconductor industry. All equity awards granted to our executive officers, including our NEOs, in fiscal year 2023 were made under the 2020 Plan.

  79. Long-Term Equity Incentives

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  80. Equity Mix

    Equity Mix The most significant portion of our executive officers’, including our NEOs’, total compensation is in the form of equity awards, the value of which is directly tied to our financial and stock price performance over the long term. In fiscal year 2023, approximately 80% of the average total target compensation of our NEOs was in the form of equity. This percentage and equity mix results in a strong alignment between executive officers’ compensation and the interests of our shareholders. The Compensation and Talent Committee, in consultation with its independent compensation consultant, determined to increase Mr. Roche’s target total compensation package in fiscal year 2023, following a robust evaluation of our recent and long-term performance, the strategic direction of ADI, and peer compensation benchmarking and practices. To further incentivize Mr. Roche to continue driving future long-term growth and consistent with feedback we received from shareholders, the Compensation and Talent Committee also increased the weighting of Mr. Roche’s annual long-term incentive compensation that is tied to challenging long-term performance goals. As a result, the equity mix for Mr. Roche in fiscal year 2023 is 75% PRSUs and 25% time-based RSUs, compared to 65% PRSUs and 35% RSUs in fiscal year 2022. The equity mix for our other named executive officers in fiscal year 2023 remains 65% PRSUs and 35% RSUs, reflecting no changes from fiscal year 2022. For more information regarding Mr. Roche’s contributions to ADI and the Compensation and Talent Committee’s rationale for the increase, see the Determining Fiscal Year 2023 Target Compensation–CEO and Chair Compensation Determination Process section of this Proxy Statement. As a result, for fiscal year 2023, the form and mix of equity awards delivered as part of our annual equity award program for our executive officers, including our Chief Executive Officer and other NEOs, was as follows:

  81. Equity Mix

    | Equity Award Type | Percentage of CEO Annual Grant | Percentage of Other NEO Annual Grant | Purpose | Time Period | Performance Metrics | Payout | | Relative TSR PRSUs | | | Align executive officers’ and shareholders’ interests to drive superior TSR relative to comparator group | 3-year performance period | ADI’s 3-year TSR compared to a comparator group | 0–200% | | Financial Metric PRSUs | | | Align executive officers’ and shareholders’ interests in long-term profitability | 1-year, 2-year cumulative, and 3-year cumulative performance periods; earned shares (if any) vest on 3rd anniversary of grant date. 3-year cliff vesting | 1-year, 2-year cumulative, and 3-year cumulative non-GAAP operating profit (in dollars) | 0–200% | | Time-Based RSUs | | | Attract and retain key executives | 4-year graded vesting | None | 100% value in line with stock price performance |

  82. Equity Vehicle Structure

    Equity Vehicle Structure

  83. Performance-Based RSUs

    Performance-Based RSUs For fiscal year 2023, approximately 75% of our annual equity awards to Mr. Roche and approximately 65% of our annual equity awards to our other executive officers, including our other NEOs, were in the form of PRSUs. To ensure that a direct link exists between the value of our long-term incentives and the value that is created for our shareholders, our fiscal year 2023 equity compensation program included two types of PRSUs for our executive officers: Relative TSR PRSUs and Financial Metric PRSUs. Relative TSR PRSUs. The number of PRSUs that executive officers, including our NEOs, may earn is based on our TSR performance relative to the TSR performance of other companies in a comparator index over a three-year period. The number of PRSUs that vest is determined by ADI’s TSR performance relative to the TSR of the companies in the S&P 500 Index expressed as a percentile. In response to shareholder feedback and to enhance the difficulty of achieving of our performance goals, in fiscal year 2023 we increased target performance of PRSUs from the 50th percentile to the 55th percentile, beginning with the Relative TSR PRSUs granted in fiscal year 2023, such that target payout of our Relative TSR PRSUs is achieved when ADI’s TSR is at the 55th percentile of the TSRs of the companies in the S&P 500 Index. The actual amount of PRSUs that will be earned can range from 0% to 200% of the target amount, corresponding to the percentile attainment of ADI’s TSR as compared to the companies in the S&P 500 Index. No shares will vest if ADI’s TSR is less than at the 25th percentile. The number of earned shares is capped at 100% if ADI’s TSR performance is negative.

  84. Performance-Based RSUs

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  85. Performance-Based RSUs

    The following table illustrates the percentage of target PRSUs that could be earned based on ADI’s relative TSR performance to the companies in the S&P 500 Index:

  86. Performance-Based RSUs

    | Percentile Attainment | PRSU Payout % | | < 25th percentile | 0% | | 25th percentile | 50% | | 55th percentile | 100% | | 75th percentile | 200% |

  87. Performance-Based RSUs

    Attainment within performance parameters is subject to interpolation on a linear basis. 2020-2023 TSR PRSUs Payouts. The Relative TSR PRSUs granted on March 11, 2020 had a three-year performance period that ended on March 11, 2023. The comparator group designated by the Compensation and Talent Committee for the relative TSR PRSUs granted in fiscal year 2020 consisted of the companies represented in the Philadelphia Semiconductor Index (SOX Index) as of the grant date that are included in the SOX Index for the entire performance period. The actual amount of PRSUs that could have been earned ranged from 0%-200% of the target amount, with adjustments upward or downward from the target 100% payout by 1.5% for each percentage point ADI’s TSR is above or below that of the comparator group median TSR. No shares would have vested if ADI’s TSR was 66.67 percentage points lower than the comparator group median TSR. The number of earned shares was capped at 100% if ADI’s TSR performance was negative. The following table illustrates the percentage of target PRSUs that could have been earned based on the company’s relative TSR performance to the comparator group median TSR:

  88. Performance-Based RSUs

    | ADI TSR | PRSU Payout % | | Equal to or greater than 66.67% above the comparator group median TSR | 200% | | Equal to comparator group median TSR | 100% | | Equal to or less than -66.67% below the comparator group median TSR | 0% |

  89. Performance-Based RSUs

    Attainment within performance parameters was subject to interpolation on a linear basis. On a three-year cumulative basis, our TSR performance was 78.61%, compared to the comparator group median TSR of 80.21%. This resulted in a 97.60% payout of the awards. Financial Metric PRSUs: Beginning in fiscal year 2019, the Compensation and Talent Committee has included Financial Metric PRSUs as part of our annual equity program, based on non-GAAP operating profit in dollars, for our executive officers to incentivize long-term profitable growth measured over one-year, two-year cumulative, and three-year cumulative time periods. Non-GAAP operating profit is equivalent to our Adjusted Operating Income as reported in our annual and quarterly earnings releases. The Compensation and Talent Committee selected this metric because it is a key measure that executives use both internally to drive business decisions and externally when speaking to investors about company results and progress against execution of the company’s strategy. The use of multiple performance periods incentivizes executives to achieve short-term objectives that support our long-term strategy, as well as to focus on long-term financial growth. For each award, the Compensation and Talent Committee reviews and approves challenging targets taking into consideration the company’s long-term financial plan, strategic priorities, and objectives. The Compensation and Talent Committee does not re-set these targets during the performance period, regardless of company performance or economic conditions. The number of PRSUs an executive officer, including each NEO, may earn ranges from 0% to a maximum of 200% of the target amount based on the company’s performance against the targets of this metric. The Compensation and Talent Committee determines the level of achievement of each tranche of Financial Metric PRSUs after the completion of each of the one-year, two-year cumulative, and three-year cumulative performance periods. After such determination, the number of shares of PRSUs earned by an executive officer remains subject to a time-based service requirement and will cliff vest on the third anniversary of the grant date, subject to the executive’s employment through such date. In December 2023, the Compensation and Talent Committee determined the level of achievement of the current Financial Metric PRSUs as described below.

  90. Performance-Based RSUs

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  91. Performance-Based RSUs

