DEF 14A of Teradyne, Inc
Filed Mar 27, 2026 · FY20250001193125-26-127504
Director Nominees
Director Nominees
Director Nominees
| | | Committee Membership | | | | Name, Age and Primary Occupation | Director Since | AC | CC | NCGC | | Andrew "Drew" C. Henry, 64 Executive VP, Physical AI Business Unit, Strategy and Ecosystems, Arm Holdings | 2025 | | | | | Peter Herweck, 59 Former CEO, Schneider Electric SE | 2020 | | | | | Mercedes Johnson, 72 Former CFO, Avago Technologies | 2014 | | | | | Ernest E. Maddock, 67 Former CFO, Micron Technology | 2022 | | | | | Marilyn Matz, 72 CEO & Board Chair, Paradigm4, Inc. | 2017 | | | | | Dr. Necip Sayiner, 60 Former EVP and General Manager, Renesas Electronics | 2025 | | | | | Gregory S. Smith, 63 President, CEO and a director of Teradyne | 2023 | | | | | Paul J. Tufano, 72 Former CEO, Benchmark Electronics, Inc. | 2005 | | | | | Bridget van Kralingen, 62 Partner, Motive Partners | 2024 | | | |
Director Nominees
| Independent | Member | Chair | | Independent Chair of the Board | | |
Director Nominees
| Proposal No. 2 | Advisory Vote on Compensation of Named Executive Officers The Board recommends a vote FOR the advisory resolution approving the compensation of the Company’s named executive officers as described in this proxy statement. | See page 36 for further information. |
Nominating and Corporate Governance Committee
Nominating and Corporate Governance Committee
Nominating and Corporate Governance Committee
| Current Members Marilyn Matz (Chair) Drew Henry Peter Herweck Bridget van Kralingen Mr. Tufano served as a member of the Nominating and Corporate Governance Committee until May 2025. Mr. Henry was appointed to the Nominating and Corporate Governance Committee in July 2025. Independence The Nominating and Corporate Governance Committee has four members, all of whom have been determined by the Board to be independent pursuant to SEC rules and Nasdaq listing standards, as well as Teradyne’s independence standards. Meetings Four meetings during fiscal year 2025. | Responsibilities The Nominating and Corporate Governance Committee’s primary responsibilities, discussed in greater detail in its charter (available on our website at www.teradyne.com under “Investor Relations”), include, among other things: • identifying individuals qualified to become Board members and considering nominees proposed by shareholders; • recommending to the Board the nominees for election or re-election as directors at the annual meeting of shareholders; • developing and recommending to the Board a set of corporate governance principles; • overseeing and advising the Board with respect to corporate governance matters, including those related to the Company's use of artificial intelligence; • assisting the Board with reviewing and overseeing the Company’s sustainability strategy, goals and initiatives; • reviewing the Company’s succession plans with respect to the Chief Executive Officer and other senior executives; • overseeing the Company's political activities, contributions to trade associations, and reporting of its political expenditures; and • overseeing the evaluation of the Board. | | 2025 Average Nominating and Corporate Governance Committee Meeting Attendance | | | 100% | |
Nominating and Corporate Governance Committee
The Board presently consists of nine members, eight of whom are independent directors. The current terms of the directors expire at the Annual Meeting. The Board, based on the recommendation of the Nominating and Corporate Governance Committee, has nominated all current directors for re-election. If elected, each director will hold office until the 2027 Annual Meeting of Shareholders (the “2027 Annual Meeting”) and until his or her successor shall have been duly elected and qualified. Teradyne has no reason to believe that any of the nominees will be unable to serve; however, if any nominee is unable to serve or for good cause will not serve as a director, the discretionary authority provided in the enclosed proxy will be exercised to vote for a substitute candidate designated by the Board, unless the Board chooses to reduce its own size. As of the Record Date, the size of the Board was fixed at nine members. The following table sets forth information regarding the nominees to be elected at the Annual Meeting.
Nominating and Corporate Governance Committee
| Name, Age and Primary Occupation | Director Since | Other Noteworthy Experience | Other Current Public Company Boards | | Andrew “Drew” C. Henry, 64 Executive VP of Arm Holdings | 2025 | Other executive and senior leadership roles with Arm Holdings since 2017 | | | Peter Herweck, 59 Former CEO of Schneider Electric SE | 2020 | Former CEO of the AVEVA Group plc Former EVP of Schneider Electric’s global Industrial Automation business | | | Mercedes Johnson, 72 Former CFO, Avago Technologies | 2014 | Former Interim CFO of Intersil Corporation Former CFO of Lam Research Corporation | Synopsys, Inc. Analog Devices, Inc. | | Ernest E. Maddock, 67 Former CFO, Micron Technology | 2022 | Former CFO of Riverbed Technology, Inc. Former CFO of Lam Research Corporation | Ultra Clean Holdings, Inc. Avnet, Inc. Ouster, Inc. | | Marilyn Matz, 72 CEO & Board Chair, Paradigm4, Inc. | 2017 | Co-founder of Paradigm4, Inc. Co-founder of Cognex Corporation | | | Dr. Necip Sayiner, 60 Former EVP and General Manager, Renesas Electronics | 2025 | Former CEO of Intersil Corporation Former CEO of Silicon Laboratories | Sandisk Technologies, Inc. Axcelis Technologies, Inc. Rambus Inc. | | Gregory S. Smith, 63 President, CEO and a director of Teradyne | 2023 | Former President of Robotics at Teradyne Former President of the Semiconductor Test Business of Teradyne | Technoprobe S.p.A. | | Paul J. Tufano, 72 Former CEO, Benchmark Electronics, Inc. | 2005 | Former CFO of Alcatel-Lucent Former CFO of Solectron Corporation | EnerSys | | Bridget van Kralingen, 62 Partner, Motive Partners | 2024 | Former CEO of IBM’s Global Markets and Global Consulting Divisions Former Managing Partner, US Financial Services with Deloitte Consulting Former Director, Royal Bank of Canada | Travelers Insurance Discovery Limited Schrödinger |
Nominating and Corporate Governance Committee
| | Independent | | Independent Chair of the Board |
Nominating and Corporate Governance Committee
The following sets forth the principal occupation of the nominees to be elected at the Annual Meeting during at least the past five years, any other public company boards on which the nominee serves or has served in the past five years, and the nominee’s qualifications to serve on the Board.
