DEF 14A of Analog Devices Inc, Jan 23, 2026

DEF 14A of Analog Devices Inc

Filed Jan 23, 2026 · FY20250000006281-26-000010

Open on EDGAR

  1. Director Nominees

    Director Nominees ADI’s Board of Directors is composed of an experienced group of global thought, business, and academic leaders. On January 20, 2026, Susie Wee informed our Board of Directors that she decided not to stand for re-election at the Annual Meeting. Dr. Wee will continue to serve as a member of the Board of Directors through the date of the Annual Meeting. Also on January 20, 2026, Yoky Matsuoka was appointed to our Board of Directors. Our Nominating and Corporate Governance Committee has recommended, and our Board of Directors has determined, to nominate each of the following members of our Board of Directors for election or re-election, as applicable, at the Annual Meeting.

  2. Director Nominees

    | Name | Independent | Age | Director Since | Audit Committee | Compensation & Talent Committee | Nominating & Corporate Governance Committee | Corporate Development Committee | | VINCENT ROCHE Chief Executive Officer and Chair of the Board of Directors Analog Devices, Inc. | | 65 | 2013 | | | | | | STEPHEN M. JENNINGS Lead Independent Director and Former Principal of Deloitte LLP | ü | 64 | 2023 | | | l | | | ANDRÉ ANDONIAN Chief Executive Officer of Andonian Advisory Pte. Ltd., Chair of Asia Pacific and Strategic Advisor at Flagship Pioneering, and Senior Advisor – Senior Partner Emeritus at McKinsey & Company | ü | 63 | 2022 | | l | | l | | EDWARD H. FRANK, Ph.D. Executive Chair of Gradient Technologies | ü | 69 | 2014 | | l | | l | | KAREN M. GOLZ Former Global Vice Chair of Ernst & Young LLP | ü | 71 | 2018 | l | | | | | PETER B. HENRY, Ph.D. Class of 1984 Senior Fellow at Stanford University’s Hoover Institution and Senior Fellow at Stanford’s Freeman Spogli Institute for International Studies | ü | 56 | 2023 | l | | | l | | MERCEDES JOHNSON Former Chief Financial Officer of Avago Technologies (now Broadcom) | ü | 71 | 2021 | l | | | | | YOKY MATSUOKA, Ph.D. Executive Officer of Panasonic Holdings Corporation | ü | 54 | 2026 | | | | l | | RAY STATA Co-Founder and Former Chair of the Board of Directors of Analog Devices, Inc. | | 91 | 1965 | | | | | | ANDREA F. WAINER Former Executive Vice President, Rapid and Molecular Diagnostics, Abbott Laboratories | ü | 57 | 2025 | | l | l | |

  3. Director Nominees

    l - Chair l - Member

  4. Director Nominees

    | 4 | Proxy Summary |

  5. Board Profile

    Board Profile ADI’s directors contribute significant experience in the areas most relevant to overseeing our business and strategy. The matrix below provides a high-level summary of the experience and qualifications of our director nominees:

  6. Board Profile

    | | Executive Leadership | 6/10 | | International | 9/10 | | Cybersecurity, Information Systems | 2/10 | | | Industry | 8/10 | | Large-Scale Operations, Manufacturing | 8/10 | | Mergers and Acquisitions | 5/10 | | | Innovation and Emerging Technologies | 9/10 | | Government Affairs, Public Policy | 3/10 | | Sustainability, Human Capital, Human Rights, and Diversity | 6/10 | | | Corporate Governance, Public Company Board | 8/10 | | Strategy | 10/10 | | | | | | Financial, Accounting, Auditing | 4/10 | | Risk Management, Regulatory, Compliance | 2/10 | | | |

  7. Board Profile

    | DIRECTOR NOMINEE AGE | INDEPENDENT DIRECTOR NOMINEE TENURE | | | | | Average Age: 66 years Median Age: 65 years | Average Independent Director Nominee Tenure: 3.75 years |

  8. Board Profile

    | What’s New We periodically review our corporate governance policies and practices and compare them to those suggested by various authorities in corporate governance and the practices of other public companies. We believe that good corporate governance is important to ensure that ADI is managed for the long-term benefit of our shareholders. Updated items include: uContinued to expand the capabilities of the Board of Directors by adding Yoky Matsuoka, who brings significant experience in robotics and artificial intelligence, to our Board of Directors in January 2026 uOur Board of Directors amended our Bylaws to allow shareholders holding 25% of our outstanding shares for at least one year to call a special meeting, reducing the previous 80% threshold to provide our shareholders with a meaningful right to call a special meeting uAmended our Code of Business Conduct and Ethics to enhance readability and clearly convey our expectations on various matters related to ethical business conduct consistent with our values and applicable laws and regulations uEnhanced our annual Board of Directors’ evaluation process to include periodic self and peer assessments and individual feedback based on the assessments uChanges to our Executive Performance Incentive Plan to decrease the maximum payout factor from 3.0x to 2.5x of target and implement an annual measurement period and payout, replacing the prior plan’s quarterly measurement and semi-annual payouts, which became effective in fiscal year 2025 |

  9. Experience of our Director Nominees

    Experience of our Director Nominees

  10. Experience of our Director Nominees

    | | | | | | | | | | | | | | | Executive Leadership | l | | | l | | | l | l | l | l | | | Industry | l | l | l | l | | | l | l | l | l | | | Innovation and Emerging Technologies | 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 | | | l | | | International | l | l | l | | l | l | l | l | l | l | | | Large Scale 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 | | | Risk Management, Regulatory, Compliance | l | | | | l | | | | | | | | Cybersecurity, Information Systems | | | | l | l | | | | | | | | Mergers and Acquisitions | l | l | l | l | | | l | | | | | | Sustainability, Human Capital, Human Rights, and Diversity | l | l | l | | l | l | | | | l |

  11. Experience of our Director Nominees

    | 2026 Proxy Statement | 11 |

  12. Director Nominee Biographies

    Director Nominee Biographies The following provides 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 with 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.

  13. Director Nominee Biographies

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

  14. Director Nominee Biographies

    | 12 | Board of Directors |

  15. Director Nominee 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: 65 | Director since: 2013 | | Committee(s): None | |

  16. Director Nominee 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. 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: International Workplace Group plc. Past 5 Years: None | | | | Age: 64 | Director since: 2023 | | Committee(s): Nominating and Corporate Governance | |

  17. Director Nominee Biographies

    | 2026 Proxy Statement | 13 |

  18. Director Nominee 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 Senior 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: 63 | Director since: 2022 | | Committee(s): Compensation and Talent; Corporate Development | |

  19. Director Nominee 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.; Blaize Holdings, Inc. Past 5 Years: Marvell Technology, Inc. (until 2023) | | | | Age: 69 | Director since: 2014 | | Committee(s): Compensation and Talent; Corporate Development | |

  20. Director Nominee Biographies

    | 14 | Board of Directors |

  21. Director Nominee 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 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 and also earned the National Association of Corporate Directors (NACD) CERT Certificate in Cybersecurity Oversight from Carnegie Mellon University. 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: iRobot Corporation Past 5 Years: Aspen Technology, Inc. (until 2025) | | | | Age: 71 | Director since: 2018 | | Committee(s): Audit | |

  22. Director Nominee 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. 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: 56 | Director since: 2023 | | Committee(s): Audit; Corporate Development | |

  23. Director Nominee Biographies

    | 2026 Proxy Statement | 15 |

  24. Director Nominee 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: Maxim Integrated Products, Inc. (until 2021); Millicom International Cellular SA (until 2023) | | | | Age: 71 | Director since: 2021 | | Committee(s): Audit | |