    2021–2023 Financial Metric PRSUs: The targets were set at the beginning of fiscal year 2021, and the awards were granted in March 2021. The Compensation and Talent Committee reviewed the achievement of the third tranche of these awards (three-year cumulative time period), covering the non-GAAP operating profit for fiscal years 2021, 2022, and 2023, and determined that with a non-GAAP operating profit of $11.367 billion, which was above both the non-GAAP operating profit target attainment level of $7.753 billion and the non-GAAP operating profit maximum attainment level of $8.141 billion, 200% of the target number of PRSUs subject to the third tranche were earned by the company’s executive officers under this incentive compensation vehicle for that period. With all three measurement periods completed, and with the first and second tranches each payable at 200%, the company’s executive officers will earn an aggregate of 200% of the total target number of PRSUs subject to this incentive compensation vehicle. As the targets were set before we acquired Maxim, the levels of achievement determined by the Compensation and Talent Committee with respect to the 2021-2023 Financial Metric PRSUs do not reconcile to our reported non-GAAP operating profit because the measurement of achievement with respect to these Financial Metric PRSUs excludes the benefits of the additional profit from the Maxim acquisition that occurred after the grant date of these awards. 2022–2024 Financial Metric PRSUs: The targets were set at the beginning of fiscal year 2022, and the awards were granted in April 2022. The Compensation and Talent Committee reviewed the achievement of the second tranche of these awards (two-year cumulative time period), covering the two-year non-GAAP operating profit for fiscal year 2022 and fiscal year 2023, and determined that with a non-GAAP operating profit of $11.954 billion, which was above both the non-GAAP operating profit target attainment level of $9.871 billion and the non-GAAP operating profit maximum attainment level of $10.858 billion, 200% of the target number of PRSUs subject to the second tranche were earned by the company’s executive officers under this incentive compensation vehicle for that period. There will be no vesting of these awards until the third and final year of the performance period is completed. 2023–2025 Financial Metric PRSUs: The targets were set at the beginning of fiscal year 2023, and the awards were granted in April 2023. The Compensation and Talent Committee reviewed the achievement of the first tranche of these awards, covering the one-year non-GAAP operating profit for fiscal year 2023, and determined that with a non-GAAP operating profit of $6.014 billion, which was below the non-GAAP operating profit target attainment level of $6.163 billion but above the non-GAAP operating profit minimum attainment level of $5.546 billion, 76% of the target number of PRSUs subject to the first tranche were earned by the company’s executive officers under this incentive compensation vehicle for that period. There will be no vesting of these awards until the third and final year of the performance period is completed. Maxim Integration PRSUs: As discussed in our proxy statement for our 2022 Annual Meeting of Shareholders, filed with the SEC on January 21, 2022, to promote the successful integration of Maxim and the achievement of our synergy goals, in December 2020 (with respect to Mr. Mahendra-Rajah), March 2021 (with respect to Ms. Sacks), and October 2021 (with respect to Mr. Jain), the Compensation and Talent Committee approved the target award of PRSUs, or Maxim Integration PRSUs, to a select group of key employees, including the following NEOs: 19,443 Maxim Integration PRSUs for Mr. Mahendra-Rajah, 11,377 Maxim Integration PRSUs for Ms. Sacks and 11,332 Maxim Integration PRSUs for Mr. Jain. The recipients of the Maxim Integration PRSUs were key decision makers who had a responsibility to drive integration and cost synergy following the acquisition of Maxim. Our CEO, Mr. Roche, was not eligible for and did not receive any Maxim Integration PRSUs. The number of Maxim Integration PRSUs that could have been earned ranged from 0 to a maximum of 200% of the target amount of Maxim Integration PRSUs, or the Target Amount, and was determined according to the achievement of the three performance metrics set forth below. The performance metrics were designed to incentivize the achievement of stretch targets with respect to both the magnitude of cost synergies and the speed of delivery. The performance metrics and payouts achieved are as follows: Operating Profit Goal: As a gatekeeping hurdle, the combined company had to maintain a minimum average non-GAAP OPBT of 36% between the period from July 30, 2022 to July 29, 2023. The non-GAAP OPBT over such period was 47.8% and exceeded this Operating Profit Goal. Synergy Performance Goal: Provided the Operating Profit Goal was attained, a number of Maxim Integration PRSUs ranging from 0 to 150% of the Target Amount would vest based on the gross dollar amount of cost synergies attained following the closing date of the Maxim acquisition (Acquisition Date), as represented by the scale set forth below. For cost synergies to be deemed attained, either (i) cost synergies must take effect within the period from December 15, 2020 until the two-year anniversary of the Acquisition Date (Performance Period), or (ii) cost synergies must take effect within the 12-month period following the Performance Period as a result of a firm commitment made during the Performance Period. The number of Maxim Integration PRSUs that vested was calculated based on linear interpolation between targets.

  92. Performance-Based RSUs

    | Synergy Performance Goal Attained | % of Target to Vest | | $275 million | 0% | | $325 million | 100% | | $375 million | 150% |

  93. Performance-Based RSUs

    Between August 26, 2021 and the end of fiscal year 2022, $434 million in synergies were achieved, resulting in 150% of target vesting of the Synergy Performance Goal. Speed of Delivery Accelerator: If the minimum Synergy Performance Goal was fully realized within 18 months following the Acquisition Date, then an additional number of Maxim Integration PRSUs equal to 50% of the Target Amount will vest. As of October 29, 2022, $434 million of cost synergies were achieved and this Speed of Delivery Accelerator was achieved. Based on this performance, in September 2023, the Compensation and Talent Committee approved the payout of the Maxim Integration PRSUs at 200% of target.

  94. Performance-Based RSUs

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  95. Time-Based RSUs

    Time-Based RSUs In a volatile stock market, time-based RSUs continue to provide incentive and retentive value when stock options may not, which the Compensation and Talent Committee believes to be useful in retaining talented executives and employees in uncertain economic times. In this way, we use time-based RSUs as a retention tool and to enable our executive officers to accumulate stock ownership in the company. As part of our annual compensation program, time-based RSUs were granted to our NEOs in April 2023, and such awards will vest in equal increments on the first, second, third and fourth anniversaries of March 15, 2023.

  96. Stock Options

    Stock Options Prior to fiscal year 2022, we used stock options as a way to reward long-term value creation. Stock options granted to our executive officers in prior years, including our NEOs, vest in accordance with the vesting dates as described in footnote 1 to the Outstanding Equity Awards at Fiscal Year-End 2023 table and are subject to a 10-year term. In December 2020, the Compensation and Talent Committee approved the grant of a special performance stock option award (CEO Performance Stock Option Award) to Mr. Roche. The CEO Performance Stock Option Award is exercisable for up to 460,000 shares of our common stock and vests subject to the satisfaction of certain challenging target stock price thresholds during a five-year period. On April 18, 2023, the Compensation and Talent Committee certified the attainment of the first target stock price threshold as of April 12, 2023. As a result, Mr. Roche received an option to purchase 151,800 shares of common stock, which is exercisable beginning on April 12, 2024.

  97. Equity Awards Granted in Fiscal Year 2023

    Equity Awards Granted in Fiscal Year 2023 In fiscal year 2023, the Compensation and Talent Committee granted equity awards to our NEOs as detailed in the table below as part of our annual compensation program. The values below are the target grant values approved by the Compensation and Talent Committee, which are then converted into a number of RSUs or a number of target PRSUs using an approved formula based on stock price. For the accounting grant date fair value of such awards, see the Summary Compensation Table.

  98. Equity Awards Granted in Fiscal Year 2023

    | Name | Time- based RSUs | Relative TSR PRSUs | Financial Metric PRSUs | Target Grant Value | | Vincent Roche | 26,572 | 29,113 | 42,879 | $20,000,000 | | Prashanth Mahendra-Rajah(1) | 10,416 | 6,987 | 10,505 | $5,600,000 | | Gregory Bryant | 14,880 | 9,982 | 15,008 | $8,000,000 | | Vivek Jain | 9,765 | 6,550 | 9,849 | $5,250,000 | | Anelise Sacks | 9,300 | 6,239 | 9,380 | $5,000,000 |

  99. Equity Awards Granted in Fiscal Year 2023

    (1)Mr. Mahendra-Rajah served as our Executive Vice President, Finance and Chief Financial Officer until October 28, 2023.

  100. CEO and Chair Compensation Determination Process

    uCompletion and integration of key acquisitions, including Maxim and Linear Technology; and uGAAP and non-GAAP operating margin increases during Mr. Roche’s tenure. ADI’s Strategy. In addition, the Compensation and Talent Committee considers ADI’s strategic direction and the role of the CEO when determining compensation. The Committee considered Mr. Roche’s leadership throughout his tenure as CEO, as well as the importance of retaining him to guide ADI through its next chapter of long-term growth. Specifically, the Committee considered: uMr. Roche’s exceptional leadership throughout his tenure as CEO, during which he: —Expanded ADI’s global scale and reach, including completing 13 acquisitions and more than doubling ADI’s customer base to over 125,000 worldwide; —Pioneered innovations that set the standard in semiconductors, establishing industry-leading positions in high-performance technology markets; —Spearheaded ADI’s strategic shift away from the consumer business toward business-to-business (B2B) businesses, including industrial, automotive, and communications, to enhance ADI’s resiliency through cycles; —Increased the breadth and depth of ADI’s hybrid manufacturing model with more than 50 production sites and 20 external partners across 10 countries as of the end of fiscal year 2022; and —Built a more innovative, customer-centric culture. uMr. Roche’s critical role in guiding the company through its next strategic phase, during which he is expected to —Execute on an aggressive long-term financial model, which includes significant revenue growth and a robust capital allocation strategy; —Focus on moving up the technology stack to build and empower the Intelligent Edge; —Expand ADI’s product universe to embed more software and systems; —Deliver more complete solutions for customers in vertical end markets, including driving business in industries such as healthcare; —Drive bold sustainability goals for ADI, including Net Zero by 2050 and 100% renewable energy for ADI’s manufacturing facilities by 2025, a 50% absolute reduction in Scope 1 and 2 greenhouse gas emissions by 2030, and most recently a 50% reduction in total water withdrawn for our operations normalized to fab production output by 2027, which is in addition to ADI’s progress of reaching a 25% water recycling rate in manufacturing facilities; and —Continue to transform the Leadership Team and the Board of Directors to position ADI for continued future long-term growth. The Compensation and Talent Committee believes that the targets it has set and will continue to set are aligned with our internal operating plan and also consider our long-term financial model. This ambitious plan–and corresponding challenging financial targets underlying our PRSUs–are consistent with our value creation strategy and are designed to generate superior returns for shareholders. Peer Benchmarking. The Compensation and Talent Committee reviews peer company CEO compensation data with its independent compensation consultant, Pearl Meyer, to inform its determination of CEO pay structure and target values. In addition to benchmarking data, Pearl Meyer provides a review of trends in CEO compensation for context and to ensure ADI remains competitive and consistent with the market. The Compensation and Talent Committee discussed the peer benchmarking information alone, which, while instructive and helpful, is more meaningful when considered in the context of company performance. For fiscal year 2023, the Compensation and Talent Committee focused on the correlation of CEO compensation with company performance, at both ADI and peer companies, over specified periods. Specifically, the Compensation and Talent Committee reviewed the compensation benchmarking data as compared to market cap, trailing 12-month revenue, free cash flow, EBITDA, and 1- and 3-year TSR measures.