Nominating and Corporate Governance Committee
| Andrew “Drew” C. Henry Executive Vice President, Physical AI Business Unit; Executive Vice President, Strategy and Ecosystems Independent Director | | | Peter Herweck Former Chief Executive Officer of Schneider Electric SE Independent Director | | | | Director Since | Age | Committees | Director Since | Age | Committees | | 2025 | 64 | Compensation, Nominating & Governance | 2020 | 59 | Compensation (Chair), Nominating & Governance | | Professional Experience | | | Professional Experience | | | | Mr. Henry serves as the Executive Vice President, Physical AI Business Unit and as Executive Vice President, Strategy and Ecosystems of Arm Holdings, a semiconductor and software design company, since January 2026 and March 2023, respectively. Mr. Henry has served in various executive vice president and senior leadership roles at Arm Holdings in strategy, marketing and operations since 2017. Prior to this, Mr. Henry served as CEO at Acetti Software from 2016 through 2017. Director Qualifications Mr. Henry contributes valuable executive experience with over 30 years of deep industry experience across the semiconductor, computing and technology sectors, with a focus on strategic growth, platform development, and operational execution. Other Current Public Company Directorships None | | | Mr. Herweck served as the Chief Executive Officer of Schneider Electric, an energy management and industrial automation company, from May 2023 through November 2024. Prior to serving as Schneider Electric’s Chief Executive Officer, Mr. Herweck served as Chief Executive Officer of the AVEVA Group plc, a technology consulting company, from May 2021 to March 2023. Prior to AVEVA Group, Mr. Herweck served as Executive Vice President of Schneider Electric’s global Industrial Automation business and on Schneider Electric’s Executive Committee from October 2016 to April 2021. Director Qualifications Mr. Herweck contributes valuable executive experience within the global industrial automation industry as well as extensive knowledge of the issues affecting complex industrial automation companies. Other Current Public Company Directorships None Former Public Company Directorships Held in Last Five Years • AVEVA Group plc (March 2018 to January 2023) | | |
Nominating and Corporate Governance Committee
| Mercedes Johnson Former Chief Financial Officer, Avago Technologies Independent Director | Ernest E. Maddock Former CFO, Micron Technology Independent Director |
Nominating and Corporate Governance Committee
| Director Since | Age | Committees | Director Since | Age | Committees | | 2014 | 72 | Audit (Chair) | 2022 | 67 | Audit | | Professional Experience | | | Professional Experience | | | | Ms. Johnson served as Interim Chief Financial Officer of Intersil Corporation, a semiconductor company, from April 2013 to September 2013 and as Senior Vice President and Chief Financial Officer of Avago Technologies Limited, a semiconductor design company, from December 2005 to August 2008. Prior to joining Avago, Ms. Johnson was Senior Vice President, Finance, of Lam Research Corporation from June 2004 to January 2005 and Chief Financial Officer of Lam from May 1997 to May 2004. Director Qualifications Ms. Johnson contributes valuable industry and operational experience as a former senior financial executive at semiconductor and semiconductor equipment companies as well as a current member of the boards of directors of global technology companies. Other Current Public Company Directorships • Synopsys, Inc., since February 2017 • Analog Devices, Inc., since August 2021 | | | Mr. Maddock served as Senior Vice President and Chief Financial Officer of Micron Technology, Inc., a semiconductor manufacturer, from 2015 until his retirement in 2018. Prior to that, he served as Executive Vice President and Chief Financial Officer of Riverbed Technology, Inc. from 2013 to 2015. From 1997 to 2013, Mr. Maddock served in various roles at Lam Research Corporation, culminating in the position of Chief Financial Officer from 2008 to 2013. Director Qualifications Mr. Maddock contributes over 35 years of experience in the technology industry serving in operations, technology and finance roles including 10 years as a public company Chief Financial Officer. Other Current Public Company Directorships • Ultra Clean Holdings, Inc., since June 2018 • Avnet, Inc., since August 2021 • Ouster, Inc., since January 2022 | | | | Former Public Company Directorships Held in Last Five Years | | | | | | | • Maxim Integrated Products (September 2019 to August 2021) • Millicom International Cellular S.A. (May 2019 to May 2023) | | | | | |
Nominating and Corporate Governance Committee
| Marilyn Matz CEO & Board Chair, Paradigm4, Inc. Independent Director | | | Dr. Necip Sayiner Former Executive Vice President and General Manager, Renesas Electronics Independent Director | | | | Director Since | Age | Committees | Director Since | Age | Committees | | 2017 | 72 | Compensation, Nominating & Governance (Chair) | 2025 | 60 | Audit | | Professional Experience | | | Professional Experience | | | | Ms. Matz is a co-founder of Paradigm4, Inc., a tech-enabled data science company, and has served as Chief Executive Officer and Chair of the Board of Directors since December 2009. Previously, Ms. Matz was a co-founder of Cognex Corporation where she held a variety of leadership positions in engineering and business operations from March 1981 to December 2008 including her final role as Senior Vice President and Business Unit Manager of its PC Vision Products Group. Director Qualifications Ms. Matz contributes valuable technical expertise and leadership experience from more than 40 years in automation, machine vision and software analytics related industries. Other Current Public Company Directorships None | | | Dr. Sayiner was most recently the Executive Vice President of Renesas Electronics Corporation from February 2017 to March 2019 and the President of Renesas Electronics America from July 2017 to March 2019. Previously, he was the President, Chief Executive Officer and a Director of Intersil Corporation from March 2013 until its acquisition by Renesas Electronics Corporation in February 2017. Prior to Intersil, from September 2005 to April 2012, he served as President and Chief Executive Officer, and Director of Silicon Laboratories. Dr. Sayiner served as Chairman of the Semiconductor Industry Association, or SIA, from December 2015 to November 2016 and as Vice Chairman from November 2014 to December 2015. Director Qualifications Dr. Sayiner brings over 25 years of leadership experience in the semiconductor industry with a track record of value creation. Dr. Sayiner has deep technical expertise and leadership experience across networking and analog mixed signal, driving targeted growth through end market diversification. Other Current Public Company Directorships • Sandisk Technologies, Inc., since February 2025 • Axcelis Technologies, Inc,, since February 2024 • Rambus Inc., since October 2019 Former Public Company Directorships Held in Last Five Years • Power Integrations (April 2018 to May 2023) | | |
Nominating and Corporate Governance Committee
| Gregory S. Smith President, Chief Executive Officer, and Director Executive Director | | | Paul J. Tufano Former CEO, Benchmark Electronics, Inc. Independent Chair of the Board | | | | Director Since | Age | Committees | Director Since | Age | Committees | | 2023 | 63 | - | 2005 | 72 | Audit | | Professional Experience | | | Professional Experience | | | | Mr. Smith is President and Chief Executive Officer of Teradyne. Mr. Smith was President of Robotics at Teradyne from October 2020 through July 2023. Prior to leading Robotics, Mr. Smith was President of the Semiconductor Test Business, Teradyne’s largest operating segment, from February 2016 to October 2020. Mr. Smith began his career at Raytheon as a test engineer and held numerous engineering and management roles in the semiconductor test industry before joining Teradyne in 2006. Director Qualifications Mr. Smith contributes valuable executive experience from his 19 years in multiple management roles, including as President and Chief Executive Officer of Teradyne. Other Current Public Company Directorships • Technoprobe S.p.A., since May 2024 | | | Mr. Tufano served as President and Chief Executive Officer of Benchmark Electronics, Inc., an engineering design and advanced manufacturing services company, from September 2016 to March 2019. Mr. Tufano served as Chief Financial Officer of Alcatel-Lucent from December 2008 to September 2013 and Chief Operating Officer of Alcatel-Lucent from January 2013 to September 2013. He was Executive Vice President of Alcatel-Lucent from December 2008 to January 2013. He also served as a consultant for Alcatel-Lucent from September 2013 to April 2014. Mr. Tufano was Executive Vice President and Chief Financial Officer of Solectron Corporation from January 2006 to October 2007 and Interim Chief Executive Officer from February 2007 to October 2007. Prior to joining Solectron, Mr. Tufano worked at Maxtor Corporation where he was President and Chief Executive Officer from February 2003 to November 2004, Executive Vice President and Chief Operating Officer from April 2001 to February 2003 and Chief Financial Officer from July 1996 to February 2003. From 1979 until he joined Maxtor Corporation in 1996, Mr. Tufano held a variety of management positions in finance and operations at International Business Machines Corporation. Director Qualifications Mr. Tufano contributes widespread knowledge of the issues confronting complex technology and manufacturing companies and extensive financial reporting and operational expertise. Other Current Public Company Directorships • EnerSys, since April 2015 | | |