  25. Director Nominee Biographies

    | Yoky Matsuoka, Ph.D. | | | | | | | | PROFESSIONAL EXPERIENCE AND BACKGROUND Dr. Matsuoka has served as an executive officer of Panasonic Holdings Corporation responsible for global innovation and new businesses, since October 2019. Prior to joining Panasonic, Dr. Matsuoka created innovative technology and solutions at leading technology companies, including as Vice President at Google’s Healthcare, Chief Technology Officer at Google/Nest, and Head of Innovation and Co-Founder of Google X. She also served as a senior executive at Apple’s Healthcare and Chief Executive Officer of Quanttus, a wearable health technology startup. Prior to her work in Silicon Valley, Dr. Matsuoka was an endowed professor at Carnegie Mellon University and the University of Washington with expertise in the areas of AI, robotics, and neuroscience. KEY QUALIFICATIONS AND EXPERTISE Dr. Matsuoka brings to our Board of Directors significant experience in robotics, artificial intelligence, and consumer product innovation, with a career spanning academia and industry. She provides valuable perspective to the Board of Directors through her experience in building and overseeing new technologies at scale. Her academic and research background has contributed to the development of technologies across healthcare, consumer electronics, and advanced research initiatives. OTHER PUBLIC COMPANY BOARDS Current: None Past 5 Years: HP, Inc. (until 2021) | | | | Age: 54 | Director since: 2026 | | Committee(s): Corporate Development | |

  26. Director Nominee Biographies

    | 16 | Board of Directors |

  27. Director Nominee 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 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, our former CEO for 23 years, and our former President for 20 years. OTHER PUBLIC COMPANY BOARDS Current: None Past 5 Years: None | | | | Age: 91 | Director since: 1965 | | Committee(s): None | |

  28. Director Nominee Biographies

    | Andrea F. Wainer Independent | | | | | | | | PROFESSIONAL EXPERIENCE AND BACKGROUND Ms. Wainer served as Executive Vice President, Rapid and Molecular Diagnostics at Abbott Laboratories (Abbott), a medical devices and health care company, from 2019 to February 2025. During her nearly 22 years at Abbott, Ms. Wainer served in roles of increasing responsibility including as President, Abbott Molecular Diagnostics, from 2015 to 2019, President, Abbott Animal Health, from 2011 to 2014, and Divisional Vice President/General Manager, Abbott Renal Care, from 2009 to 2011. Ms. Wainer serves as a member of the Board of Trustees of the Goodman Theatre. KEY QUALIFICATIONS AND EXPERTISE Ms. Wainer brings to our Board of Directors deep expertise leading innovative businesses in the diagnostics and pharmaceutical industries, including significant experience with complex commercial and manufacturing operations and continuous improvement. OTHER PUBLIC COMPANY BOARDS Current: Neogen Corporation Past 5 Years: None | | | | Age: 57 | Director since: 2025 | | Committee(s): Compensation and Talent; Nominating and Corporate Governance | |

  29. Director Nominee Biographies

    | 2026 Proxy Statement | 17 |

  30. 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 its independent compensation consultant, Pearl Meyer and Partners (Pearl Meyer), 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 2025. In fiscal year 2025, 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. To align with the directors’ service period, 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 12, 2025, we granted each non-employee director then in-office 1,160 RSUs. On February 18, 2025, Ms. Wainer, who joined our Board of Directors in January 2025, was granted an RSU award (rounded to the nearest share) with a value of approximately $40,027, representing the pro-rated value of our fiscal year 2024 annual director grant, for services to be provided from the date of her initial appointment as a director through the 2025 annual meeting. In February 2026, Dr. Matsuoka, who joined our Board of Directors in January 2026, will be granted RSUs for services to be provided from the date of her initial appointment as a director through the Annual Meeting. In addition to the compensation described above, we reimburse our directors for travel and other ordinary business expenses incurred in connection with their service on the Board of Directors.

  31. Annual Director Compensation

    Annual Director Compensation Board Retainers:

  32. Annual Director Compensation

    | Compensation Element | Annual Cash Compensation | | Board Chair Retainer | $250,000(1) | | Board Member Retainer | $100,000 | | Lead Independent Director Retainer | $55,000(2) |

  33. Fiscal Year 2025 Director Compensation

    Fiscal Year 2025 Director Compensation The following table details the total compensation earned by our non-employee directors in fiscal year 2025.

  34. Fiscal Year 2025 Director Compensation

    | Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3)(4) | All Other Compensation ($) | Total ($) | | Stephen M. Jennings | 185,000 | 235,202 | 5,000(5) | 425,202 | | André Andonian | 139,708 | 235,202 | — | 374,910 | | James A. Champy(6) | 41,208 | — | — | 41,208 | | Edward H. Frank | 150,417 | 235,202 | — | 385,619 | | Laurie H. Glimcher(7) | 63,250 | 235,202 | — | 298,452 | | Karen M. Golz | 130,000 | 235,202 | — | 365,202 | | Peter B. Henry | 130,000 | 235,202 | — | 365,202 | | Mercedes Johnson | 115,000 | 235,202 | — | 350,202 | | Ray Stata | 94,424 | 235,202 | 16,739(8) | 346,365 | | Andrea F. Wainer(9) | 100,750 | 275,229 | | 375,979 | | Susie Wee | 115,000 | 235,202 | — | 350,202 |

  35. Fiscal Year 2025 Director Compensation

    (1)Dr. Matsuoka was appointed to the Board of Directors on January 20, 2026 and did not receive any compensation during fiscal year 2025. (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 quarter of service, as applicable. 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 Executive Compensation—Compensation Tables—Non-Qualified Deferred Compensation Plan. Drs. Frank and Henry elected to defer receipt of their fees under the DCP in calendar year 2025. Dr. Glimcher elected to defer receipt of her fees under the DCP in calendar year 2024. (3)These amounts represent the aggregate grant date fair value of awards for grants of RSUs to each listed director in fiscal year 2025. 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, included in our Annual Report on Form 10-K for the year ended November 1, 2025. These amounts do not represent the actual amounts paid to or realized by the directors during fiscal year 2025. (4)The aggregate number of stock options and RSUs outstanding held by each non-employee director (representing unexercised stock options and unvested RSUs) at November 1, 2025 is as follows:

  36. Fiscal Year 2025 Director Compensation

    | Name | Number of Shares Subject to Option Awards Held as of November 1, 2025 | Number of RSUs that have not Vested as of November 1, 2025 | | Stephen M. Jennings | — | 1,160 | | André Andonian | — | 1,160 | | James A. Champy(a) | — | — | | Edward H. Frank | — | 1,160 | | Laurie H. Glimcher(b) | — | — | | Karen M. Golz | — | 1,160 | | Peter B. Henry | — | 1,160 | | Mercedes Johnson | — | 1,160 | | Ray Stata | 7,640 | 1,160 | | Andrea F. Wainer | — | 1,160 | | Susie Wee | — | 1,160 |

  37. Fiscal Year 2025 Director Compensation

    (a)Mr. Champy served on our Board of Directors until March 12, 2025. (b)Dr. Glimcher served on our Board of Directors until May 21, 2025. (5)Amount paid for cyber and data privacy protection services. (6)Mr. Champy served on our Board of Directors until March 12, 2025. (7)Dr. Glimcher served on our Board of Directors until May 21, 2025. In connection with her resignation, Dr. Glimcher forfeited the stock award granted to her in fiscal year 2025. (8)The amount represents payment of medical and dental insurance premiums on behalf of Mr. Stata and his spouse. (9)Ms. Wainer joined our Board of Directors on January 9, 2025 and in accordance with our Equity Award Grant Date Policy, was granted an RSU award pro-rated for her service from January 9, 2025 through our 2025 annual meeting on March 12, 2025 in addition to the annual RSU grant in March 2025.