  101. Fiscal Year 2023 CEO and Chair Compensation Decisions

    The Compensation and Talent Committee felt it was appropriate to increase the total target value of Mr. Roche’s equity compensation for fiscal year 2023 by $5 million, but to reduce both the weighting and the value of time-vested equity (RSUs), increasing only the weighting and value of performance-based equity that vests in connection with both financial-based and relative TSR-based performance goals (PRSUs). Additionally, the Compensation and Talent Committee increased the difficulty of achieving the performance goals underlying these awards, including changing the target performance in the Relative TSR PRSUs from the 50th percentile to the 55th percentile. As a result, Mr. Roche’s total equity package shifted from 65% PRSUs in fiscal year 2022 to 75% PRSUs in fiscal year 2023 to further align with the interests of our shareholders. The Compensation and Talent Committee approved the following equity compensation package, in consideration of the factors listed above:

  102. Fiscal Year 2023 CEO and Chair Compensation Decisions

    | Equity Compensation | 2023 Target Value | Vesting | Rationale | | Time-Based RSUs | $5,000,000 (25% weighting of long-term incentives) | Annual installments of a 4-year period (25% per year) | Reduced weighting of time-based RSUs while continuing to promote retention and leadership continuity | | Financial Metric PRSUs | $8,000,000 (40% weighting of long-term incentives) | Three-year cliff vesting based on financial metrics | Increased weighting of performance-based equity to drive continued long-term performance aligned to our aggressive strategy | | Relative TSR PRSUs | $7,000,000 (35% weighting of long-term incentives) | Three-year cliff vesting based on relative TSR metrics | Increased relative TSR target performance (for 100% payout) to the 55th percentile of comparators |

  103. Compensation Determination for Other NEOs

    Compensation Determination for Other NEOs In determining fiscal year 2023 compensation for our NEOs, including base salary levels, annual incentive plan payout targets, and fiscal year 2023 equity grants, the Compensation and Talent Committee considered the executive’s individual responsibilities and other factors including their performance, experience, tenure, and market data and benchmark information from our peer group companies. During fiscal year 2023, the Compensation and Talent Committee determined to moderately increase the total compensation awarded to each of Messrs. Mahendra-Rajah, Bryant, and Jain and Ms. Sacks to align their compensation to the market.

  104. Retirement and Other Employee Benefits

    In the United States during fiscal year 2023, we contributed to our 401(k) plan on behalf of all eligible employees, including our NEOs, amounts equal to 5% of the employee’s eligible compensation, plus matching contributions up to an additional 3%, subject to Internal Revenue Service (IRS), limits. For those employees who also participated in the DCP described above, any compensation that was deferred under that plan was not considered eligible compensation for purposes of our company contributions under the 401(k) plan. We also provided employees who are eligible to participate in the 401(k) plan but whose compensation is greater than the amount that may be taken into account in any plan year as a result of IRS limits, with a taxable cash payment equal to 8% of the employee’s 401(k)-eligible compensation in excess of the IRS limit (TIP Restoration). Under our Post-Retirement Equity Vesting Policy (PREV), eligible stock-based awards, including RSUs (including those that vest based on the achievement of performance goals), restricted stock awards, and stock options continue to vest, subject to the terms of the policy, after an employee’s retirement. Equity awards issued to executive officers, including our NEOs, are eligible for post-employment vesting under the policy. The PREV does not apply to equity awards granted outside ADI’s focal grant cycle, such as off-cycle new-hire, retention, or promotion awards. The PREV is administered by a committee consisting of our Chief Financial Officer, Chief Legal Officer, and Chief People Officer and any retirement under the PREV must be approved by at least two members of the committee, or in the case of any retirement of a member of our executive Leadership Team, must be approved by the Compensation and Talent Committee. The PREV is entirely discretionary and does not confer any right to continue vesting in equity awards following retirement to any employee. Our Amended and Restated 2022 Employee Stock Purchase Plan (ESPP) permits eligible employees to purchase shares of our common stock at a discount during consecutive six-month plan periods. Our Board of Directors, the Compensation and Talent Committee, or its delegate will determine the purchase price of the shares in a given plan period, including whether such purchase price will be determined based on the lesser of the closing price of our common stock on the first business day of the plan period and the last business day of the plan period, or will be based solely on the closing price of our common stock on the last day of the plan period; provided, however, that such purchase price shall be, in either case, (i) at least 85% of the applicable closing price in the case of a Section 423 offering under the Internal Revenue Code and (ii) at least 80% of the applicable closing price in the case of a nonqualified offering under the Internal Revenue Code. Employee contributions are made through payroll deductions or other contributions, subject to a minimum permitted percentage of 1% and a maximum permitted percentage of 20%. Our Board of Directors, the Compensation and Talent Committee, or its delegate may, in its discretion, designate a higher minimum, and/or a lower maximum, contribution rate.

  105. Severance, Retention and Change in Control Benefits

    Severance, Retention and Change in Control Benefits

  106. Change in Control Benefits

    Change in Control Benefits We have entered into change in control retention agreements (ADI Retention Agreement) with Messrs. Roche, Bryant, and Jain and Ms. Sacks and other key employees. All of our NEOs have entered into the same form of ADI Retention Agreement. Mr. Jain entered into an ADI Retention Agreement with us on October 3, 2023. This agreement replaced the Maxim Amended and Restated Change in Control Employee Severance Plan, which was offered to former employees of Maxim, including Mr. Jain, and expired by its terms on August 26, 2023. The ADI Retention Agreement provides for severance benefits if the employee’s service with us is terminated within 24 months after a change in control (as defined in the ADI Retention Agreement) that was approved by our Board of Directors. We designed the ADI Retention Agreement to help ensure that our executive team is able to evaluate objectively whether a potential change in control transaction is in the best interests of ADI and our shareholders, despite possible risks to their future employment. We believe that retaining the services of our key executives during a change in control scenario is critical. The ADI Retention Agreement helps ensure the continued services of our executive officers throughout the change in control transaction by giving them incentives to remain with us rather than seeking alternative employment or being recruited to a competitor during a highly uncertain time. The Compensation and Talent Committee reviewed prevalent market practices in determining the severance amounts and the events that trigger payments under the agreements. The Compensation and Talent Committee determined that the amounts and triggering events were appropriate and designed to encourage decision-making that is in the best interests of ADI. In fiscal year 2023, the Compensation and Talent Committee asked Pearl Meyer, its independent compensation consultant, to review our severance, retention, and change in control arrangements. Pearl Meyer advised, and the Compensation and Talent Committee determined, that those arrangements were competitive with existing market practice in the semiconductor industry and that it was appropriate to maintain the program for fiscal year 2023. Change in control retention agreements entered into between ADI and eligible employees since 2009 do not contain excess parachute payment tax gross-up provisions.

  107. Change in Control Benefits

    | 66 | Executive Compensation |

  108. Change in Control Benefits

    Under our 2020 Plan and our 2006 Plan, in the event of a change in control, all of our employees who continue to remain employed on the closing of the change in control, including our NEOs, would have the vesting of one-half of the shares of common stock subject to their then outstanding unvested equity awards accelerate and become immediately exercisable and free from forfeiture. The remaining one-half of their unvested equity awards would continue to vest in accordance with the original vesting schedules, and any remaining unvested equity awards would vest if, on or prior to the first anniversary of the change in control, his or her employment is terminated without “cause” or for “good reason” (as defined in the plan). We have provided more detailed information about these benefits, along with estimates of their value under various circumstances, under the caption Potential Payments Upon Change in Control below.

  109. Severance Benefits

    Severance Benefits When the employment of an executive officer terminates in a situation that does not involve a change in control, the executive officer is entitled to receive the same benefits as any other terminated employee in that geographical location. In the event of involuntary termination without cause or resignation for good reason, Mr. Bryant’s new-hire equity awards granted on March 15, 2022 would continue to vest and be settled on the applicable vesting date, subject to the attainment of applicable performance conditions in the case of the new-hire PRSUs.

  110. Equity Award Grant Date Policy

    Equity Award Grant Date Policy Our Compensation and Talent Committee has adopted specific policies regarding the grant dates equity awards for our executive officers and employees. In each case, the exercise price of stock options equals the closing price of our common stock on the grant date.

  111. Equity Award Grant Date Policy

    | New-Hire Grants: | The grant date of all awards to newly hired executive officers and employees is the 15th day of the month after the date on which the individual commences employment with us (or the next succeeding business day that Nasdaq is open). | | Annual Grants: | The grant date of all annual awards is the first business day of April that Nasdaq is open (or the next succeeding business day that Nasdaq is open) or such other date as determined by the Compensation and Talent Committee. | | Other Grants: | All other awards granted to existing executive officers and employees throughout the year (off-cycle awards) have a grant date of the 15th day of the month (or the next succeeding business day that Nasdaq is open) provided the award is approved on or prior to such grant date. | | Foreign Registrations: | Any awards requiring registration or approval in a foreign jurisdiction will have a grant date of the 15th day of the month (or the next succeeding business day that Nasdaq is open) following the effective date of that registration or approval. | | Blackout Periods: | Our Compensation and Talent Committee does not approve off-cycle awards to our executive officers during the quarterly blackout periods under our insider trading policy. |

  112. Equity Award Grant Date Policy

    We describe the Equity Award Grant Date Policy for our non-employee directors above under Corporate Governance—Director Compensation.