Nominating and Corporate Governance Committee
| Bridget van Kralingen Partner, Motive Partners Independent Director | | | | Director Since | Age | Committees | | 2024 | 62 | Compensation, Nominating & Governance | | Ms. van Kralingen has been a Partner at Motive Partners, a private equity firm, since November 2022. Prior to Motive Partners, she served in various leadership positions at IBM Corporation, a technology and consulting company, from April 2004 through December 2021, including most recently leading IBM’s Global Sales and Markets Division. Before joining IBM in 2004, Ms. van Kralingen served as Managing Partner, US Financial Services with Deloitte Consulting. Director Qualifications Ms. van Kralingen contributes extensive global business experience as a former executive of a global technology company and has significant expertise in information technology services, international operations, and global sales and business development. Other Current Public Company Directorships • Travelers Insurance, since January 2022 • Discovery Limited, since June 2022 • Schrödinger, since February 2025 Former Public Company Directorships Held in Last Five Years • Royal Bank of Canada, June 2011 to April 2024 | | |
Director Compensation
Director Compensation
Director Compensation Highlights
Director Compensation Highlights • Fees for service on the Board and service as chair or a committee chair • Emphasis on equity in the overall compensation mix • Full-value equity grants with time-based vesting • No performance-based equity awards or perquisites • Robust stock ownership guidelines and deferral program to facilitate stock ownership • Shareholder-approved limits on non-employee director compensation • Policies prohibiting hedging and pledging by our directors Teradyne uses a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve on the Board. Every year, Compensia, Inc. (“Compensia”), the Compensation Committee’s independent compensation consulting firm, conducts an analysis of director compensation, including a review of benchmark data, and reports to the Compensation Committee any recommendations regarding director compensation. The Compensation Committee considers Compensia’s annual input as part of its annual review of director compensation. Non-employee directors’ compensation is determined by the Board at the recommendation of the Compensation Committee. Directors who are employees of Teradyne receive no compensation for their service as a director.
Shareholder-Approved Limits on Non-Employee Director Compensation
Shareholder-Approved Limits on Non-Employee Director Compensation The Equity Plan limits the aggregate amount or value, as applicable, of total annual cash and equity compensation that may be paid or granted, as applicable, to each non-employee director to an amount not to exceed $750,000.
Director Compensation Table for 2025
Director Compensation Table for 2025 The table below summarizes the compensation Teradyne paid to non-employee directors for the fiscal year ended December 31, 2025.
Director Compensation Table for 2025
| Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2)(3) | Total ($) | | Ford Tamer(4) | $22,500 | $— | $22,500 | | Peter Herweck | $110,000 | $230,015 | $340,015 | | Mercedes Johnson | $120,000 | $230,015 | $350,015 | | Ernest E. Maddock | $90,000 | $230,015 | $320,015 | | Marilyn Matz | $105,000 | $230,015 | $335,015 | | Paul J. Tufano | $190,000 | $230,015 | $420,015 | | Bridget A. van Kralingen | $90,000 | $230,015 | $320,015 | | Necip Sayiner | $67,500 | $195,973 | $263,473 | | Drew Henry | $67,500 | $195,973 | $263,473 |
Director Compensation Table for 2025
(1) The amounts reported in the “Fees Earned or Paid in Cash” column represent the amount of fees earned by each director even if deferred. The non-employee directors were compensated at the rate of $90,000 per year through December 31, 2025. Ms. Johnson received an additional $30,000 as Chair of the Audit Committee. Mr. Herweck received an additional $20,000 as Chair of the Compensation Committee. Ms. Matz received an additional $15,000 as Chair of the Nominating and Corporate Governance Committee. For service as Chair of the Board, Mr. Tufano received an additional $100,000 per year. Mr. Tufano and Mr. Herweck elected to defer receipt of their cash fees for 2025 and have the fees invested into a DSU account. (2) The amounts reported in the “Stock Awards” column represent the grant date fair value of the annual 2025 restricted stock unit awards calculated in accordance with FASB ASC Topic 718, disregarding the effects of estimated forfeitures. For a discussion of the assumptions underlying this valuation, please see Note R to the Consolidated Financial Statements included in the Company’s 2025 Form 10-K. (3) As of December 31, 2025, each non-employee director other than Mr. Henry and Dr. Sayiner held 2,971 restricted stock units with an expected vesting date of May 8, 2026. As of December 31, 2025, Mr. Henry and Dr. Sayiner each held 2,132 restricted stock units with an expected vesting date of May 8, 2026. In addition to their restricted stock units, as of December 31, 2025, Mr. Herweck held 11,277 DSUs, Mr. Maddock held 4,424 DSUs, and Mr. Tufano held 56,328 DSUs. (4) Mr. Tamer’s board service ended at the last Annual Shareholder Meeting on May 9, 2025. The Board recommends a vote FOR the election to the Board of each of the director nominees.
Fiscal 2025 Compensation Highlights
Fiscal 2025 Compensation Highlights For 2025, the performance-based compensation for the Company’s named executive officers was tied to the Company’s PBIT, two-year rolling revenue growth rate, vital goals, and relative TSR. As discussed below, while the Compensation Committee established challenging performance goals for 2025, the strong business environment and Teradyne's 2025 results resulted in above‑target performance and above‑target payouts for Teradyne’s named executive officers. Further, as a result of our performance against our three-year 2023 performance-based restricted stock units ("PSUs") targets, Teradyne’s named executive officers who received a PSU grant in 2023 earned 136.71% of their 2023 target PSUs following the conclusion of the 2023 to 2025 performance period.
Our Compensation Philosophy
| Pay For Performance | Link executive officer compensation closely to corporate performance and reward an appropriate balance of near- and long-term results | | Competitive Excellence | Encourage competitive excellence of Teradyne’s products and services and motivate executive officers to exceed financial and operational targets | | Risk Management | Motivate executive officers to achieve our short-term and long-term operating and financial goals without encouraging excessive or inappropriate risk taking | | Shareholder Alignment | Align the interests of executive officers with the interests of our shareholders | | Attract and Retain | Attract and retain qualified executive officers |
2025 Executive Compensation Summary
2025 Executive Compensation Summary The four core elements of our named executive officer direct compensation are base salary, an annual variable cash incentive opportunity, an annual profit bonus opportunity (as applicable and described in detail below) and annual equity awards. The graphic below reflects the approximate general distribution of these four core elements of named executive officer target total direct compensation awarded during 2025. For purposes of the charts below, performance-based restricted stock units are valued based on target level of achievement.