  38. Fiscal Year 2025 Director Compensation

    | 36 | Director Compensation |

  39. 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 | | | | |

  40. Summary of Direct Compensation Elements

    | Pay Element | | | Purpose | Time Period | Performance Measures for Fiscal Year 2025 | | 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 u50%: annual 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 with cliff vesting | 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 to drive long-term profitability | uCumulative three-year performance period with cliff vesting | uNon-GAAP operating profit | | | | | | | | | | RSUs | | uAttract and retain key executives | uFour-year graded vesting | uNone | | | | | | | |

  41. 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 PRSUs at target if absolute TSR is negative and set target objectives 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 |

  42. Roles and Responsibilities

    | Role of the Compensation Consultant | uIn June 2024, Pearl Meyer recommended a peer group of companies for the purpose of assessing our executive compensation programs, 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 2025 performance goals prior to making its final decision on all fiscal year 2025 executive compensation. At the Compensation and Talent Committee’s direction, Pearl Meyer provided a risk analysis of our executive compensation programs. Finally, the Compensation and Talent Committee also certified performance-based compensation payouts for the applicable periods ended in fiscal year 2025. |

  43. Market Compensation Data

    Market Compensation Data The Compensation and Talent Committee seeks 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 2025, the Compensation and Talent Committee determined to remove Broadcom, Inc., NVIDIA Corporation, and Skyworks Solutions, Inc. from our peer group and to replace them with Cadence Design Systems, Inc., ON Semiconductor Corporation, and Synopsys, Inc., which the Compensation and Talent Committee believes are more appropriate comparators at the time such peer group was selected given their similar revenue and market capitalization characteristics. For fiscal year 2025, the peer group companies used by the Compensation and Talent Committee to evaluate executive compensation consisted of the following companies:

  44. Market Compensation Data

    | 2025 Peer Group | | | | Advanced Micro Devices, Inc. Agilent Technologies, Inc. Applied Materials, Inc. Boston Scientific Corporation Cadence Design Systems, Inc. Intel Corporation | KLA Corporation Lam Research Corporation Marvell Technology, Inc. Microchip Technology Incorporated Micron Technology, Inc. | NXP Semiconductors N.V. ON Semiconductor Corporation QUALCOMM Incorporated Synopsys, Inc. Texas Instruments Incorporated |

  45. Market Compensation Data

    Of the 16 selected peers, at the time of the annual peer group review, ADI had a higher estimated fiscal year 2024 revenue than 6 of the peer companies, and a market capitalization higher than 8 of the peer companies. Although ADI was smaller in terms of estimated fiscal year 2024 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. The Compensation and Talent Committee believes it is critical to ADI’s performance to hire highly talented, specialized, and experienced employees, and these individuals often join ADI from larger technology companies.

  46. Positioning of ADI Relative to 2025 Peer Group

    Positioning of ADI Relative to 2025 Peer Group (1)Reflects estimated revenue for fiscal year 2024 at time 2025 peer group was determined. (2)30-day average as of May 7, 2024. Based on a regular review of our peer group, in June 2025 in connection with discussions regarding the peer group that would be used for purposes of setting fiscal year 2026 compensation, our Compensation and Talent Committee, after consultation with Pearl Meyer, determined to make no changes to the peer group for fiscal year 2026 compensation.

  47. 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 |

  48. Executive Performance Incentive Plan

    Executive Performance Incentive Plan In September 2024, the Compensation and Talent Committee approved our executive performance incentive plan for fiscal year 2025. The plan is designed to be variable, depending on ADI’s operating results. All executive officers, including our NEOs, participated in our fiscal year 2025 executive performance incentive plan. We calculated and made variable cash incentive payments under the plan as follows:

  49. Executive Performance Incentive Plan

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

  50. Individual Target Variable Cash Incentive Percentage

    Individual Target Variable Cash Incentive Percentage The Compensation and Talent Committee set target variable cash incentive percentages at 200% of base salary for our CEO and ranging from 100% to 125% of annual base salary for each of our NEOs other than our CEO as part of our fiscal year 2025 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% of base salary also ties the majority of his cash compensation directly to company performance.

  51. 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. We believe that our financial results and corresponding variable cash incentive payouts over the past several years clearly indicate that the Compensation and Talent Committee sets rigorous performance targets in our executive short-term variable cash incentive plan that are very difficult to achieve. For fiscal year 2025, we based the variable cash incentive payout factor on our annual OPBT margin and year-over-year revenue growth, which is consistent with prior years. 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. To more closely align with market compensation practices, we decreased the maximum payout factor under our executive performance incentive plan from 3.0x to 2.5x of target in fiscal year 2025 and beyond. We also moved to an annual measurement period and payout, replacing the prior plan’s quarterly measurement periods and semi-annual payouts. Based on our evaluation of the factors described above, the Compensation and Talent Committee determined that our fiscal year 2025 OPBT margin and year-over-year revenue growth targets would remain the same as those from fiscal year 2024 and that these 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.

  52. Variable Cash Incentive Payout Factor

    | 2026 Proxy Statement | 47 |

  53. Variable Cash Incentive Payout Factor

    The Compensation and Talent Committee implemented the following targets and payout factors for the executive performance incentive plan for fiscal year 2025, reflecting no changes from the prior year (other than the reduction of the maximum payout factor from 3.0x to 2.5x of target), which is consistent with past practice:

  54. Variable Cash Incentive Payout Factor

    | OPBT Margin | | Revenue | | | Annual OPBT Margin | Variable Cash Incentive Payout Factor | YTY Growth | 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% | 2.5x | ≥ 22% | 2.5x | | If OPBT margin ≤40% the entire variable cash incentive will pay at 0% regardless of revenue attainment | | | |

  55. Variable Cash Incentive Payout Factor

    (1)OPBT margin is equivalent to our Adjusted Operating Margin as reported in our annual earnings release. 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 exclude these items if it believes necessary 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 fiscal year 2025, OPBT margin was calculated to exclude acquisition-related expenses and special charges, net, consistent with the non-GAAP adjustments included in our quarterly earnings releases. The OPBT margin and year-over-year revenue growth targets are set annually. For fiscal year 2025, we measured performance against those targets on an annual basis, applying the corresponding variable cash incentive payout factor to base salary for the year, and paid the variable cash incentive amounts to our executive officers following the end of the fiscal year. 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. To align payout opportunities among our executive officers and our other employees, our executive performance incentive plan caps the maximum payout factor for executive officers so that it does not exceed the annualized payout factor under our employee performance incentive plan. The employee performance incentive plan measures quarterly OPBT margin and year-over-year growth by quarter against the same targets as the executive performance incentive plan, calculated as the average of the payout factors for the four quarters of the fiscal year. For fiscal year 2025, the calculated OPBT margin, year-over-year revenue growth, and variable cash incentive payout factor under our executive performance incentive plan were as follows:

  56. Variable Cash Incentive Payout Factor

    | OPBT Margin (50% weight) | | Revenue Growth (50% weight) | | | | OPBT Margin | Variable Cash Incentive Payout Factor | YOY Revenue Growth | Variable Cash Incentive Payout Factor | Aggregate Variable Cash Incentive Payout Factor | | 41.9% | 97% | 19.1% | 230% | 161%(1) |

  57. Variable Cash Incentive Payout Factor

    (1)The variable cash incentive payout factor calculated under the executive performance incentive plan for fiscal year 2025 was 163%, but was capped at 161% so that it would not exceed the annualized payout factor under our employee performance incentive plan, as described above. In fiscal year 2025, we delivered strong OPBT margin performance and revenue growth. As a result, the full year variable cash incentive payout factor under our executive performance incentive plan was approximately 161% of target for fiscal year 2025, compared to approximately 27% for fiscal year 2024 and approximately 182% for fiscal year 2023.