  113. Tax and Accounting Considerations

    Tax and Accounting Considerations We are generally entitled to a U.S. federal income tax deduction with respect to compensation income paid to our service providers, subject to limitation under Section 162(m) of the Internal Revenue Code of 1986, as amended, with respect to compensation in excess of $1 million paid in any one year to each of certain of our current and former executive officers. The Compensation and Talent Committee uses its judgment to authorize compensation payments that may be subject to the limitation on tax deductibility when the Compensation and Talent Committee believes such payments are appropriate and in the best interest of ADI and our shareholders. Mr. Roche has a change in control retention agreement that contains provisions regarding Section 280G of the Internal Revenue Code. Since 2009, any new executive compensation arrangements for new executives do not contain tax gross up provisions for excess parachute payments. We expense in our financial statements the compensation that we pay to our executive officers, as required by U.S. generally accepted accounting principles. As one of many factors, the Compensation and Talent Committee considers the financial statement impact in determining the amount of, and allocation among the elements of, compensation. We account for stock-based compensation under our 2020 Plan, 2006 Plan, 2010 Plan, and 1996 Plan, as well as all predecessor plans, in accordance with U.S. generally accepted accounting principles.

  114. Summary Compensation Table

    Summary Compensation Table The following table contains certain information about the compensation that our NEOs earned in fiscal year 2023, fiscal year 2022, and fiscal year 2021. The sum and/or computation of individual numerical amounts disclosed in the following table and related footnotes may not equal the total due to rounding.

  115. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) (1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Vincent Roche Chief Executive Officer & Chair of the Board of Directors | 2023 | $1,128,846 | $— | $19,997,672 | $— | $4,071,924 | $345,193 | $25,543,635 | | | 2022 | $1,075,000 | $— | $15,000,172 | $— | $5,560,731 | $462,392 | $22,098,295 | | | 2021 | $1,050,000 | $— | $8,591,204 | $17,118,004 | $3,981,115 | $84,000 | $30,824,323 | | Prashanth Mahendra-Rajah(6) Former Executive Vice President, Finance & Chief Financial Officer | 2023 | $685,577 | $— | $5,599,222 | $— | $1,544,799 | $104,873 | $7,934,471 | | | 2022 | $622,500 | $— | $5,500,292 | $— | $2,081,597 | $61,898 | $8,266,287 | | | 2021 | $575,000 | $— | $5,024,568 | $744,775 | $1,453,423 | $57,200 | $7,854,966 | | Gregory Bryant(7) Executive Vice President & President of Business Units | 2023 | $735,577 | $— | $7,999,186 | $— | $2,025,866 | $77,646 | $10,838,275 | | | 2022 | $475,962 | $— | $31,500,396(8) | $— | $2,141,827 | $49,277 | $34,167,462 | | Vivek Jain(9) Executive Vice President of Global Operations & Technology | 2023 | $637,500 | $— | $5,249,301 | $— | $1,424,075 | $52,200 | $7,363,076 | | | 2022 | $579,212 | $— | $5,000,181 | $— | $1,936,907 | $40,738 | $7,557,038 | | Anelise Sacks Executive Vice President & Chief Customer Officer | 2023 | $600,962 | $— | $4,999,551 | $— | $1,367,801 | $50,719 | $7,019,033 | | | 2022 | $512,500 | $— | $4,700,101 | $— | $1,735,039 | $205,102 | $7,152,742 | | | 2021 | $294,231 | $400,000 | $2,673,979 | $333,805 | $769,250 | $323,619 | $4,794,884 |

  116. Summary Compensation Table

    (1)For fiscal year 2023, our salary levels were determined in April and became effective April 23, 2023, except in connection with promotions and new hires. The amounts represented in this table reflect salary earned during fiscal year 2023. (2)Amounts represent the aggregate grant date fair value of time-based RSUs and PRSUs granted in fiscal years 2023, 2022, and 2021. Such amounts do not represent the actual amounts paid to or realized by the NEO for these awards during the respective fiscal years. For Mr. Bryant, the 2022 amount includes new-hire equity awards with an aggregate grant date fair value of $24,000,230. We recognize the value as of the grant date for time-based RSUs and PRSUs over the number of days of service required for the grant to become vested in accordance with FASB ASC 718. The grant date fair value of time-based RSUs represents the value of our common stock on the date of grant, reduced by the present value of dividends expected to be paid on our common stock prior to vesting. Further, the grant date fair values of the relative TSR PRSUs granted as part of our annual compensation program and the PRSUs granted to Mr. Bryant as a new-hire equity award were calculated using the Monte Carlo simulation model, which utilizes multiple input variables that determine the probability of satisfying the performance conditions stipulated in the award grant to calculate the fair market value. The Monte Carlo simulation model also uses stock price volatility and other

  117. Summary Compensation Table

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  118. Summary Compensation Table

    variables to estimate the probability of satisfying the performance conditions, including the possibility that the market condition may not be satisfied, and the resulting fair value of the award. Further, with respect to the PRSUs granted to Mr. Bryant as a new-hire equity award, a Monte Carlo simulation with a derived service period is used to calculate the grant date fair value. The grant date fair value of the financial metric PRSUs and Maxim Integration PRSUs represents the value at the grant date based upon the probable outcome of the performance conditions at the date of grant. For a more detailed description of the assumptions used for purposes of determining grant date fair value, see Note 2r and Note 3 to the Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Stock-Based Compensation, included in our Annual Report on Form 10-K for the year ended October 28, 2023. The grant date fair value of awards at the maximum level of achievement for PRSUs included in this table for fiscal year 2023 is as follows: Mr. Roche, $29,996,299; Mr. Mahendra-Rajah, $7,278,904; Mr. Bryant, $10,399,028; Mr. Jain, $6,824,032; and Ms. Sacks, $6,499,513. (3)Amounts represent the aggregate grant date fair value of stock options and performance-based stock options granted in fiscal years 2023, 2022, and 2021. Such amounts do not represent the actual amounts paid to or realized by the NEO for these awards during the respective fiscal years. We recognize the value as of the grant date for stock options over the number of days of service required for the grant to become vested in accordance with FASB ASC 718. The grant date fair value of stock options is computed using a Black-Scholes valuation methodology. The grant date fair value of the performance-based stock options is computed using a Monte Carlo simulation with a derived service period. For a more detailed description of the assumptions used for purposes of determining grant date fair value, see Note 2r and Note 3 to the Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Stock-Based Compensation, included in our Annual Report on Form 10-K for the year ended October 28, 2023. (4)Reflects the amounts earned under our executive performance incentive plan in fiscal years 2023, 2022, and 2021, paid on a semi-annual basis following the end of the second and fourth quarters of each fiscal year. (5)The amounts shown in the “All Other Compensation” column for fiscal year 2023 are comprised of the following:

  119. Summary Compensation Table

    | Name | Company 401(k) and DCP Payments ($)(a) | Healthcare Savings Account ($) | Service Awards ($)(b) | Tax Planning ($)(c) | Vacation Payout | Corporate Aircraft Use(d) | Cybersecurity Protection Services(e) | Total ($) | | Vincent Roche | 90,308 | — | 500 | 3,585 | — | 243,200 | 7,600 | 345,193 | | Prashanth Mahendra-Rajah(f) | 54,846 | 2,307 | — | 10,000 | 30,120 | — | 7,600 | 104,873 | | Gregory Bryant | 58,846 | 1,200 | — | 10,000 | — | — | 7,600 | 77,646 | | Vivek Jain | 51,000 | 1,200 | | — | — | — | — | 52,200 | | Anelise Sacks | 48,077 | 1,200 | — | 1,442 | — | — | — | 50,719 |

  120. Summary Compensation Table

    (a)Includes the value of 401(k) matching contributions plus the matching contribution made by ADI for DCP payments, if applicable, together with the amount paid by ADI for TIP Restoration. Such amounts for each NEO for fiscal year 2023 were as follows: Messrs. Roche ($24,098, $7,508, and $58,701, respectively), Mahendra-Rajah ($9,275, $10,690, and $34,881, respectively), Bryant ($26,044, $1,004, and $31,799, respectively), Jain ($26,400, $0, and $24,600, respectively) and Ms. Sacks ($26,400, $0, and $21,677, respectively). (b)Paid in connection with our Employee Service Award Program. (c)Amounts paid for financial and tax planning services. (d)Amounts for personal use of the leased aircraft by Mr. Roche. This amount represents the aggregate incremental cost to us for the personal use of our corporate aircraft by Mr. Roche and certain of his guests, as applicable for each use. We determine the incremental cost of the personal use of our leased corporate aircraft based on the actual invoiced amount from ADI’s third-party provider for the variable costs incurred on each trip, such as billed hourly fees, fuel costs, etc. The aggregate incremental cost does not include certain fixed costs that do not change based on usage, such as monthly lease expenses, that are billed regardless of usage, and the aircraft lease deposit amount. (e)Amounts paid for cyber and data privacy protection services. (f)Mr. Mahendra-Rajah served as our Executive Vice President, Finance and Chief Financial Officer until October 28, 2023. (6)Mr. Mahendra-Rajah served as our Executive Vice President, Finance and Chief Financial Officer until October 28, 2023. (7)Mr. Bryant joined ADI as Executive Vice President and President of Business Units, effective March 14, 2022. (8)Includes aggregate grant date fair value of both Mr. Bryant’s new hire awards and annual awards. Additional details for Mr. Bryant’s new-hire equity awards are described in the 2023 Proxy Statement, under the heading Equity Vehicle Structure - New-Hire Equity Awards. (9)Mr. Jain was not an NEO for the fiscal year ended October 29, 2021.