Compensation Practices and Governance Policies
| What We Do | What We Don’t Do | | Pay for Performance. Performance-based pay represents a significant portion of our named executive officers’ target direct compensation Balanced Mix of Short- and Long-Term Compensation. Appropriate balance between short-term and long-term compensation to discourage short-term risk taking at the expense of long-term results Double-Trigger Change in Control Benefits. Our named executive officer change of control agreements are “double-trigger” Clawback Policy. We maintain a clawback policy for the recovery of incentive compensation paid to executive officers in the event of a financial restatement that is compliant with Nasdaq listing standards and SEC requirements Robust Stock Ownership Guidelines. Executive officer stock ownership guidelines require significant ownership. Beginning in fiscal year 2025, the executive officer stock ownership guidelines for our CEO, CFO and President, Semiconductor Test were made even more stringent Independent Compensation Committee. Our Compensation Committee is composed solely of independent directors Independent Compensation Consultant. Our Compensation Committee directly retains Compensia as an independent compensation consultant Annual Advisory Say-on-Pay Vote. We hold an annual advisory say-on-pay vote and approximately 95% of votes cast approved the compensation of our named executive officers in 2024 | No Excessive Risks. Annual risk assessment of executive compensation program to ensure no excessive risk taking No Single Trigger Vesting. Equity awards will not automatically accelerate in the event of a Change of Control No Excessive Change in Control Payments. Cash change in control payments do not exceed two times annual model cash incentive compensation No Excise Tax Gross Ups. We do not provide for “golden parachute” excise tax gross ups No Excessive Perks. We do not provide any excessive perquisites to our named executive officers No Hedging or Pledging. All employees, including our named executive officers and our directors, are prohibited from engaging in hedging or pledging our stock as collateral for a loan No Dividend Payments on Unvested Awards. Dividends and dividend equivalents will only be paid out when awards vest No Repricing or Cash-out of Underwater Options. Our Equity and Cash Compensation Incentive Plan forbids the repricing and cash-out of underwater options without shareholders approval |
2025 Executive Compensation
| | | Core Compensation Element | Purpose | Key Characteristics | | | | | | | | | | Base Salary | • Compensates our executive officers for expected levels of day-to-day performance | • Reflects expertise and scope of responsibilities in a competitive market for executive talent | | | | | | | | | | Annual Variable Cash Opportunity | • Aligns executive officer performance with near-term financial and organizational objectives | • Multiple measurable performance metrics: ▪ Including financial and organizational performance metrics • Requires significant levels of achievement before payments are earned | | | | Annual Profit Bonus Award Opportunity | • Allows eligible employees to participate in our growth by encouraging performance that increases profit | • Payout is based on the annual PBIT percentage (non-GAAP profit before interest and taxes) for the combined Semiconductor Test and Product Test (excluding Wireless Test) results measured against peer profitability targets • Each division excluded from the Profit Bonus Plan, including Robotics, is eligible to receive a profit-sharing or growth plan cash incentive based on certain specified financial goals | | | | | | | | | | Annual Performance-based RSUs | • Aligns interests of executive officers with long-term shareholder interests through incentivizing PBIT and relative stock price growth over a multi-year performance period • Modifier helps align payouts with shareholder experience • Encourages retention | • 50% of the performance-based RSUs vest based upon the determination of Teradyne’s TSR performance relative to the New York Stock Exchange Composite Index over a three-year performance period • 50% of the performance-based RSUs vest based on three-year cumulative PBIT | | | | Annual Time-based RSUs | • Aligns interests of executive officers with long-term shareholder interests as their value is tied to stock price growth • Encourages retention | • Four-year vesting subject to continued employment | | | | Stock Options | • Aligns interests of executive officers with long-term shareholder interests through incentivizing long-term stock price growth as stock options only become valuable if the stock price increases from the grant date • Encourages retention | • Four-year vesting subject to continued employment • Expire seven years after the applicable grant date |
Variable Cash Compensation Program
(1) Teradyne is not disclosing the specific performance target levels for these goals in this Compensation Discussion and Analysis section because they represent confidential, commercially sensitive information that Teradyne does not disclose to the public and it believes, if disclosed, would cause competitive harm. The target levels for such performance measures, such as product development, market share, new product introductions and margin goals for new and existing products, are inherently competitive and, if disclosed, would provide valuable insight into specific customers, markets and areas where Teradyne is focusing. In establishing the threshold, target and maximum two-year rolling revenue growth rate and PBIT rate achievement goals, the Compensation Committee reviewed the 2024 revenue growth rate and PBIT rate of all companies in the S&P 500, our 2025 peer group (as further described in the section below entitled “Competitive Positioning”) and the additional semiconductor companies described in the table below (collectively, the “VC Comparison Group”). After consultation with its independent compensation consultant, the Compensation Committee set the threshold, target and maximum two-year rolling revenue growth rate and PBIT rate achievement goals for the 2025 variable cash compensation program at the 10th percentile, 50th percentile and 90th percentile of the VC Comparison Group, respectively.
Variable Cash Compensation Program
The Vital Goals are a set of predetermined, objective, measurable, and auditable operating metrics that reflect the Compensation Committee’s pay‑for‑performance philosophy. Because the Vital Goals are explicitly defined and tied to quantifiable outcomes, they are not subject to discretion or interpretation. Although the Company does not publicly disclose the specific target levels for these goals due to their competitively sensitive nature, the types of metrics included provide transparency into their design. For example, the Vital Goals for our Semiconductor Test and Product Test groups include metrics such as strategic and program design‑ins, new product releases, improved gross margins, market expansion bookings, inventory efficiency improvements, and increased revenue from key customers. As an illustration of how Vital Goals operate in practice, the 2024 Variable Cash Compensation program included a market‑expansion‑bookings Vital Goal for our SOC business unit. For that year, the Compensation Committee, for NEOs other than the CEO, and in the case of the CEO the full Board established predetermined threshold, target, and maximum goals of $14 million, $24 million, and $48 million, respectively. Because these goals were fully defined in advance and tied to objective, measurable and auditable performance, the payout calculation involved no discretion. In 2024, the SOC business unit achieved market‑expansion bookings below the $14 million threshold, and therefore did not earn any credit for that particular Vital Goal. This example demonstrates how Vital Goals translate operational performance into compensation outcomes and implement the Company’s pay‑for‑performance philosophy. The Compensation Committee, for NEOs other than the CEO, and the full Board, for the CEO, approved the full set of 2025 Vital Goals and their associated achievement ranges in January 2025. In August 2025, the Compensation Committee updated the Product Test Vital Goals solely to reflect the Company’s acquisition of Quantifi Photonics, which was integrated into the Product Test Group. Final performance determinations for 2025 were approved in January 2026 by the Compensation Committee for the NEOs other than the CEO and the Board for the CEO.
Variable Cash Compensation Payout
Variable Cash Compensation Payout The table below shows the amount of the fiscal 2025 variable cash compensation awards that were earned as compared to each named executive officer’s respective target variable cash compensation opportunity.