  58. Base Salary and Individual Target Variable Cash Incentive Percentages

    Base Salary and Individual Target Variable Cash Incentive Percentages In April 2025, as part of our 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 annual base salary levels of Messrs. Puccio and Jain to remain competitive to market. The Compensation and Talent Committee determined to make no changes to the base salary for Mr. Roche or the target variable cash incentive percentages for Messrs. Roche, Puccio, and Jain in fiscal year 2025 because such levels remained competitive to market. In December 2024, Mr. Cotter was appointed to serve as Senior Vice President, Vertical Business Units, and, based on market compensation information, the Compensation and Talent Committee set his annual base salary at $600,000 and his target variable cash incentive percentage at 100%, as determined to be competitive to market for such position. In November 2024, Dr. Nakamura was appointed to serve as Senior Vice President and Chief Customer Officer, and, based on market compensation information, the Compensation and Talent Committee set his annual base salary at $500,000 and his target variable cash incentive percentage at 100%, as determined to be competitive to market for such position.

  59. Base Salary and Individual Target Variable Cash Incentive Percentages

    | 48 | Executive Compensation |

  60. Base Salary and Individual Target Variable Cash Incentive Percentages

    The Compensation and Talent Committee approved base salaries and target variable cash incentive percentages for our NEOs for fiscal year 2025 as specified in the table below:

  61. Base Salary and Individual Target Variable Cash Incentive Percentages

    | Name of Executive | Fiscal Year 2024 Base Salary | Fiscal Year 2025 Base Salary | % Increase | Fiscal Year 2024 Individual Target Variable Cash Incentive as % of Base Salary | Fiscal Year 2025 Individual Target Variable Cash Incentive as % of Base Salary | % Increase | | Vincent Roche Chief Executive Officer and Chair of the Board of Directors | $1,200,000 | $1,200,000 | 0% | 200% | 200% | 0% | | Richard C. Puccio, Jr. Executive Vice President and Chief Financial Officer | $670,000 | $700,000 | 4% | 125% | 125% | 0% | | Martin Cotter(1) Senior Vice President, Vertical Business Units | N/A | $600,000 | N/A | N/A | 100% | N/A | | Vivek Jain Executive Vice President, Global Operations and Technology | $650,000 | $700,000 | 8% | 125% | 125% | 0% | | Katsu Nakamura(2) Senior Vice President and Chief Customer Officer | N/A | $500,000 | N/A | N/A | 100% | N/A |

  62. Base Salary and Individual Target Variable Cash Incentive Percentages

    (1)Mr. Cotter was appointed as Senior Vice President, Vertical Business Units, effective as of December 1, 2024 and was not an NEO in fiscal year 2024. (2)Dr. Nakamura was appointed as Senior Vice President and Chief Customer Officer, effective as of November 3, 2024 and was not an NEO in fiscal year 2024.

  63. 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 2025 were made under the 2020 Plan.

  64. 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 2025, approximately 86% and 78% of the average total target compensation of our CEO and our other NEOs, respectively, 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 determined to make no changes to the equity mix for any of our NEOs during fiscal year 2025. As a result, the equity mix in fiscal year 2025 remains 75% PRSUs and 25% time-based RSUs for Mr. Roche, our CEO and Chair, and 65% PRSUs and 35% RSUs for our other NEOs, to continue to maintain alignment between executive officers’ compensation and the interests of our shareholders and to remain competitive to market.

  65. Equity Mix

    | 2026 Proxy Statement | 49 |

  66. Equity Mix

    In summary, for fiscal year 2025, the form and mix of equity awards delivered as part of our annual equity award program for our executive officers, including our CEO and other NEOs, was as follows:

  67. Equity Mix

    | Equity Award Type | Percentage of CEO Annual Grant | Percentage of Other NEO Annual Grant | Purpose | Time Period and Vesting | Performance Metrics | Payout | | Relative TSR PRSUs | | | Align executive officers’ and shareholders’ interests to drive superior TSR relative to comparator group | 3-year performance period with cliff vesting | ADI’s 3-year TSR compared to a comparator group | 0–200% | | Financial Metric PRSUs | | | Align executive officers’ and shareholders’ interests to drive long-term profitability | 3-year performance period with cliff vesting | 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 |

  68. Equity Vehicle Structure

    Equity Vehicle Structure

  69. Performance-Based RSUs

    Performance-Based RSUs For fiscal year 2025, 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 2025 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 Relative PRSUs granted in fiscal year 2025 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. The 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 3-year TSR performance is negative. The following table illustrates the percentage of target PRSUs that may be earned based on ADI’s relative TSR performance to the companies in the S&P 500 Index:

  70. Performance-Based RSUs

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

  71. Performance-Based RSUs

    Attainment within performance parameters is subject to interpolation on a linear basis. 2022-2025 TSR PRSUs Payouts. The Relative TSR PRSUs granted on April 4, 2022 had a three-year performance period that ended on March 15, 2025. The comparator group designated by the Compensation and Talent Committee for the Relative TSR PRSUs granted in fiscal year 2022 consisted of the companies represented in the S&P 500 Index. The target payout of the Relative TSR PRSUs granted in 2022 would be achieved if ADI’s TSR was at the 50th percentile of the TSRs of the companies in the S&P 500 Index. The actual amount of PRSUs that could be earned ranged 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. On a three-year cumulative basis, our TSR performance was 41.56%, representing a percentile of 69.61% against the TSRs of the other companies in the peer group. This resulted in a 178.44% payout of these awards.

  72. Performance-Based RSUs

    | 50 | Executive Compensation |

  73. Performance-Based RSUs

    Financial Metric PRSUs. The Compensation and Talent Committee continued to include Financial Metric PRSUs as part of our annual equity program for our executive officers, based on non-GAAP operating profit in dollars, to incentivize long-term profitable growth measured over a three-year period. 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. 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. These targets are measured over a three-year cumulative time period, which we believe further incentivizes our executives to achieve short-term objectives that support our long-term strategy as well as focus on long-term financial growth. The Compensation and Talent Committee does not intend to 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. For Financial Metric PRSUs granted before fiscal year 2024, 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 determinations, the number of PRSUs earned by an executive officer under each tranche 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. For Financial Metric PRSUs granted in fiscal year 2025, the Compensation and Talent Committee will determine the level of achievement after the completion of the three-year cumulative performance period. For Financial Metric PRSUs granted in fiscal year 2025, the following table illustrates the percentage of target PRSUs that may be earned based on ADI’s financial performance against target:

  74. Performance-Based RSUs

    | Performance Achievement as a % of Target | PRSU Payout % | | < 85% | 0% | | 100% | 100% | | 115% | 200% |

  75. Performance-Based RSUs

    In December 2025, the Compensation and Talent Committee determined the level of achievement of the outstanding Financial Metric PRSUs that were granted in April 2023, based on targets that were set at the beginning of fiscal year 2023. 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 2023, 2024, and 2025, and determined that with a non-GAAP operating profit of $14.489 billion, which was below the non-GAAP operating profit target attainment level of $16.920 billion, 0% of the target number of PRSUs subject to the third tranche were earned by the company’s executive officers for that period. With all three measurement periods completed, and with the first and second tranches payable at 76% and 0%, respectively, the company’s executive officers earned an aggregate of 25.3% of the total target number of PRSUs subject to these incentive awards.

  76. Time-Based RSUs

    Time-Based RSUs In a volatile stock market, time-based RSUs continue to provide incentive and retentive value, 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 2025, and such awards will vest in equal increments on the first, second, third, and fourth anniversaries of March 15, 2025.

  77. 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 NEOs in prior years that remain outstanding vest in accordance with the vesting dates as described in footnote 1 to the Outstanding Equity Awards at Fiscal Year-End 2025 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 terms of the CEO Performance Stock Option Award provide that if certain challenging target stock price thresholds are met during the five-year period after the date of grant, the option becomes exercisable with respect to an aggregate of 460,000 shares of our common stock in three tranches, with each tranche exercisable one year after the applicable target stock price threshold is met. The target stock price thresholds were attained as of April 12, 2023, May 30, 2024, and July 23, 2024, and as a result, the option became exercisable with respect to (i) 151,800 shares of common stock on April 12, 2024, (ii) 151,800 shares of common stock on May 30, 2025, and (iii) 156,400 shares of common stock on July 23, 2025.