  121. Summary Compensation Table

    | 70 | Executive Compensation |

  122. Grants of Plan-Based Awards in Fiscal Year 2023

    Grants of Plan-Based Awards in Fiscal Year 2023 The following table presents information on plan-based awards granted in fiscal year 2023 to our NEOs:

  123. Grants of Plan-Based Awards in Fiscal Year 2023

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(#)(3) | Grant Date Fair Value of Stock Awards ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Vincent Roche | — | — | 2,400,000 | 7,200,000 | — | — | — | — | — | | | 4/3/2023 | — | — | — | — | 42,879 | 85,758 | — | 7,998,220(4) | | | 4/3/2023 | — | — | — | — | 29,113 | 58,226 | — | 6,999,930(4) | | | 4/3/2023 | — | — | — | — | — | — | 26,572 | 4,999,522(5) | | Prashanth Mahendra-Rajah(6) | — | — | 875,000 | 2,625,000 | — | — | — | — | — | | | 4/3/2023 | — | — | — | — | 10,505 | 21,010 | — | 1,959,498(4) | | | 4/3/2023 | — | — | — | — | 6,987 | 13,974 | — | 1,679,954(4) | | | 4/3/2023 | — | — | — | — | — | — | 10,416 | 1,959,770(5) | | Gregory Bryant | — | — | 1,125,000 | 3,375,000 | — | — | — | — | — | | | 4/3/2023 | — | — | — | — | 15,008 | 30,016 | — | 2,799,442(4) | | | 4/3/2023 | — | — | — | — | 9,982 | 19,964 | — | 2,400,072(4) | | | 4/3/2023 | — | — | — | — | — | — | 14,880 | 2,799,672(5) | | Vivek Jain | — | — | 812,500 | 2,437,500 | — | — | — | — | — | | | 4/3/2023 | — | — | — | — | 9,849 | 19,698 | — | 1,837,134(4) | | | 4/3/2023 | — | — | — | — | 6,550 | 13,100 | — | 1,574,882(4) | | | 4/3/2023 | — | — | — | — | — | — | 9,765 | 1,837,285(5) | | Anelise Sacks | — | — | 781,250 | 2,343,750 | — | — | — | — | — | | | 4/3/2023 | — | — | — | — | 9,380 | 18,760 | — | 1,749,651(4) | | | 4/3/2023 | — | — | — | — | 6,239 | 12,478 | — | 1,500,105(4) | | | 4/3/2023 | — | — | — | — | — | — | 9,300 | 1,749,795(5) |

  124. Grants of Plan-Based Awards in Fiscal Year 2023

    (1)The amounts shown for Messrs. Roche, Mahendra-Rajah, Bryant, and Jain and Ms. Sacks in the threshold, target, and maximum columns reflect the minimum, target, and maximum amounts payable under our executive performance incentive plan, respectively. Amounts in the maximum column above reflect 300% of the executive officer’s target variable cash incentive, which is the cap under the plan. The actual amounts earned in fiscal year 2023 are reflected in the Summary Compensation Table and were as follows:

  125. Grants of Plan-Based Awards in Fiscal Year 2023

    | Name | Actual Payout under Non-Equity Incentive Plans for Fiscal Year 2023 | | Vincent Roche | $4,071,924 | | Prashanth Mahendra-Rajah(a) | $1,544,799 | | Gregory Bryant | $2,025,866 | | Vivek Jain | $1,424,075 | | Anelise Sacks | $1,367,801 |

  126. Grants of Plan-Based Awards in Fiscal Year 2023

    (a)Mr. Mahendra-Rajah served as our Executive Vice President, Finance and Chief Financial Officer until October 28, 2023. See Compensation Discussion and Analysis for a discussion of how these amounts were determined under our executive performance incentive plan. (2)Represents PRSUs granted under our 2020 Plan. Our annual equity compensation program included two types of PRSUs for our executive officers: Relative TSR PRSUs and Financial Metric PRSUs. The number of Relative TSR PRSUs that executive officers may earn is based on our TSR performance relative to the TSR performance of other companies in a comparator index, currently the S&P 500 Index as approved by the Compensation and Talent Committee, over a three-year performance period beginning on March 15, 2023 and ending on March 15, 2026. Target performance of our Relative TSR PRSUs is achieved when ADI’s TSR is at the 55th percentile of the TSRs of the companies in the S&P 500 Index. The actual amount of our Relative TSR PRSUs earned can range from 0%-200% of the target amount, corresponding to the percentile attainment of ADI’s TSR as compared to the companies in the S&P 500 Index. The Financial Metric PRSUs have a performance condition and a service condition, and vest, so long as the executive continues to be employed with us, after the applicable three-year performance period, on the third anniversary of March 15, 2023. The number of shares of the company’s common stock to be issued upon vesting of the Financial Metric PRSUs on the third anniversary of the grant date will range from 0% to 200% of the target amount, based on the company’s attainment of one-year, two-year cumulative and three-year cumulative non-GAAP operating profit dollar targets set by the Compensation and Talent Committee. (3)Represents time-based RSUs granted under our 2020 Plan. The time-based RSUs vest, so long as the executive continues to be employed with us, in four equal installments on each of the first, second, third, and fourth anniversaries of March 15, 2023. Dividends are not payable on unvested RSUs.

  127. Grants of Plan-Based Awards in Fiscal Year 2023

    | 2024 Proxy Statement | 71 |

  128. Grants of Plan-Based Awards in Fiscal Year 2023

    (4)This amount does not represent the actual amount paid to or realized by the executives for these awards during the fiscal year. This amount represents the grant date fair value of the PRSUs. The grant date fair value of the Relative TSR PRSUs was calculated using the Monte Carlo simulation model which utilizes multiple input variables that determine the probability of satisfying the performance conditions stipulated in the award grant to calculate the fair market value. The Monte Carlo simulation model also uses stock price volatility and other variables to estimate the probability of satisfying the performance conditions, including the possibility that the market condition may not be satisfied, and the resulting fair value of the award. The grant date fair value per share of the Relative TSR PRSU awards granted to Messrs. Roche, Mahendra-Rajah, Bryant and Jain and Ms. Sacks on April 3, 2023 was $240.44. The grant date fair value per share of the Financial Metric PRSUs granted to Messrs. Roche, Mahendra-Rajah, Bryant and Jain and Ms. Sacks on April 3, 2023 was $186.53. The grant date fair value of Financial Metric PRSUs represents the value at the grant date based upon the probable outcome of the performance conditions at the date of grant. (5)This amount does not represent the actual amount paid to or realized by the executives for these awards during the fiscal year. This amount represents the grant date fair value of the time-based RSUs. The grant date fair value of the time-based RSUs is the value of our common stock on the date of grant, reduced by the present value of dividends expected to be paid on our common stock prior to vesting. For the grants of RSUs on April 3, 2023, the risk free rate was 3.52%, the dividend yield was 1.75% and the grant date fair value per share was $188.15. (6)Mr. Mahendra-Rajah served as our Executive Vice President, Finance and Chief Financial Officer until October 28, 2023.

  129. Grants of Plan-Based Awards in Fiscal Year 2023

    | 72 | Executive Compensation |

  130. Outstanding Equity Awards at Fiscal Year-End 2023

    Outstanding Equity Awards at Fiscal Year-End 2023 The following table provides information with respect to outstanding stock options and unvested time-based RSUs and PRSUs for each of our NEOs as of October 28, 2023:

  131. Outstanding Equity Awards at Fiscal Year-End 2023

    | | | Option Awards | | | | | Stock Awards | | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(2) | Option Exercise Price ($) | Option Expiration Date(3) | Number of Shares or Units/ Awards of Stock That Have Not Vested (#)(4) | Market Value of Shares or Units/Awards of Stock That Have Not Vested ($)(5) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Vincent Roche | 3/8/2017 | 80,000 | — | — | 83.48 | 3/8/2027 | — | — | — | | — | | | 3/29/2018 | 90,017 | — | — | 91.13 | 3/29/2028 | — | — | — | | — | | | 3/13/2019 | 100,803 | — | — | 108.08 | 3/13/2029 | — | — | — | | — | | | 3/11/2020 | 134,620 | 33,655 | — | 94.41 | 3/11/2030 | 6,842 | 1,098,620 | — | | — | | | 12/15/2020 | — | — | 308,200 | 144.06 | 12/15/2030(6) | — | — | — | | — | | | 12/15/2020 | — | 151,800 | — | 144.06 | 12/15/2030(6) | — | — | — | | — | | | 3/10/2021 | 35,393 | 35,393 | — | 147.11 | 3/10/2031 | 9,681 | 1,554,478 | 38,722 | (7),(8) | 6,217,592 | | | 4/4/2022 | — | — | — | — | — | 25,047 | 4,021,797 | 54,938 | (8),(9) | 8,821,395 | | | 4/3/2023 | — | — | — | — | — | 26,572 | 4,266,666 | 71,992 | (8),(10) | 11,559,755 | | Prashanth Mahendra-Rajah(11) | 3/11/2020 | — | 8,751 | — | 94.41 | 1/28/2024(12) | 1,779 | 285,654 | — | | — | | | 3/10/2021 | 9,653 | 9,653 | — | 147.11 | 1/28/2024(12) | 2,641 | 424,065 | 10,562 | (7),(8) | 1,695,940 | | | 4/4/2022 | — | — | — | — | — | 9,184 | 1,474,675 | 20,145 | (8),(9) | 3,234,683 | | | 4/3/2023 | — | — | — | — | — | 10,416 | 1,672,497 | 17,492 | (8),(10) | 2,808,690 | | Gregory Bryant | 3/15/2022 | — | — | — | — | — | 61,308 | 9,844,226 | 160,092 | (13) | 25,705,972 | | | 4/4/2022 | — | — | — | — | — | 12,524 | 2,010,979 | 27,469 | (8),(9) | 4,410,697 | | | 4/3/2023 | — | — | — | — | — | 14,880 | 2,389,282 | 24,990 | (8),(10) | 4,012,644 | | Vivek Jain | 9/1/2020 | — | — | — | — | — | 5,745 | 922,475 | — | | — | | | 8/24/2021 | — | — | — | — | — | 9,158 | 1,470,500 | — | | — | | | 4/4/2022 | — | — | — | — | — | 8,349 | 1,340,599 | 18,313 | (8),(9) | 2,940,519 | | | 4/3/2023 | — | — | — | — | — | 9,765 | 1,567,966 | 16,399 | (8),(10) | 2,633,187 | | Anelise Sacks | 3/15/2021 | 4,183 | 4,183 | — | 151.00 | 3/15/2031 | 1,145 | 183,853 | 4,578 | (7),(8) | 735,089 | | | 4/4/2022 | — | — | — | — | — | 7,848 | 1,260,153 | 17,214 | (8),(9) | 2,764,052 | | | 4/3/2023 | — | — | — | — | — | 9,300 | 1,493,301 | 15,619 | (8),(10) | 2,507,943 |

  132. Outstanding Equity Awards at Fiscal Year-End 2023

    (1)The unexercisable options held by these executive officers vest, subject to continued employment, as follows:

  133. Outstanding Equity Awards at Fiscal Year-End 2023

    | Grant Date | Vest Date | Vincent Roche | Prashanth Mahendra-Rajah | Gregory Bryant | Vivek Jain | Anelise Sacks | | 3/11/2020 | 3/15/2024 | 33,655 | — | — | — | — | | 12/15/2020 | variable | 460,000 | — | — | — | — | | 3/10/2021 | 3/15/2024 | 17,696 | — | — | — | — | | | 3/15/2025 | 17,697 | — | — | — | — | | 3/15/2021 | 3/15/2024 | — | — | — | — | 2,091 | | | 3/15/2025 | — | — | — | — | 2,092 |

  134. Outstanding Equity Awards at Fiscal Year-End 2023

    (2)The number of shares, if any, earned under the performance-based stock option will vest subject to the satisfaction of certain target stock price thresholds during a five-year period, measured on the basis of the average of the closing prices of ADI’s common stock over 70 consecutive trading days. On April 18, 2023, the Compensation and Talent Committee certified the attainment of the first target stock price threshold as of April 12, 2023. As a result, Mr. Roche received an option to purchase 151,800 shares of common stock, which is exercisable beginning on April 12, 2024. (3)The expiration date of each stock option award is ten years after its grant date. The expiration date for Mr. Mahendra-Rajah’s stock option awards is January 28, 2024 (90 days from his termination date). (4)The time-based RSUs granted in 2020 and 2021 (other than those granted to Mr. Jain) vest in four equal installments on the first, second, third and fourth anniversaries of the grant date. The time-based RSUs granted in 2022 (other than those granted to Mr. Bryant on March 15, 2022) vest in four equal installments

  135. Outstanding Equity Awards at Fiscal Year-End 2023

    | 2024 Proxy Statement | 73 |

  136. Outstanding Equity Awards at Fiscal Year-End 2023

    on each of the first, second, third and fourth anniversaries of March 15, 2022. The restricted stock awards granted to Mr. Jain in 2020 vest in four equal increments on February 15, 2024; May 15, 2024; August 15, 2024; and November 15, 2024. The time-based RSUs granted to Mr. Jain in 2021 vest in four equal increments on February 15, 2025; May 15, 2025; August 15, 2025; and November 15, 2025. The time-based RSUs granted to Mr. Bryant on March 15, 2022 vest as follows: (i) the 34,827 RSUs granted vest in four equal annual installments on the first, second, third, and fourth anniversaries of March 15, 2021 and (ii) 35,187 time-based RSUs vest in full on the third anniversary of March 15, 2022 as described in our 2023 Proxy Statement under the heading Equity Vehicle Structure - New Hire Equity Awards. The time-based RSUs granted in 2023 vest in four equal installments on the first, second, third and fourth anniversaries of March 15, 2023. (5)The market value was calculated based on $160.57, the closing price per share of our common stock on October 27, 2023, the last trading day of fiscal year 2023. (6)On April 18, 2023, the Compensation and Talent Committee certified the attainment of the first target stock price threshold as of April 12, 2023. As a result, Mr. Roche received an option to purchase 151,800 shares of common stock, which is exercisable beginning on April 12, 2024. (7)The number of shares, if any, earned under Relative TSR PRSU awards granted in 2021 is contingent upon the achievement of pre-established performance parameters over a three-year performance period beginning on the grant date and ending on the third anniversary of the grant date and vest on March 25, 2024. (8)The number of shares, if any, earned under Financial Metric PRSU awards granted in 2021, 2022 and 2023 will vest on March 15, 2024, March 15, 2025 and March 15, 2026, respectively, subject to the level of attainment of the performance parameters achieved over the applicable three-year performance period. (9)The number of shares, if any, earned under Relative TSR PRSU awards granted in 2022 is contingent upon the achievement of pre-established performance parameters over a three-year performance period beginning on March 15, 2022 and ending on March 15, 2025 and vest on March 29, 2025. (10)The number of shares, if any, earned under Relative TSR PRSU awards granted in 2023 is contingent upon the achievement of pre-established performance parameters over a three-year performance period beginning on March 15, 2023 and ending on March 15, 2026 and vest on March 29, 2026. (11)Mr. Mahendra-Rajah served as our Executive Vice President, Finance and Chief Financial Officer until October 28, 2023. (12)The expiration date for Mr. Mahendra-Rajah’s stock option awards is January 28, 2024 (90 days from his termination date). (13)The number of shares, if any, earned under Mr. Bryant’s new-hire PRSU award granted during 2022 will vest over a four-year performance period from March 15, 2022 to March 15, 2026 subject to attainment of certain price hurdles as are described in our 2023 Proxy Statement under the heading Equity Vehicle Structure - New-Hire Equity Awards.

  137. Outstanding Equity Awards at Fiscal Year-End 2023

    | 74 | Executive Compensation |

  138. Option Exercises and Stock Vested During Fiscal Year 2023

    Option Exercises and Stock Vested During Fiscal Year 2023 The following table provides information on the aggregate value realized by each NEO upon the exercise of stock options and the vesting of restricted stock units/awards, time-based RSUs and PRSUs during fiscal year 2023:

  139. Option Exercises and Stock Vested During Fiscal Year 2023

    | | Option Awards | | Stock Awards | | | Grant Date | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Vincent Roche | 55,000 | 5,437,953 | 105,826 | 19,400,073 | | Prashanth Mahendra-Rajah(3) | 65,592 | 5,946,552 | 67,371 | 11,435,021 | | Gregory Bryant | — | — | 12,880 | 2,356,138 | | Vivek Jain | — | — | 29,548 | 4,874,168 | | Anelise Sacks | — | — | 25,942 | 4,219,043 |

  140. Option Exercises and Stock Vested During Fiscal Year 2023

    (1)Value realized represents the difference between the closing price per share of our common stock on the date of exercise and the exercise price per share, multiplied by the number of shares acquired on exercise. (2)Value realized represents the closing price per share of our common stock on the vesting date, multiplied by the number of shares vested. (3)Mr. Mahendra-Rajah served as our Executive Vice President, Finance and Chief Financial Officer until October 28, 2023.

  141. Non-Qualified Deferred Compensation Plan

    Non-Qualified Deferred Compensation Plan Since 1995, our executive officers and directors, along with some of our management and engineering employees, have been eligible to participate in our DCP. We established the DCP to provide participants with the opportunity to defer receiving all or a portion of their compensation, which includes salary, bonus, commissions, and director fees. Under our DCP, we provide all participants (other than non-employee directors) with company contributions equal to 8% of eligible deferred contributions. We credit each participant’s account with earnings on the deferred amounts. These earnings represent the amounts that the participant would have earned if the deferred amounts had been invested in one or more of the various investment options selected by the participant. Under the terms of the DCP, only the payment of the compensation earned is deferred; we do not defer the expense in our financial statements related to the participant’s deferred compensation and investment earnings. We charge the salary, bonuses, commissions, director fees and investment earnings on deferred balances to our income statement as an expense in the period in which the participant earned the compensation. Our balance sheet includes separate line items for Deferred Compensation Plan Investments and Deferred Compensation Plan Liabilities. We hold DCP assets in a separate Rabbi trust segregated from other assets. We invest in the same investment alternatives that the DCP participants select for their DCP balances. Participants whose employment with us terminates due to retirement after reaching age 62 with ten years of service, disability or death will be paid their DCP balance in either a lump sum or in installments over ten or fewer years, based on the elections they have made. Participants (other than key employees, including our NEOs) who terminate their employment with us for any other reason will receive payment of their DCP balance in the form of a lump sum upon their termination of employment. Payments to our executive officers, including our NEOs, and key employees will be delayed six months or as otherwise required by relevant tax regulations.