Variable Cash Compensation Payout
| Named Executive Officer | 2025 Target Variable Compensation Opportunity (as % of base salary) | 2025 Target Variable Compensation Opportunity ($) | Payout Percentage (as % of target) | Actual 2025 Payout ($)(1) | | Gregory S. Smith | 125% | $1,225,000 | 136% | $1,666,000 | | Sanjay Mehta | 100% | $640,000 | 136% | $870,400 | | Michelle Turner (2) | 100% | $106,667 | 136% | $145,067 | | Ryan Driscoll | 85% | $397,163 | 136% | $540,141 | | Shannon Poulin (2) | 89% | $482,083 | 145% | $699,021 | | Regan Mills | 85% | $272,000 | 131% | $356,320 |
Variable Cash Compensation Payout
(1) The payout amounts of 2025 variable compensation for each named executive officer can be found under the column “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table. (2) The amounts of the Target 2025 Variable Compensation Opportunity and the Actual 2025 Payout for Ms. Turner and Mr. Poulin are prorated based on their length of actual employment in 2025.
Profit Bonus Plan
Profit Bonus Plan Effective January 1, 2025, we replaced our prior Cash Profit Sharing Plan with a new Profit Bonus Plan to better align with market practices, strengthen compensation governance, introduce a cap, and create a more balanced mix of fixed and variable pay. As part of this transition, a portion of prior cash profit sharing compensation opportunity was converted into base salary, and the remaining component was restructured as a fixed annual target equal to 6% of model cash compensation. “Model cash compensation” is defined as base salary plus the participant’s target cash incentive opportunity under our variable cash compensation program. Under the new Profit Bonus Plan, annual payouts are determined based on the non‑GAAP profit before interest and taxes (“PBIT”) target percentage for our combined Semiconductor Test and Product Test Groups (excluding Wireless Test). The Compensation Committee, and, in the case of the Chief Executive Officer, the independent members of the Board, established a non‑GAAP PBIT target using externally benchmarked, peer‑based profitability data. The plan applies to all eligible employees, including our executive officers, and incorporates a defined payout range from 0% for performance at or below a minimum PBIT threshold, to 6% at target, and up to a capped maximum of 18% for performance at or above an upper PBIT benchmark. This structure enhances predictability, introduces a formal cap aligned with market practice, and more closely links rewards to relative profitability performance. Overall, the Profit Bonus Plan is expected to provide greater income stability through increased base salary, reduce downside risk in periods of below‑market profitability, and improve alignment with peer compensation practices including introducing a cap, while maintaining Teradyne’s strong pay‑for‑performance orientation. Beginning in 2025, all profit‑based annual awards are administered under this new plan structure. For 2025, the Compensation Committee, and, in the case of the Chief Executive Officer, the independent members of the Board, established a threshold, target, and maximum PBIT of 10%, 21%, and 36% respectively. Based on actual 2025 PBIT of 22.2%, the Profit Bonus Plan delivered a payout equal to 11.26% of model cash compensation to eligible employees. The table below sets forth the model cash compensation and pro rata portion of total model cash compensation of each eligible named executive officer under our Profit Bonus Plan, as well as each named executive officer’s actual payouts under the Profit Bonus Plan for 2025.
Profit Bonus Plan
| Named Executive Officer | 2025 Model Cash Compensation ($) | Actual Total 2025 Profit Bonus Distribution ($)(1) | | Gregory S. Smith | $2,205,000 | $248,283 | | Sanjay Mehta | $1,280,000 | $144,128 | | Michelle Turner(2) | $1,280,000 | $24,021 | | Ryan Driscoll | $864,413 | $97,333 | | Shannon Poulin(2) | $1,228,500 | $115,274 | | Regan Mills | $864,413 | $66,659 |
Profit Bonus Plan
(1) The 2025 payout amounts under the Profit Bonus Plan for each applicable named executive officer can be found under the column “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table. (2) The 2025 payout amounts under the Profit Bonus Plan for Ms. Turner and Mr. Poulin are prorated based on their respective months of employment during 2025.
2025 Equity Awards
2025 Equity Awards Equity compensation is designed to align executive compensation with shareholder return, motivate longer-term Company performance, and attract, retain and reward talented individuals. Teradyne’s equity compensation program provides three types of equity incentives:
2025 Equity Awards
| Type of Equity Incentive | Description | | Performance-Based RSUs | Split equally between awards that vest based on the achievement of TSR and cumulative PBIT percentage, in each case, measured at the end of a multi-year performance period | | Time-Based RSUs | Vest in equal installments annually over four years conditioned upon continued service, which supports Teradyne’s employee retention efforts | | Stock Options | Vest in equal installments annually over four years conditioned upon continued service, where executives only benefit if Teradyne’s stock price appreciates |
2025 Equity Awards
Equity awards are made under the shareholder-approved Equity Plan. The grant date value of awards granted to the named executive officers is based upon peer group data provided by Compensia, global survey data, and each executive’s relative contribution, performance and responsibility within the organization. The Compensation Committee assesses these factors each year for each executive officer. In January 2025, the Compensation Committee, and, in the case of the Chief Executive Officer, the independent members of the Board, approved the 2025 equity awards for Messrs. Smith, Mehta, and Driscoll. The Compensation Committee approved the 2025 equity awards for Ms. Turner and Mr. Poulin upon their respective appointments as executive officers. Mr. Mills received a non-executive employee equity grant in January 2025 and an additional equity grant in April 2025 in connection with his promotion to President, Product Test as set forth in the Grant of Plan-Based Awards Table below. The Compensation Committee and the independent members of the Board determined it was appropriate to continue to award equity in 2025 in the form of performance-based RSUs, time-based RSUs and non-qualified stock options in the proportions set forth below.
2025 Equity Awards
| Performance-Based RSUs | Time-Based RSUs | Stock Options | | | | |
2025 Equity Awards
In setting the 2025 equity award levels, the Compensation Committee considered benchmarking data against our peer group and generally aimed for the 50th-percentile when setting the final values. The 2024 and 2025 target equity award values for the named executive officers are set forth below:
2025 Equity Awards
| Named Executive Officer | 2024 Target Equity Value ($) | 2025 Target Equity Value ($) | Percentage Change | | Gregory S. Smith | $9,250,000 | $10,333,333 | 11.71% | | Sanjay Mehta | $3,400,000 | $3,400,000 | — | | Michelle Turner(1) | $— | $6,800,000 | — | | Ryan Driscoll | $800,000 | $1,200,000 | 50.00% | | Shannon Poulin(1) | $— | $3,500,000 | — | | Regan Mills(1) | $200,000 | $550,000 | 175.00% |
2025 Equity Awards
(1) Ms. Turner and Messrs. Poulin and Mills were each appointed as an executive officer in fiscal 2025. Ms. Turner and Mr. Poulin were not employed by Teradyne in fiscal 2024. The Compensation Committee in the case of Mr. Mills and Mr. Driscoll, and the independent members of the Board in the case of Mr. Smith, approved an increase in their respective target equity values based on market competitiveness and after considering their individual performance to date. Ms. Turner's and Mr. Poulin's initial equity values reflect their role and responsibilities as well as internal pay equity, market competitiveness, and historical pay considerations. The specific number of RSUs was calculated based upon the closing market price of Teradyne’s common stock on the grant date (with performance-based awards determined based on target performance) and the specific number of options was calculated based upon the Black-Scholes grant date fair value. The table below sets forth the grant date equity values of the 2025 performance-based RSUs, time-based RSUs, and stock options for each named executive officer. The grant date for the 2025 equity awards approved by the Compensation Committee or the independent members of the Board, as applicable, for Messrs. Smith, Mehta, and Driscoll was January 31, 2025. The grant dates for the 2025 equity awards approved by the Compensation Committee for Ms. Turner and Messrs. Poulin and Mills are their respective appointments as executive officers.