  78. Stock Options

    | 2026 Proxy Statement | 51 |

  79. Equity Awards Granted in Fiscal Year 2025

    Equity Awards Granted in Fiscal Year 2025 In fiscal year 2025, 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.

  80. Equity Awards Granted in Fiscal Year 2025

    | Name | Time- based RSUs | Relative TSR PRSUs | Financial Metric PRSUs | Target Grant Value | | Vincent Roche | 35,084 | 42,655 | 56,811 | $22,000,000 | | Richard C. Puccio, Jr. | 12,615 | 9,390 | 12,767 | $5,650,000 | | Martin Cotter | 10,717 | 7,977 | 10,846 | $4,800,000 | | Vivek Jain | 12,615 | 9,390 | 12,767 | $5,650,000 | | Katsu Nakamura | 6,698 | 4,986 | 6,779 | $3,000,000 |

  81. Fiscal Year 2025 CEO and Chair Compensation Decisions

    | Cash Compensation | Fiscal Year 2025 Target Value | | | Base Salary | | $1,200,000 | | Variable Cash Incentive Target Percentage | | 200% |

  82. Fiscal Year 2025 CEO and Chair Compensation Decisions

    Mr. Roche’s total equity package remained weighted towards performance-based equity, with 75% of the total equity awarded to him in fiscal year 2025 in the form of PRSUs, and 25% in the form of RSUs to 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:

  83. Fiscal Year 2025 CEO and Chair Compensation Decisions

    | Equity Compensation | 2025 Target Value | Vesting | | Time-Based RSUs | $5,500,000 (25% weighting of long-term incentives) | Annual installments over a 4-year period (25% per year) | | Financial Metric PRSUs | $8,800,000 (40% weighting of long-term incentives) | Three-year cliff vesting based on financial metrics | | Relative TSR PRSUs | $7,700,000 (35% weighting of long-term incentives) | Three-year cliff vesting based on relative TSR metrics |

  84. Compensation Determination for Other NEOs

    Compensation Determination for Other NEOs In determining fiscal year 2025 compensation for our other NEOs, including base salary levels, annual incentive plan payout targets, and fiscal year 2025 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 2025, the Compensation and Talent Committee determined to increase the base salaries of Messrs. Puccio and Jain by 4% and 8%, respectively, but determined to make no changes to the target variable cash incentive percentage for Messrs. Puccio and Jain or the total target compensation of any of our other NEOs.

  85. Retirement and Other Employee Benefits

    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 may 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. Approval to receive retirement vesting benefits under the PREV is entirely discretionary and the PREV does not confer any right to continue vesting in equity awards following retirement to any employee.

  86. Severance, Retention, and Change in Control Benefits

    Severance, Retention, and Change in Control Benefits

  87. Change in Control Benefits

    Change in Control Benefits We have entered into change in control retention agreements (ADI Retention Agreement) with Messrs. Roche, Puccio, Cotter, and Jain and Dr. Nakamura and certain other key employees. The form of 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 2025, 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 2025. Change in control retention agreements entered into between ADI and eligible employees since 2009 do not contain excess parachute payment tax gross-up provisions. 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.

  88. Change in Control Benefits

    | 54 | Executive Compensation |

  89. 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.

  90. 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 2025 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, when our Compensation and Talent Committee appointed Pearl Meyer for fiscal year 2025, 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 2025, 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 programs; and uAdvising on regulatory changes and their potential impact on our executive compensation programs along with any other aspects of our compensation programs.

  91. Risks We Consider in Our Compensation Programs

    | 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 90% of the total target compensation for our CEO and other NEOs, respectively, for fiscal year 2025, 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 2025, the variable cash incentive payment factor cap under our executive performance incentive plan was 2.5x 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. |

  92. Equity Award Grant Date Policy

    Equity Award Grant Date Policy Our Compensation and Talent Committee has adopted a policy that prohibits timing or selecting grant dates of any stock options or stock-based awards in coordination with the release of material non-public information, which includes specific policies regarding the grant dates of equity awards for our executive officers and employees shown below. In each case, the exercise price of any stock options granted must equal the closing price of our common stock on the grant date.

  93. 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: | For annual awards made during fiscal year 2025, the grant date was April 8, 2025. | | Other Grants: | All other awards granted to 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. |

  94. Equity Award Grant Date Policy

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

  95. Equity Award Grant Date Policy

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  96. 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 Section 162(m) of the Internal Revenue Code of 1986, as amended, which disallows a federal income tax deduction with respect to compensation paid in excess of $1 million in any one year to 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 tax gross up provisions regarding excess parachute payments made in connection with transactions subject to 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 equity incentive plans in accordance with U.S. generally accepted accounting principles.

  97. Summary Compensation Table

    Summary Compensation Table The following table contains certain information about the compensation that our NEOs earned in fiscal year 2025, fiscal year 2024, and fiscal year 2023. 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.

  98. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Vincent Roche Chief Executive Officer and Chair of the Board of Directors | 2025 | $1,200,000 | $— | $22,002,279 | $3,864,000 | $389,986 | $27,456,265 | | | 2024 | $1,137,692 | $— | $19,999,288 | $628,707 | $670,928 | $22,436,615 | | | 2023 | $1,128,846 | $— | $19,997,672 | $4,071,924 | $345,193 | $25,543,635 | | Richard C. Puccio, Jr.(5) Executive Vice President and Chief Financial Officer | 2025 | $683,846 | $— | $5,650,854 | $1,376,240 | $59,673 | $7,770,613 | | | 2024 | $476,731 | $500,000 | $15,498,994 | $119,505 | $575,072 | $17,170,302 | | Martin Cotter(6) Senior Vice President, Vertical Business Units | 2025 | $597,115 | $— | $4,800,590 | $961,356 | $52,769 | $6,411,830 | | Vivek Jain Executive Vice President, Global Operations and Technology | 2025 | $673,077 | $— | $5,650,854 | $1,354,567 | $70,047 | $7,748,545 | | | 2024 | $616,250 | $— | $5,250,121 | $212,844 | $65,000 | $6,144,215 | | | 2023 | $637,500 | $— | $5,249,301 | $1,424,075 | $52,200 | $7,363,076 | | Katsu Nakamura(7) Senior Vice President and Chief Customer Officer | 2025 | $492,386 | $— | $3,000,455 | $792,742 | $600,240 | $4,885,823 |

  99. Summary Compensation Table

    (1)For fiscal year 2025, our salary levels were determined in April and became effective May 4, 2025. The amounts represented in this table reflect salary earned during fiscal year 2025. (2)Amounts represent the aggregate grant date fair value of time-based RSUs and PRSUs granted in fiscal years 2025, 2024, and 2023. 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. Puccio, the 2024 amount includes a new-hire equity award with a grant date fair value of $9,998,966. 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 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 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 of the Financial Metric 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 included in our Annual Report on Form 10-K for the year ended November 1, 2025. The grant date fair value of awards at the maximum level of achievement for PRSUs included in this table for fiscal year 2025 is as follows: Mr. Roche, $33,003,617; Mr. Puccio, $7,346,149; Mr. Cotter, $6,240,758; Mr. Jain, $7,346,149; and Dr. Nakamura, $3,900,686.