  142. Non-Qualified Deferred Compensation Plan

    | 2024 Proxy Statement | 75 |

  143. Non-Qualified Deferred Compensation Plan

    The following table shows the non-qualified deferred compensation activity for the NEOs during fiscal year 2023.

  144. Non-Qualified Deferred Compensation for Fiscal Year 2023

    Non-Qualified Deferred Compensation for Fiscal Year 2023

  145. Non-Qualified Deferred Compensation for Fiscal Year 2023

    | Name | Executive Contributions in Last Fiscal Year ($) | ADI Contributions in Last Fiscal Year ($)(1) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($)(3) | | Vincent Roche | 93,846 | 7,508 | 542,081 | — | 11,045,713 | | Prashanth Mahendra-Rajah(4) | 131,801 | 10,690 | 268,862 | — | 2,123,928 | | Gregory Bryant | 321,880 | 1,004 | (7,700) | — | 340,020 | | Vivek Jain | — | — | — | — | — | | Anelise Sacks | — | — | — | — | — |

  146. Non-Qualified Deferred Compensation for Fiscal Year 2023

    (1)These amounts are included in the Summary Compensation Table above in the “All Other Compensation” column. (2)These amounts are excluded from the Summary Compensation Table above in accordance with SEC regulations, as we did not pay above-market earnings on deferred compensation in fiscal year 2023. (3)Of the amounts in this column, the following amounts have also been reported in the Summary Compensation Table for fiscal year 2022 and 2021:

  147. Non-Qualified Deferred Compensation for Fiscal Year 2023

    | Name | Previously Reported for Fiscal Year 2022 ($) | Previously Reported for Fiscal Year 2021 ($) | | Vincent Roche | — | 743,915 | | Prashanth Mahendra-Rajah | 35,238 | 133,754 | | Gregory Bryant | 2,596 | — | | Vivek Jain | — | — | | Anelise Sacks | — | — |

  148. Non-Qualified Deferred Compensation for Fiscal Year 2023

    (4)Mr. Mahendra-Rajah served as our Executive Vice President, Finance and Chief Financial Officer until October 28, 2023.

  149. Potential Payments Upon Change in Control

    Potential Payments Upon Change in Control Payments upon a change in control for our executive officers, including our NEOs, are calculated based upon the ADI Retention Agreements described above under Change in Control Benefits—Change in Control. Under our 2020 Plan and our 2006 Plan, in the event of a change in control, employees who have outstanding and unvested awards under either plan and who are employed on the closing of a change in control, including our NEOs, would have the vesting of one-half of the shares of common stock subject to their then-outstanding unvested equity awards accelerate and become immediately exercisable and free from forfeiture. The remaining one-half of the unvested equity awards would continue to vest in accordance with the original vesting schedules, and any remaining unvested equity awards would vest if, on or prior to the first anniversary of the change in control, his or her employment is terminated without cause or for good reason (as defined in the applicable plan). Upon a change in control approved by our Board of Directors, if we terminate an executive officer’s employment for cause or if the executive officer terminates his or her employment other than for good reason, then the executive officer will receive his or her full base salary and all other compensation through the date of termination at the rate in effect at the time that the termination notice is given and we will have no further obligations to the executive officer. When the employment of an executive officer terminates in a situation that does not involve a change in control, the officer is entitled to receive the same benefits as any other terminating employee. This applies regardless of the reason for termination.

  150. Potential Payments Upon Change in Control

    | 2024 Proxy Statement | 77 |

  151. Potential Payments Upon Death or Disability

    Potential Payments Upon Death or Disability Our equity award agreements provide that if an executive is terminated as a result of death or permanent disability, he or she would be entitled to acceleration of vesting of outstanding stock options, RSUs, and PRSUs. With respect to PRSUs, executives are entitled to the target number of shares subject to the PRSUs, unless the death or disability occurs after a performance measurement period with respect to such PRSU. In such instance, the executive would be entitled to the number of shares based on the level of achievement actually certified by the Compensation and Talent Committee for such PRSUs. The following table quantifies the amounts that would be payable to the NEOs upon termination of their employment. The amounts shown assume that the terminations were effective on the last day of our fiscal year, or October 28, 2023. The tables do not include the accumulated benefit under our DCP that would be paid to our NEOs described above under Non-Qualified Deferred Compensation Plan, or any other employee benefits, except to the extent that the officer is entitled to an additional benefit as a result of the termination. In addition, the tables do not include the value of vested but unexercised stock options held by each executive as of October 28, 2023. The actual amounts that would be paid out would depend on which options were exercised and, therefore, can only be determined at the time of the executive officer’s termination of employment.

  152. Potential Payments Upon Death or Disability

    | | Involuntary not for cause termination or good reason following change in control ($) | Death ($) | Disability ($) | | Vincent Roche | | | | | Cash Severance(1) | $3,588,000 | $— | $— | | Variable Cash Incentive(2) | $15,652,653 | $— | $— | | Value of Accelerated Vesting of Equity Awards(3)(4) | $47,837,907 | $46,409,625 | $46,409,625 | | Value of Medical and Other Benefits(5) | $15,256 | $— | $— | | Excise Tax Gross Up(6) | $26,286,236 | $— | $— | | Total | $93,380,052 | $46,409,625 | $46,409,625 | | Prashanth Mahendra-Rajah(7) | | | | | Cash Severance(1) | $2,093,000 | $— | $— | | Variable Cash Incentive(2) | $5,924,559 | $— | $— | | Value of Accelerated Vesting of Equity Awards(3)(4) | $12,305,100 | $14,341,224 | $14,341,224 | | Value of Medical and Other Benefits(5) | $46,125 | $— | $— | | Excise Tax Gross Up | $— | $— | $— | | Total | $20,368,784 | $14,341,224 | $14,341,224 | | Gregory Bryant | | | | | Cash Severance(1) | $2,242,500 | $— | $— | | Variable Cash Incentive(2) | $7,913,869 | $— | $— | | Value of Accelerated Vesting of Equity Awards(3)(4) | $48,373,800 | $49,985,178 | $49,985,178 | | Value of Medical and Other Benefits(5) | $46,125 | $— | $— | | Excise Tax Gross Up | $— | $— | $— | | Total | $58,576,294 | $49,985,178 | $49,985,178 | | Vivek Jain | | | | | Cash Severance(1) | $1,943,500 | $— | $— | | Variable Cash Incentive(2) | $5,523,343 | $— | $— | | Value of Accelerated Vesting of Equity Awards(3)(4) | $10,875,246 | $11,951,506 | $9,558,531 | | Value of Medical and Other Benefits(5) | $32,734 | $— | $— | | Excise Tax Gross Up | $— | $— | $— | | Total | $18,374,823 | $11,951,506 | $9,558,531 | | Anelise Sacks | | | | | Cash Severance(1) | $1,868,750 | $— | $— | | Variable Cash Incentive(2) | $5,303,513 | $— | $— | | Value of Accelerated Vesting of Equity Awards(3)(4) | $8,984,423 | $10,362,102 | $10,362,102 | | Value of Medical and Other Benefits(5) | $46,125 | $— | $— | | Excise Tax Gross Up | $— | $— | $— | | Total | $16,202,811 | $10,362,102 | $10,362,102 |

  153. Potential Payments Upon Death or Disability

    (1)Cash severance based upon a multiplier of 299% of the NEO’s base salary. (2)Variable cash incentive based upon a multiplier of 299% of the sum of the NEO’s total variable cash incentive payments made to him or her in the four fiscal quarters preceding termination.