2025 Equity Awards
| Name of Executive Officer | Number of Performance -based RSUs at Target (#) | Number of Time-based RSUs (#) | Number of Stock Options (#) | Value of Performance -based RSUs at target (1) ($) | Value of Time-based RSUs ($) | Value of Stock Options ($) | Total Equity Value ($) | | Gregory S. Smith | 53,546 | 26,773 | 23,143 | 7,086,467 | 3,100,046 | 1,033,335 | 11,219,848 | | Sanjay Mehta | 17,619 | 8,810 | 7,615 | 2,331,787 | 1,020,110 | 340,010 | 3,691,907 | | Michelle Turner | 22,287 | 11,144 | 9,156 | 5,910,895 | 2,027,651 | 680,016 | 8,618,562 | | Ryan Driscoll | 6,219 | 2,523 | 2,134 | 823,061 | 360,107 | 120,019 | 1,303,187 | | Shannon Poulin | 25,421 | 5,046 | 4,267 | 1,995,083 | 1,035,819 | 350,009 | 3,380,911 | | Regan Mills | — | 5,618 | — | — | 550,072 | — | 550,072 |
2025 Equity Awards
The values shown for the performance-based RSUs reflect the grant date fair value of the awards as calculated pursuant to ASC 718. Performance-Based RSUs Earned performance-based RSUs will vest on the third anniversary of the applicable 2025 grant date, with (1) 50% of the performance-based RSUs eligible to vest based upon the determination of Teradyne’s TSR performance relative to the New York Stock Exchange Composite Index (ticker symbol: NYA) (the “NYA Index”) over a performance period from January 31, 2025 to December 31, 2027 and (2) 50% of the performance-based RSUs eligible to vest based on three-year cumulative PBIT, in each case, as described below.
2025 Equity Awards
| Metric | Objective | Vesting Conditions | | TSR (50% of performance-based RSUs) | | | | • Teradyne’s TSR performance measured against the NYA Index • Measured over the period from January 31, 2025 to December 31, 2027 • TSR reflects a 45-day price averaging method at both the beginning and the end of the performance period | • Aligns the interests of executive officers with the interests of shareholders • Provides a significant incentive for the executive officers to focus on increasing long-term shareholder value • The NYA Index, which consists of over 2,000 companies listed on the New York Stock Exchange, represents a broad, diverse group of high-quality investment alternatives to Teradyne’s common stock | • Teradyne’s TSR percentage point gain minus that of the NYA Index will determine the portion earned at the end of fiscal 2027 • 0% of the TSR PSUs vest if Teradyne’s TSR performance underperforms the NYA Index TSR by 25% or more • TSR PSUs begin to vest at 0% of target only if Teradyne’s TSR performance underperforms the NYA Index TSR by less than 25% • 100% of the TSR PSUs vest if Teradyne’s TSR performance is equal to the NYA Index TSR • A maximum of 200% of the TSR PSUs vest if Teradyne’s TSR outperforms the NYA Index TSR by 25% or more | | PBIT(1) (50% of performance-based RSUs) | | | | • Aggregate PBIT over a 3-year performance period (or average of 3 years of PBIT) • Measured over the period from January 1, 2025 to December 31, 2027 | • Provides an incentive to maintain a high level of profitability over the long term | • Earned portion vests based on achievement against threshold, target and maximum PBIT goals (10%, 21% and 36%, respectively) |
2025 Equity Awards
See Appendix A of this proxy statement for additional information regarding the non-GAAP financial measures discussed in this Compensation Discussion and Analysis section and reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures. The number of performance-based RSUs that may be paid out based on relative TSR performance and PBIT rate, which ranges from 0% to 200% of target, are each illustrated below:
2025 Equity Awards
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2025 Equity Awards
The final number of performance-based RSUs earned will be determined by the Compensation Committee and the independent members of the Board, as applicable, after the completion of the performance period. All of the performance-based RSUs earned will vest on the later of the third anniversary of the respective grant date and the date the Compensation Committee and the independent members of the Board, as applicable, determine the number of shares earned, generally subject to continued employment through such date. Time-Based RSUs The 2025 time-based RSUs for all employees, including named executive officers, vest in equal installments annually over four years, commencing on the first anniversary of the grant date, generally subject to continued employment through each vesting date. Stock Options The 2025 stock option grants vest in equal installments annually over four years, commencing on the first anniversary of the grant date, generally subject to continued employment through each vesting date, and have a term of seven years from the date of grant.
2026 Determination of Performance Achievement for 2023 Performance-Based RSU Grant
2026 Determination of Performance Achievement for 2023 Performance-Based RSU Grant In 2023, the Company granted performance‑based RSUs to the individuals who were serving as named executive officers at that time. Mr. Mehta and Mr. Smith are our only current NEOs who were also executive officers then, and thus the only current NEOs who received this grant. These performance‑based RSUs vested on the third anniversary of the January 27, 2023 grant date, with (1) 50% eligible to vest based on Teradyne’s relative TSR performance compared to the NYA Index over a performance period from January 27, 2023 to December 31, 2025 and (2) 50% eligible to vest based on cumulative PBIT over a three‑year period, as described below. None of our other current NEOs received this 2023 grant.