  100. Summary Compensation Table

    | 2026 Proxy Statement | 59 |

  101. Summary Compensation Table

    (3)Reflects the amounts earned under our executive performance incentive plan with respect to performance for fiscal years 2025, 2024, and 2023. (4)The amounts shown in the “All Other Compensation” column for fiscal year 2025 are comprised of the following:

  102. Summary Compensation Table

    | Name | Company 401(k) and DCP Payments ($)(a) | Expatriate Assignment Payments ($)(b) | Corporate Aircraft Use(c) | Other(d) | Total ($) | | Vincent Roche | 96,000 | — | 267,073 | 26,913 | 389,986 | | Richard C. Puccio, Jr. | 54,673 | — | — | 5,000 | 59,673 | | Martin Cotter | 47,769 | — | — | 5,000 | 52,769 | | Vivek Jain | 53,847 | — | — | 16,200 | 70,047 | | Katsu Nakamura | 39,391 | 554,649 | — | 6,200 | 600,240 |

  103. 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 2025 were as follows: Messrs. Roche ($27,175, $7,680, and $61,145, respectively), Puccio ($25,200, $5,471, and $24,002, respectively), Cotter ($6,184, $33,817, and $7,769, respectively), and Jain ($28,000, $0, and $25,846, respectively), and Dr. Nakamura ($25,785, $7,202, and $6,404, respectively). (b)Amounts paid to Dr. Nakamura in fiscal year 2025 in connection with his expatriate assignment included: $10,677 for vehicle and parking lease fees; $47,283 for housing expenses; $38,794 for tax services; $372,722 for tax equalization payments; $53,873 for tax gross-ups; $10,923 for spousal travel; $14,675 for cost of living allowance; and $5,702 for other miscellaneous expenses. (c)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. (d)Amounts paid for a healthcare savings account for Mr. Jain and Dr. Nakamura, financial and tax planning services for Messrs. Roche and Jain, cyber and data privacy protection services for Messrs. Roche, Puccio, Cotter, Jain and Dr. Nakamura, and executive security for Mr. Roche. (5)Mr. Puccio joined ADI as Executive Vice President and Chief Financial Officer, effective February 5, 2024. (6)Mr. Cotter was appointed as Senior Vice President, Vertical Business Units. effective December 1, 2024 and was not an NEO in fiscal year 2024 or 2023. (7)Dr. Nakamura was appointed as Senior Vice President and Chief Customer Officer, effective November 3, 2024 and was not an NEO in fiscal year 2024 or 2023.

  104. Summary Compensation Table

    | 60 | Executive Compensation |

  105. Grants of Plan-Based Awards in Fiscal Year 2025

    Grants of Plan-Based Awards in Fiscal Year 2025 The following table presents information on plan-based awards granted in fiscal year 2025 to our NEOs:

  106. Grants of Plan-Based Awards in Fiscal Year 2025

    | | | 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 ($)(4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Vincent Roche | — | — | 2,400,000 | 6,000,000 | — | — | — | — | — | | | 4/8/2025 | — | — | — | — | 56,811 | 113,622 | — | 8,801,728 | | | 4/8/2025 | — | — | — | — | 42,655 | 85,310 | — | 7,700,081 | | | 4/8/2025 | — | — | — | — | — | — | 35,084 | 5,500,470 | | Richard C. Puccio, Jr. | — | — | 875,000 | 2,187,500 | — | — | — | — | — | | | 4/8/2025 | — | — | — | — | 12,767 | 25,534 | — | 1,977,991 | | | 4/8/2025 | — | — | — | — | 9,390 | 18,780 | — | 1,695,083 | | | 4/8/2025 | — | — | — | — | — | — | 12,615 | 1,977,780 | | Martin Cotter | — | — | 600,000 | 1,500,000 | — | — | — | — | — | | | 4/8/2025 | — | — | — | — | 10,846 | 21,692 | — | 1,680,371 | | | 4/8/2025 | — | — | — | — | 7,977 | 15,954 | — | 1,440,008 | | | 4/8/2025 | — | — | — | — | — | — | 10,717 | 1,680,211 | | Vivek Jain | — | — | 875,000 | 2,187,500 | — | — | — | — | — | | | 4/8/2025 | — | — | — | — | 12,767 | 25,534 | — | 1,977,991 | | | 4/8/2025 | — | — | — | — | 9,390 | 18,780 | — | 1,695,083 | | | 4/8/2025 | — | — | — | — | — | — | 12,615 | 1,977,780 | | Katsu Nakamura | — | — | 500,000 | 1,250,000 | — | — | — | — | — | | | 4/8/2025 | — | — | — | — | 6,779 | 13,558 | — | 1,050,270 | | | 4/8/2025 | — | — | — | — | 4,986 | 9,972 | — | 900,073 | | | 4/8/2025 | — | — | — | — | — | — | 6,698 | 1,050,112 |

  107. Grants of Plan-Based Awards in Fiscal Year 2025

    (1)The amounts shown 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 250% of the executive officer’s target variable cash incentive, which was the cap under the plan in fiscal year 2025. The actual amounts earned in fiscal year 2025 are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table and were as follows:

  108. Grants of Plan-Based Awards in Fiscal Year 2025

    | Name | Actual Payout under Non-Equity Incentive Plans for Fiscal Year 2025 | | Vincent Roche | $3,864,000 | | Richard C. Puccio, Jr. | $1,376,240 | | Martin Cotter | $961,356 | | Vivek Jain | $1,354,567 | | Katsu Nakamura | $792,742 |

  109. Grants of Plan-Based Awards in Fiscal Year 2025

    See Compensation Discussion and Analysis for a discussion of how these amounts were determined under our executive performance incentive plan.

  110. Grants of Plan-Based Awards in Fiscal Year 2025

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  111. Grants of Plan-Based Awards in Fiscal Year 2025

    (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, 2025 and ending on March 15, 2028. 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 March 15, 2028. 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 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 granted in April 2025 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, 2025. Dividends are not payable on unvested RSUs. (4)These amounts do not represent the actual amounts paid to or realized by the executives for these awards during the fiscal year. These amounts represent the grant date fair values of the RSUs and 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 on April 8, 2025 was $180.52. For the Financial Metric PRSUs granted on April 8, 2025, the risk-free rate was 3.88%, the dividend yield was 2.38%, and the grant date fair value per share was $154.93 for graded three-year vesting. 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. 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 8, 2025, the risk-free rate was 3.88%, the dividend yield was 2.38% and the grant date fair value per share was $156.78.

  112. Grants of Plan-Based Awards in Fiscal Year 2025

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  113. Outstanding Equity Awards at Fiscal Year-End 2025

    Outstanding Equity Awards at Fiscal Year-End 2025 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 November 1, 2025:

  114. Outstanding Equity Awards at Fiscal Year-End 2025

    | | | Option Awards | | | | | Stock Awards | | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date(1) | Number of Shares or Units/ Awards of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units/Awards of Stock That Have Not Vested ($)(3) | 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 ($)(3) | | Vincent Roche | 3/13/2019 | 100,803 | — | — | 108.08 | 3/13/2029 | — | — | — | | — | | | 3/11/2020 | 84,637 | — | — | 94.41 | 3/11/2030 | — | — | — | | — | | | 12/15/2020 | 460,000 | — | — | 144.06 | 12/15/2030 | — | — | — | | — | | | 3/10/2021 | 70,786 | — | — | 147.11 | 3/10/2031 | — | — | — | | — | | | 4/4/2022 | — | — | — | — | — | 8,349 | 1,954,751 | — | | — | | | 4/3/2023 | — | — | — | — | — | 24,134 | 5,650,493 | 29,113 | (4),(5) | 6,816,227 | | | 9/10/2024 | — | — | — | — | — | 17,856 | 4,180,625 | 65,170 | (4),(5) | 15,258,252 | | | 4/8/2025 | — | — | — | — | — | 35,084 | 8,214,217 | 99,466 | (4),(5) | 23,287,975 | | Richard C. Puccio, Jr. | 3/15/2024 | — | — | — | — | — | 35,414 | 8,291,480 | — | | — | | | 9/10/2024 | — | — | — | — | — | 6,875 | 1,609,644 | 15,551 | (4),(5) | 3,640,956 | | | 4/8/2025 | — | — | — | — | — | 12,615 | 2,953,550 | 22,157 | (4),(5) | 5,187,618 | | Martin Cotter | 3/8/2017 | 17,594 | — | — | 83.48 | 3/8/2027 | — | — | — | | — | | | 3/29/2018 | 20,552 | — | — | 91.13 | 3/29/2028 | — | — | — | | — | | | 3/13/2019 | 10,164 | — | — | 108.08 | 3/13/2029 | — | — | — | | — | | | 6/7/2019 | 7,512 | — | — | 108.08 | 3/13/2029 | — | — | — | | — | | | 3/11/2020 | 24,232 | — | — | 94.41 | 3/11/2030 | — | — | — | | — | | | 3/10/2021 | 14,158 | — | — | 147.11 | 3/10/2031 | — | — | — | | — | | | 4/4/2022 | — | — | — | — | — | 1,670 | 390,997 | — | (4),(5) | — | | | 4/3/2023 | — | — | — | — | — | 4,706 | 1,101,816 | 4,180 | (4),(5) | 978,663 | | | 9/10/2024 | — | — | — | — | — | 4,375 | 1,024,319 | 9,897 | (4),(5) | 2,317,185 | | | 4/8/2025 | — | — | — | — | — | 10,717 | 2,509,171 | 18,823 | (4),(5) | 4,407,029 | | Vivek Jain | 8/24/2021 | — | — | — | — | — | 2,290 | 536,158 | — | | — | | | 4/4/2022 | — | — | — | — | — | 2,783 | 651,584 | — | | — | | | 4/3/2023 | — | — | — | — | — | 7,378 | 1,727,411 | 6,550 | (4),(5) | 1,533,552 | | | 9/10/2024 | — | — | — | — | — | 6,563 | 1,536,595 | 14,844 | (4),(5) | 3,475,426 | | | 4/8/2025 | — | — | — | — | — | 12,615 | 2,953,550 | 22,157 | (4),(5) | 5,187,618 | | Katsu Nakamura | 3/3/2019 | 2,320 | — | — | 108.08 | 3/13/2029 | — | — | — | | — | | | 4/4/2022 | — | — | — | — | — | 557 | 130,410 | — | (4),(5) | — | | | 4/3/2023 | — | — | — | — | — | 1,066 | 249,583 | 208 | (4),(5) | 48,699 | | | 9/10/2024 | — | — | — | — | — | 1,251 | 292,897 | 673 | (4),(5) | 157,569 | | | 4/8/2025 | | | | | | 6,698 | 1,568,203 | 11,765 | (4),(5) | 2,754,539 |

  115. Outstanding Equity Awards at Fiscal Year-End 2025

    (1)The expiration date of each stock option award is ten years after its grant date. (2)The time-based RSUs granted in 2022 vest in four equal installments on each of the first, second, third and fourth anniversaries of March 15, 2022. 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 in April 2023 vest in four equal installments on the first, second, third and fourth anniversaries of March 15, 2023. The time-based RSUs granted in 2024 (other than those granted to Mr. Puccio on March 15, 2024) vest in four equal installments on the first, second, third, and fourth anniversaries of August 15, 2024. The time-based RSUs granted to Mr. Puccio on March 15, 2024 vest in three equal installments on the first, second and third anniversaries of March 15, 2024. The time-based RSUs granted in 2025 vest in equal installments on the first, second, third and fourth anniversaries of March 15, 2025. This column also includes Financial Metric PRSU awards granted in 2023 that were earned as of November 1, 2025, which continue to be subject to service-based vesting requirements until March 15, 2026.

  116. Outstanding Equity Awards at Fiscal Year-End 2025

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  117. Outstanding Equity Awards at Fiscal Year-End 2025

    (3)The market value was calculated based on $234.13, the closing price per share of our common stock on October 31, 2025, the last trading day of fiscal year 2025. (4)The number of shares, if any, earned under Relative TSR PRSU awards granted in 2023, 2024, and 2025 is contingent upon the achievement of pre-established performance parameters over a three-year performance period. For awards granted in 2023, the performance period began on March 15, 2023 and ends on March 15, 2026 and any shares earned will vest on March 29, 2026. For awards granted in 2024, the performance period began on August 15, 2024 and ends on August 15, 2027 and any shares earned will vest on August 29, 2027. For awards granted in 2025, the performance period began on March 15, 2025 and ends on March 15, 2028 and any shares earned will vest on March 29, 2028. (5)The number of shares, if any, earned under Financial Metric PRSU awards granted in 2023, 2024, and 2025 will vest on March 15, 2026, August 29, 2027, and March 15, 2028, respectively, subject to the level of attainment of the performance parameters achieved over the applicable three-year performance period.

  118. Option Exercises and Stock Vested During Fiscal Year 2025

    Option Exercises and Stock Vested During Fiscal Year 2025 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 2025:

  119. Option Exercises and Stock Vested During Fiscal Year 2025

    | | 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 | 80,000 | 10,406,356 | 123,060 | 25,811,056 | | Richard C. Puccio, Jr. | — | — | 19,998 | 4,278,882 | | Martin Cotter | — | — | 25,110 | 5,272,974 | | Vivek Jain | — | — | 48,141 | 10,062,283 | | Katsu Nakamura | 2,490 | 390,681 | 3,300 | 704,044 |

  120. Option Exercises and Stock Vested During Fiscal Year 2025

    (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.

  121. Non-Qualified Deferred Compensation Plan

    Non-Qualified Deferred Compensation Plan Since 1995, our executive officers and directors, along with certain members of 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. Each year, participants may elect the form of payment that they would receive with respect to any compensation deferred in that year if their employment with us terminates. Forms of payment include a single lump sum within 60 days of the termination or on the first or second anniversary of the termination, or annual installments over two to ten years. Alternatively, participants may elect to receive distributions on a specific payment date, either in a single lump sum or in annual installments over two to five years. Payments to our executive officers, including our NEOs, and key employees will be delayed six months or as otherwise required by relevant tax regulations.

  122. Non-Qualified Deferred Compensation Plan

    | 64 | Executive Compensation |

  123. Non-Qualified Deferred Compensation Plan

    The following table shows the non-qualified deferred compensation activity for the NEOs during fiscal year 2025.

  124. Non-Qualified Deferred Compensation for Fiscal Year 2025

    Non-Qualified Deferred Compensation for Fiscal Year 2025

  125. Non-Qualified Deferred Compensation for Fiscal Year 2025

    | 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 | 96,000 | 7,680 | 1,930,385 | — | 15,600,796 | | Richard C. Puccio, Jr. | 80,335 | 5,471 | 4,092 | — | 137,918 | | Martin Cotter | 421,196 | 33,817 | 499,086 | — | 2,947,114 | | Vivek Jain | — | — | — | — | — | | Katsu Nakamura | 90,026 | 7,202 | 517,668 | — | 4,394,031 |

  126. Non-Qualified Deferred Compensation for Fiscal Year 2025

    (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 2025. (3)Of the amounts in this column, the following amounts have also been reported in the Summary Compensation Table in the “All Other Compensation” column for fiscal years 2024 and 2023, representing the company’s contributions in those fiscal years:

  127. Non-Qualified Deferred Compensation for Fiscal Year 2025

    | Name | Previously Reported for Fiscal Year 2024 ($)(1) | Previously Reported for Fiscal Year 2023 ($)(1) | | Vincent Roche | 7,650 | 7,508 | | Richard C. Puccio, Jr. | 3,505 | — | | Martin Cotter | — | — | | Vivek Jain | — | — | | Katsu Nakamura | — | — |

  128. Non-Qualified Deferred Compensation for Fiscal Year 2025

    (1)Messrs. Puccio and Cotter and Dr. Nakamura were not NEOs in fiscal year 2023. Mr. Cotter and Dr. Nakamura were not NEOs in fiscal year 2024. Mr. Jain did not defer any of his compensation in fiscal year 2023 or 2024.

  129. 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, 2006 Plan, and 1996 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 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) any remaining unvested equity awards would vest. 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.

  130. Potential Payments Upon Change in Control

    | 66 | Executive Compensation |

  131. Potential Payments Upon Termination, Death, or Disability

    Potential Payments Upon Termination, 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 November 1, 2025. 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 November 1, 2025. 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.