  154. Potential Payments Upon Death or Disability

    | 78 | Executive Compensation |

  155. Potential Payments Upon Death or Disability

    (3)The value of accelerated unvested options as of October 28, 2023 is calculated by taking the difference between the closing price of our common stock on Nasdaq on the last trading day of the fiscal year ($160.57 on October 27, 2023) and the option exercise price and multiplying it by the number of accelerated options. For time- and performance-based RSUs the value represents the closing price of our common stock on the last trading day of the fiscal year multiplied by the number of accelerated units. For PRSUs, the number of accelerated units assumes (i) vesting at the target level in the case of involuntary not for cause termination or by the NEO for good reason following a change in control and (ii) vesting at the level of achievement actually certified by the Compensation and Talent Committee. (4)As of October 28, 2023, upon termination by us without cause or by the NEO for good reason after a change in control event, (i) Messrs. Roche, Mahendra-Rajah, Bryant, and Jain and Ms. Sacks would be entitled to acceleration of vesting of all outstanding unvested stock options or time-based RSUs and PRSUs granted under our 2020 Plan and our 2006 Plan and (ii) Mr. Jain would be entitled to acceleration of vesting of all outstanding unvested stock options or time-based RSUs and PRSUs granted under our 1996 Plan. As of October 28, 2023, in the event of the NEO’s death, Messrs. Roche, Mahendra-Rajah, Bryant, and Jain and Ms. Sacks would be entitled to acceleration of vesting of all outstanding unvested stock options or time-based RSUs and PRSUs granted under our 2020 Plan, our 2006 Plan, and our 1996 Plan. As of October 28, 2023, in the event of the NEO’s permanent disability, Messrs. Roche, Mahendra-Rajah, Bryant, and Jain and Ms. Sacks would be entitled to acceleration of vesting of all outstanding unvested stock options or time-based RSUs and PRSUs granted under our 2020 Plan and our 2006 Plan. (5)Amounts include life, disability, dental, accident, and group health insurance benefit continuation in the case of Messrs. Roche, Mahendra-Rajah, Bryant, and Jain and Ms. Sacks, for 24 months after a termination in connection with a change in control. The annual benefit costs for each executive are: $7,628 for Mr. Roche, $23,062 for each of Messrs. Mahendra-Rajah and Bryant and Ms. Sacks, and $16,367 for Mr. Jain. (6)In calculating the excise tax gross-up amounts, we take into account Mr. Roche’s earnings from ADI for the prior five years. We include the change in control cash severance and variable cash incentive, valuations of unvested stock options that become vested upon a change in control (using the fiscal year 2023 year-end closing stock price), valuations of time-based RSUs and PRSUs that become vested upon a change in control (using the fiscal year 2023 year-end closing stock price), and our estimated cost of medical and other benefits. Whether Mr. Roche will receive a gross-up amount will depend primarily on his earnings in the previous five years, which will vary depending on stock option exercise activity and amounts of salary and incentives deferred under the DCP. Since 2009, our executive compensation arrangements for new executives do not contain tax gross up provisions for excess parachute payments. (7)Mr. Mahendra-Rajah served as our Executive Vice President, Finance and Chief Financial Officer until October 28, 2023.

  156. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our median employee and the annual total compensation of Vincent Roche our CEO and Chair. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our human resources system of records and the methodology described below. Because the SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. As permitted by SEC rules, we used the same median employee for our fiscal year 2023 pay ratio calculation as we used for our fiscal year 2021 and fiscal year 2022 calculations included in our proxy statements for those fiscal years. We believe it is reasonable to use the same median employee for purposes of the pay ratio calculation because there was no material change in our employee population or in the median employee’s compensation arrangement or other material change that would significantly affect our pay ratio calculation. To identify the median employee in fiscal year 2021 and to determine such employee’s annual total compensation, we used the following methodology and material assumptions, adjustments and estimates: uWe selected October 30, 2021, as the date upon which we would identify the “median employee.” As noted above, we are using the same median employee for the fiscal year 2023 pay ratio calculation. uWe used our global employee population as of this date, which includes operators located in our manufacturing facilities around the world, including the Philippines. uTo identify the median employee, we used annual base salary and target variable cash incentive (or sales incentive) at a target of 1.0x of annual base salary. Base salaries were annualized for all permanent employees who were employees for less than the full fiscal year and not on an unpaid leave of absence as of the identification date. uWe identified and calculated the elements of the median employee’s total compensation for fiscal year 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. uWe applied the exchange rate that we utilize in our accounting system, as of our fiscal year end (October 28, 2023), to convert foreign currency to U.S. dollars. For fiscal year 2023, the annual total compensation of the same median employee was $48,425. The annual total compensation of our CEO for fiscal year 2023 was $25,543,635, which is the annual total compensation of our CEO reported in the “Total” column of the Summary Compensation Table. Based on this information, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all other employees was approximately 527 to 1.

  157. CEO Pay Ratio

    | 2024 Proxy Statement | 79 |

  158. Pay Versus Performance

    Pay Versus Performance This section should be read in conjunction with the Compensation Discussion and Analysis in this Proxy Statement, which includes additional discussion of the objectives of our executive compensation program and how they are aligned with our financial and operational performance. As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid to our principal executive officer (PEO) and our non-PEO NEOs, as defined by SEC rules (CAP), and certain of our financial performance measures. For further information concerning our pay-for-performance philosophy and how we align executive compensation with the company’s performance, refer to the Compensation Discussion and Analysis section of this Proxy Statement.

  159. Pay Versus Performance Table

    Pay Versus Performance Table

  160. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year(1) | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for non- PEO NEOs | Average Compensation Actually Paid to non- PEO NEOs(2) | Total Shareholder Return | Peer Group Total Shareholder Return(3) | Net Income (in millions) | OPBT Margin %(4) | | 2023 | $25,543,635 | $27,379,913 | $8,288,714 | $8,309,413 | $142.97 | $131.46 | $3,315 | 48.9% | | 2022 | $22,098,295 | $11,359,851 | $14,285,882 | $17,097,847 | $126.62 | $122.16 | $2,749 | 49.4% | | 2021 | $30,824,323 | $59,576,220 | $6,010,914 | $10,201,660 | $148.90 | $167.86 | $1,390 | 42.4% |

  161. Pay Versus Performance Table

    (1)Vincent Roche is the PEO for fiscal years 2023, 2022, and 2021. The non-PEO NEOs reflect the following individuals in each year: 2023: Prashanth Mahendra-Rajah, Gregory Bryant, Vivek Jain, Anelise Sacks 2022: Prashanth Mahendra-Rajah, Gregory Bryant, Vivek Jain, Anelise Sacks 2021: Prashanth Mahendra-Rajah, Martin Cotter, John Hassett, Greg Henderson, Anelise Sacks (2)“Compensation Actually Paid” to the PEO and non-PEO NEOs reflects the following adjustments from “total compensation” reported in the Summary Compensation Table:

  162. Pay Versus Performance Table

    | | 2023 | | 2022 | | 2021 | | | | PEO ($) | Average of non- PEO NEOs ($) | PEO ($) | Average of non- PEO NEOs ($) | PEO ($) | Average of non- PEO NEOs ($) | | Summary Compensation Table Total | 25,543,635 | 8,288,714 | 22,098,295 | 14,285,882 | 30,824,323 | 6,010,914 | | Adjustments for Stock and Option Awards: | | | | | | | | Subtraction: Value of "Stock Awards" and "Option Awards" reported in Summary Compensation Table | (19,997,672) | (5,961,815) | (15,000,172) | (11,675,243) | (25,709,208) | (4,227,970) | | Addition: Year-end fair value of equity awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | 10,652,649 | 3,394,259 | 17,591,835 | 13,943,196 | 37,918,044 | 5,760,968 | | Addition (Subtraction): Year-over-year change in fair value at covered fiscal year end of equity awards granted in prior fiscal years that were outstanding and unvested at the covered fiscal year end | 3,807,964 | 1,460,174 | (10,815,724) | 676,479 | 13,210,982 | 2,119,798 | | Addition (Subtraction): Change as of the vesting date (from the end of the prior fiscal year) in fair value of equity awards granted in prior fiscal years that vested in the covered fiscal year | 7,373,337 | 1,128,081 | (2,514,383) | (132,468) | 3,332,079 | 537,951 | | Compensation Actually Paid (as calculated) | 27,379,913 | 8,309,413 | 11,359,851 | 17,097,847 | 59,576,220 | 10,201,660 |

  163. Pay Versus Performance Table

    | 80 | Executive Compensation |

  164. Pay Versus Performance Table

    “Compensation Actually Paid” does not correlate to the total amount of cash of equity compensation realized during each fiscal year and is different from “realizable” or “realized” compensation as reported in the Compensation Discussion and Analysis. Instead, it is a nuanced calculation that includes the increase or decrease in value of certain elements of compensation over each fiscal year, including compensation granted in a prior fiscal year, in accordance with Item 402(v) of Regulation S-K. Given a significant amount of “Compensation Actually Paid” is dependent on our stock price at a specific point in time, it is important to note that the values could have been dramatically different if other measurement dates were chosen. The amount of compensation ultimately received may, in fact, be different from the amounts disclosed in these columns of the Pay Versus Performance Table. (3)The peer group TSR set forth in this table utilizes the S&P Semiconductors Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended October 28, 2023. The comparison assumes $100 was invested for the period starting October 31, 2020, through the end of the listed year in ADI and in the S&P Semiconductors Index. Historical stock price performance is not necessarily indicative of future stock performance. (4)OPBT Margin represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used by us to link CAP to our NEOs, including our PEO, to our performance for the most recently completed fiscal year. OPBT Margin is a non-GAAP measure and is calculated as Adjusted Operating Margin excluding acquisition-related expenses, acquisition-related transaction costs, and special charges. For a reconciliation of OPBT Margin to the most directly comparable GAAP financial measure and insight into how OPBT Margin is considered by management, please see Appendix A of this Proxy Statement.

  165. Pay Versus Performance: Graphical Description

    Pay Versus Performance: Graphical Description The charts below provide a graphical description of CAP paid to our PEO and non-PEO NEOs (as calculated in accordance with the SEC rules) and the following measures: uADI’s cumulative TSR and the S&P Semiconductors Index cumulative TSR; uADI’s Net Income; and uADI’s OPBT Margin.

  166. Pay Versus Performance: Graphical Description

    | 2024 Proxy Statement | 81 |

  167. Board of Directors

    Board of Directors https://investor.analog.com/governance/board-of-directors