2026 Determination of Performance Achievement for 2023 Performance-Based RSU Grant
| Metric | Measurement Period | Metric Objective (50% of Target) | Vesting Conditions | | TSR | Teradyne’s TSR performance measured against the NYA Index at the end of the performance period (using a 45-day price averaging method at both the beginning and the end of the performance period on December 31, 2025) | • Aligns the interests of executive officers with the interests of shareholders • Provides a significant incentive for the executive officers to focus on increasing long-term shareholder value • The NYA Index, which consists of over 2,000 companies listed on the New York Stock Exchange, represents a broad, diverse group of high-quality | • Teradyne’s TSR percentage point gain minus that of the NYA Index determined the portion earned at the end of fiscal 2025 • 0% of the TSR PSUs vest if Teradyne’s TSR performance underperforms the NYA Index TSR by 25% or more • TSR PSUs begin to vest at 0% of target only if Teradyne’s TSR performance underperforms the NYA Index TSR by less than 25% |
2026 Determination of Performance Achievement for 2023 Performance-Based RSU Grant
| Metric | Measurement Period | Metric Objective (50% of Target) | Vesting Conditions | | | | investment alternatives to Teradyne’s common stock | • 100% of the TSR PSUs vested if Teradyne’s TSR performance is equal to the NYA Index TSR • A maximum of 200% of the TSR PSUs vested if Teradyne’s TSR outperformed the NYA Index TSR by 25% or more | | PBIT(1) | Measured over the period from January 1, 2023 to December 31, 2025 | • Provides an incentive to maintain a high level of profitability over the long term | • Earned portion vested at end of fiscal 2025 based on achievement against threshold, target and maximum PBIT goals (13%, 24% and 40%, respectively) |
2026 Determination of Performance Achievement for 2023 Performance-Based RSU Grant
See Appendix A of this proxy statement for additional information regarding the non-GAAP financial measures discussed in this Compensation Discussion and Analysis section and reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures. The number of 2023 performance-based RSUs that were eligible to be paid out based on relative TSR performance and PBIT rate are each illustrated below, which payout could range from 0% to 200% of target: In January 2026, the Compensation Committee reviewed performance against the 2023 performance-based RSU targets and determined actual achievement against those targets as described below:
2026 Determination of Performance Achievement for 2023 Performance-Based RSU Grant
| Metric | Actual Performance | % of Target Achievement | | TSR | Teradyne’s TSR percentage point gain (104.69%) minus that of the NYA Index (40.60%) was determined at the end of fiscal 2025, resulting in 64.09% | 200% | | PBIT(1) | 21.08% | 73.42% | | Total Final Achievement | | 136.71% |
2026 Determination of Performance Achievement for 2023 Performance-Based RSU Grant
(1) See Appendix A of this proxy statement for additional information regarding the non-GAAP financial measures discussed in this Compensation Discussion and Analysis section and reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures. The achievement described above resulted in the release of shares to each named executive officer as set forth in the table below:
2026 Determination of Performance Achievement for 2023 Performance-Based RSU Grant
| Name of Executive Officer | 2023 Performance- based RSUs at Target (#) | 2023 Performance- based RSUs Earned (#) | | Gregory S. Smith | 43,504 | 59,475 | | Sanjay Mehta | 20,882 | 28,548 | | Michelle Turner(1) | — | — | | Ryan Driscoll(1) | — | — | | Shannon Poulin(1) | — | — | | Regan Mills(1) | — | — |
2026 Determination of Performance Achievement for 2023 Performance-Based RSU Grant
Did not receive 2023 performance-based RSUs. Status of Performance-Based RSU Awards
2026 Determination of Performance Achievement for 2023 Performance-Based RSU Grant
| | 2023 | 2024 | 2025 | Goals | Threshold | Target | Maximum | Performance | Result(1) | | Fiscal 2023 Relative TSR(2) Performance-Based RSUs (2023-2025 Performance Period) | 100% Completed | | | TSR | N/A | N/A | N/A | 64.09% | 200% | | Fiscal 2023 PBIT(3) Performance-Based RSUs (2023-2025 Performance Period) | 100% Completed | | | PBIT | 13% | 24% | 40% | 21.08% | 73.42% | | Fiscal 2024 Relative TSR(2) Performance-Based RSUs (2024-2026 Performance Period) | | 2/3 Completed | | TSR | N/A | N/A | N/A | In progress | In progress | | Fiscal 2024 PBIT(3) Performance-Based RSUs (2024-2026 Performance Period) | | 2/3 Completed | | PBIT | 11% | 21% | 39% | In progress | In progress | | Fiscal 2025 Relative TSR(2) Performance-Based RSUs (2025-2027 Performance Period) | | | 1/3 Completed | TSR | N/A | N/A | N/A | In progress | In progress | | Fiscal 2025 PBIT(3) Performance-Based RSUs (2025-2027 Performance Period) | | | 1/3 Completed | PBIT | 10% | 21% | 36% | In progress | In progress |
2026 Determination of Performance Achievement for 2023 Performance-Based RSU Grant
(1) The final number of shares earned for the performance-based restricted stock unit awards granted in 2024 and 2025 will be determined in January 2027 and January 2028, respectively. (2) The TSR metric is based on a comparison of Teradyne’s TSR to the performance of the New York Stock Exchange Composite Index. Please see "Performance-Based RSUs" in the Compensation Discussion & Analysis for more detail. See Appendix A of this proxy statement for additional information regarding the non-GAAP financial measures discussed in this Compensation Discussion and Analysis section and reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures. Severance and Change in Control Benefits
2026 Determination of Performance Achievement for 2023 Performance-Based RSU Grant
| NAME OF PLAN | MATERIAL FEATURES | RATIONALE | | CEO Severance Agreement | • Provides for the following severance payments and benefits in connection with a termination (other than for death, disability or cause) outside of the period commencing 3 months prior to, and ending 24 months following, a change in control: ▪ 2 years’ severance payments at annual model compensation rate (i.e., salary plus target variable cash compensation) ▪ 2 years’ continued vesting of time-based equity awards ▪ 3 years’ continued vesting of performance-based equity awards ▪ 2 years’ continued health, dental and vision insurance coverage • Subject to the CEO's execution and non-revocation of a general release in favor of Teradyne and continued compliance with certain post-employment restrictive covenants, including a three-year post-employment customer and employee non-hire and non-solicitation covenant and a three-year post-employment non-competition covenant | • The employment of our CEO is “at will,” meaning we can terminate our CEO at any time, and our CEO can terminate employment with us at any time • Provides reasonable compensation if our CEO leaves Teradyne under certain circumstances in consideration for a release of claims and complying with post-employment restrictive covenants, which span multiple years • Provides for benefits which help us attract a talented CEO and maintain a consistent management team | | Former CFO Severance Agreement (Mr. Mehta) | • Provides for the following severance payments and benefits in connection with a termination (other than for death, disability or cause) outside of the period commencing 3 months prior to, and ending 24 months following, a change in control: ▪ 1 year’s severance payments at annual model compensation rate (i.e., salary plus target variable cash compensation) ▪ 1 year’s continued health, dental and vision insurance coverage • Subject to the former CFO's execution and non-revocation of a general release in favor of Teradyne and continued compliance with certain post-employment restrictive covenants, including a one-year post-employment customer and employee non-hire and non-solicitation covenant and a one-year post-employment non-competition covenant | • The employment of our former CFO is “at will,” meaning we can terminate our former CFO at any time, and our former CFO can terminate employment with us at any time • Provides reasonable compensation if our former CFO leaves Teradyne under certain circumstances in consideration for a release of claims and complying with post-employment restrictive covenants, which span multiple years | | Change in Control Agreements | • Provide for the following severance payments and benefits in connection with a termination without cause or resignation for good reason during the period commencing 3 months prior to, and ending 24 months following, a change in control: ▪ 2 years’ severance payments at annual model compensation rate (i.e., salary plus target variable cash compensation) ▪ Prorated target cash incentive for year of termination ▪ Full accelerated vesting of equity awards (with performance-based awards vesting at target) ▪ 2 years' continued health, dental and vision insurance coverage • Subject to the executive’s execution and non-revocation of a general release in favor of Teradyne and the executive’s continued compliance with certain post-employment restrictive covenants | • The employment of our named executive officers is “at will,” meaning we can terminate them at any time, and they can terminate employment with us at any time • Provide reasonable compensation if an executive officer leaves Teradyne under certain circumstances in order to facilitate transition to new employment • “Double-trigger” provisions preserve morale and productivity, and encourage executive retention in the event of a change in control |