  132. Potential Payments Upon Termination, 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) | $11,553,360 | $— | $— | | Value of Accelerated Vesting of Equity Awards(3)(4) | $72,861,958 | $65,365,977 | $65,365,977 | | Value of Medical and Other Benefits(5) | $16,228 | $— | $— | | Excise Tax Gross Up(6) | $30,648,970 | $— | $— | | Total | $118,668,516 | $65,365,977 | $65,365,977 | | Richard C. Puccio, Jr. | | | | | Cash Severance(1) | $2,093,000 | $— | $— | | Variable Cash Incentive(2) | $4,114,958 | $— | $— | | Value of Accelerated Vesting of Equity Awards(3)(4) | $21,683,248 | $21,683,248 | $21,683,248 | | Value of Medical and Other Benefits(5) | $3,382 | $— | $— | | Excise Tax Gross Up | $— | $— | $— | | Total | $27,894,588 | $21,683,248 | $21,683,248 | | Martin Cotter | | | | | Cash Severance(1) | $1,794,000 | $— | $— | | Variable Cash Incentive(2) | $2,874,454 | $— | $— | | Value of Accelerated Vesting of Equity Awards(3)(4) | $13,828,420 | $12,729,695 | $12,729,695 | | Value of Medical and Other Benefits(5) | $29,018 | $— | $— | | Excise Tax Gross Up | $— | $— | $— | | Total | $18,525,892 | $12,729,695 | $12,729,695 | | Vivek Jain | | | | | Cash Severance(1) | $2,093,000 | $— | $— | | Variable Cash Incentive(2) | $4,050,155 | $— | $— | | Value of Accelerated Vesting of Equity Awards(3)(4) | $19,323,685 | $17,601,912 | $17,601,912 | | Value of Medical and Other Benefits(5) | $34,682 | $— | $— | | Excise Tax Gross Up | $— | $— | $— | | Total | $25,501,522 | $17,601,912 | $17,601,912 | | Katsu Nakamura | | | | | Cash Severance(1) | $1,495,000 | $— | $— | | Variable Cash Incentive(2) | $2,370,299 | $— | $— | | Value of Accelerated Vesting of Equity Awards(3)(4) | $5,295,786 | $5,202,085 | $5,202,085 | | Value of Medical and Other Benefits(5) | $48,923 | $— | $— | | Excise Tax Gross Up | $— | $— | $— | | Total | $9,210,008 | $5,202,085 | $5,202,085 |

  133. Potential Payments Upon Termination, Death, or Disability

    | 2026 Proxy Statement | 67 |

  134. Potential Payments Upon Termination, 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. (3)The value of accelerated unvested options as of November 1, 2025 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 ($234.13 on October 31, 2025) 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 if the termination event occurs prior to the end of the performance period for the applicable award and (ii) vesting at the level of achievement actually certified by the Compensation and Talent Committee, if the termination event occurs after the end of the applicable performance period for the award. (4)As of November 1, 2025, upon termination by us without cause or by the NEO for good reason after a change in control event, (i) each of the NEOs would be entitled to acceleration of vesting of all outstanding unvested 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 time-based RSUs granted under our 1996 Plan. As of November 1, 2025, in the event of the NEO’s death, each of the NEOs would be entitled to acceleration of vesting of all outstanding unvested time-based RSUs and PRSUs granted under our 2020 Plan, our 2006 Plan, and our 1996 Plan, as applicable. As of November 1, 2025, in the event of the NEO’s permanent disability, each of the NEOs would be entitled to acceleration of vesting of all outstanding unvested time-based RSUs and PRSUs granted under our 2020 Plan and our 2006 Plan, as applicable. (5)Amounts include life, disability, dental, accident, vision, and group health insurance benefit continuation for 24 months after a termination in connection with a change in control. The annual benefit costs for each executive are: $8,144 for Mr. Roche, $1,691 for Mr. Puccio, $14,509 for Mr. Cotter, $17,341 for Mr. Jain, and $24,462 for Dr. Nakamura. (6)In calculating the excise tax gross-up amount, 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 time-based RSUs and PRSUs that become vested upon a change in control (using the fiscal year 2025 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.

  135. 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 2025 as we used for our fiscal year 2024 calculation included in our proxy statement for that fiscal year. 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 (excluding our CEO) in fiscal year 2024 and to determine such employee’s annual total compensation, we used the following methodology and material assumptions, adjustments, and estimates: uWe selected November 2, 2024 as the date upon which we would identify the “median employee.” 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 (excluding our CEO), 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 2025 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 (November 1, 2025), to convert foreign currency to U.S. dollars. For fiscal year 2025, the annual total compensation of the same median employee was $51,411. The annual total compensation of our CEO for fiscal year 2025 was $27,456,265, 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 534 to 1.

  136. CEO Pay Ratio

    | 68 | Executive Compensation |

  137. 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 programs 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 our last five most recently completed fiscal years. 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.

  138. Pay Versus Performance Table

    Pay Versus Performance Table

  139. 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) | | 2025 | $27,456,265 | $54,018,907 | | $6,704,203 | | $12,298,348 | $215.75 | $274.22 | $2,267 | 41.9% | | 2024 | $22,436,615 | $64,878,229 | | $7,910,670 | | $19,814,793 | $204.26 | $181.36 | $1,635 | 40.9% | | 2023 | $25,543,635 | $27,377,381 | | $8,288,714 | | $8,309,933 | $142.97 | $131.46 | $3,315 | 48.9% | | 2022 | $22,098,295 | $11,380,249 | | $14,285,882 | | $17,099,323 | $126.62 | $122.16 | $2,749 | 49.4% | | 2021 | $30,824,323 | $59,568,116 | | $6,010,914 | | $10,201,627 | $148.90 | $167.86 | $1,390 | 42.4% |

  140. Pay Versus Performance Table

    (1)Vincent Roche is the PEO for each covered fiscal year. The non-PEO NEOs reflect the following individuals in each fiscal year: 2025: Richard Puccio Jr., Martin Cotter, Vivek Jain, Katsu Nakamura 2024: Richard Puccio Jr., Gregory Bryant, Vivek Jain, Anelise Sacks, James Mollica 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 adjustments from total compensation reported in the Summary Compensation Table in the table below.

  141. Pay Versus Performance Table

    | | 2025 | | 2024 | | 2023 | | 2022 | | 2021 | | | | PEO ($) | Average of non-PEO NEOs ($) | PEO ($) | Average of non-PEO NEOs ($) | PEO ($) | Average of non-PEO NEOs ($) | PEO ($) | Average of non-PEO NEOs ($) | PEO ($) | Average of non-PEO NEOs ($) | | Summary Compensation Table Total | 27,456,265 | 6,704,203 | 22,436,615 | 7,910,670 | 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 | (22,002,279) | (4,775,688) | (19,999,288) | (6,930,814) | (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 | 45,756,195 | 9,545,161 | 21,619,188 | 7,651,058 | 10,652,649 | 3,394,259 | 17,591,835 | 13,943,196 | 37,910,145 | 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 | 7,385,810 | 1,314,575 | 32,815,641 | 3,698,421 | 3,797,427 | 1,460,174 | (10,818,041) | 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 | (4,577,084) | (489,903) | 8,006,073 | 7,485,458 | 7,381,342 | 1,128,602 | (2,491,667) | (130,992) | 3,331,874 | 537,918 | | Compensation Actually Paid (as calculated) | 54,018,907 | 12,298,348 | 64,878,229 | 19,814,793 | 27,377,381 | 8,309,933 | 11,380,249 | 17,099,323 | 59,568,116 | 10,201,627 |

  142. Pay Versus Performance Table

    | 2026 Proxy Statement | 69 |

  143. 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 November 1, 2025. 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 price 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 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 B of this Proxy Statement.

  144. Pay Versus Performance: Graphical Description

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

  145. Pay Versus Performance: Graphical Description

    | 70 | Executive Compensation |

  146. Board of Directors

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