2026 Determination of Performance Achievement for 2023 Performance-Based RSU Grant
| NAME OF PLAN | MATERIAL FEATURES | RATIONALE | | Continued Retirement Vesting | • If a named executive officer retires (or otherwise terminates due to death or a termination without cause) after at least 10 years of service and having reached the age of 60, then performance-based RSUs will vest on the third anniversary of the date of grant based on actual performance at the end of the performance period (provided any performance-based RSUs awarded less than 365 days prior to the date of termination will be prorated based on the number of days the named executive officer was employed by Teradyne during the 365 day period) • Pursuant to an Executive Retirement Policy adopted by the Board in January 2024 (the “Executive Retirement Policy”), if a named executive officer retires after reaching the age of 65 and has at least 10 years of service to Teradyne, then unvested time-based RSUs and unvested stock options granted will continue to vest (provided any time-based awards awarded less than 365 days prior to the date of termination will be prorated based on the number of days the named executive officer was employed by Teradyne during the 365 day period) and any vested stock options (including those that become vested pursuant to the Executive Retirement Policy) may be exercised for the remainder of the generally applicable term of such option, which in all cases is no later than 7 years from the date of grant • Continued vesting following retirement or termination, other than for cause, is subject to the named executive officer’s continued compliance with any post-employment obligations to Teradyne | • Preserves morale and productivity and encourages long-term retention of our executive officers • Retirement vesting is consistent with competitive market practice • Performance awards only pay out based on actual performance, consistent with governance best practices |
2026 Determination of Performance Achievement for 2023 Performance-Based RSU Grant
Other Benefits
2026 Determination of Performance Achievement for 2023 Performance-Based RSU Grant
| TYPE OF PLAN | MATERIAL FEATURES | RATIONALE | | 401(k) Plan | In the U.S., Teradyne maintains the Teradyne, Inc. Savings Plan (the “401(k) Plan”), which is available to all employees and provides a discretionary employer matching contribution. | Provides executive officers with competitive broad-based employee benefits on the same terms as are generally available to the majority of our employees. | | Supplemental Savings Plan | In the U.S., Teradyne maintains a non-qualified retirement plan, the Teradyne, Inc. Supplemental Savings Plan (the “Supplemental Savings Plan”), for certain employees whose benefits would otherwise be capped based on restrictions imposed by the Internal Revenue Service. | Provides executive officers the opportunity to participate in retirement benefits that would otherwise be capped based on restrictions imposed by the Internal Revenue Service. For additional information regarding the Supplemental Savings Plan, see the Nonqualified Deferred Compensation Table. | | Retirement Plan | Teradyne provides a separate defined benefit retirement plan, the Retirement Plan for Employees of Teradyne, Inc. (the “Retirement Plan”). | This is a legacy retirement plan that was adopted when such benefits were considered market. No named executive officer is currently accruing benefits under the Retirement Plan and no new participants were included in this retirement plan after December 1, 1999. For additional information, see the Pension Benefits Table. | | ESPP | Teradyne offers an Employee Stock Purchase Plan, which allows participating employees to purchase shares of common stock at a 15% discount through regular payroll deductions of up to 10% of their annual compensation, to a maximum of $25,000 per calendar year, not to exceed 6,000 shares. | Provides executive officers with the opportunity to purchase shares of common stock at a 15% discount on the same terms as are generally available to the majority of our employees. |
2026 Determination of Performance Achievement for 2023 Performance-Based RSU Grant
| TYPE OF PLAN | MATERIAL FEATURES | RATIONALE | | Additional Retirement Benefits | Based on age and service, Mr. Smith qualifies for broad-based employee retiree benefits, which include eligibility to receive a pro-rated amount of variable cash compensation through the date of retirement and eligibility to continue in Teradyne’s health, dental and vision programs. For additional information regarding certain other benefits that executives may be entitled to receive in connection with retirement, refer to the section entitled “Severance and Change in Control Benefits”. | Provides executive officers with competitive broad-based employee benefits on the same terms as are generally available to the majority of our employees. | | Health and Welfare Benefits | To attract and retain highly qualified employees, Teradyne offers benefit programs designed to be competitive in each country in which Teradyne operates. All U.S. employees and executive officers participate in similar healthcare, life and disability insurance, and other welfare programs. | Provides executive officers with competitive broad-based employee benefits on the same terms as are generally available to the majority of our employees. |
2026 Determination of Performance Achievement for 2023 Performance-Based RSU Grant
New-Hire Compensation Benefits In connection with their recruitment, Ms. Turner and Mr. Poulin received a sign on bonus in the amount of $200,000 and $1,000,000, respectively, both of which are subject to pro‑rated repayment if they voluntarily resign within 24 months of their start date. Further, the Company provided relocation benefits in the amount of $150,000 to both Ms. Turner and Mr. Poulin to facilitate their relocating to Massachusetts. If they voluntarily resign from the Company prior to the one-year anniversary of their start date or their relocation date, whichever is later, they must repay the full amount no later than their last day of employment with the Company. If they voluntarily resign from the Company on or after the one-year anniversary but prior to the second anniversary of their start date or their relocation date, whichever is later, they must repay 50% of the relocation benefit no later than their last day of employment with the Company.
Key Compensation and Governance Policies
| Policy | Considerations | Material Features | | Stock Ownership Guidelines | • Aligns the interests of the executive officers with those of Teradyne’s shareholders and ensures that the executive officers responsible for overseeing operations have an ongoing financial stake in Teradyne’s success. | • 6x base salary for CEO. • 3x base salary for CFO and President, Semiconductor Test. • 2x base salary for other executive officers • 5 years from executive officer designation to comply. The CEO has 5 years to comply from the date of implementation of the updated guidelines in January 2025. • During the 5-year transition period, must retain at least 50% of net-settled equity award shares until ownership requirement is met. • Compliance determination excludes any unvested grants of restricted stock units (including any unearned performance-based RSUs), any vested but unexercised stock options or any pledged Company stock. • At year end, all NEOs were at or above the stock ownership guideline investment levels or had additional time to comply. | | Anti-Hedging Policies | • Permitting hedging is viewed as a poor pay program practice, as it insulates executives from stock price movement and reduces alignment with shareholders. Our anti-hedging policies, contained in our Insider Trading Policy, were adopted in part to avoid potential or apparent conflicts of interest resulting from bets against or hedges regarding our performance. | • Prohibits employees, executives and directors from hedging Teradyne stock through short sales, prepaid variable forward contracts, equity swaps, collars and exchange funds. In addition, transactions in put options, call options or other derivative securities, on an exchange or in any other organized market, are prohibited by this policy. | | Anti-Pledging Policies | • Our anti-pledging policies, contained in our Insider Trading Policy, acknowledge that pledging raises potential risks to shareholder value, particularly if the pledge is significant. | • Prohibits holding Teradyne securities in a margin account or pledging Teradyne securities as collateral for loans. |
Key Compensation and Governance Policies
| Policy | Considerations | Material Features | | Equity Grant Timing Policy | • Equity award grants should not be timed to take advantage of the release of material nonpublic information. | • Executives are generally granted annual equity awards in the first quarter of each fiscal year at a Compensation Committee meeting that is typically scheduled more than a year in advance and the effective date of such grants will not occur during a closed trading window. • The Company does not grant employee equity awards during blackout periods or otherwise while in the possession of material nonpublic information, except for new hire grants. New hire grants are automatically issued on the first trading day of the month following the month of the employee start date, in accordance with guidelines previously approved by the Compensation Committee. • Our equity grant timing policy provides that options will not be granted during the period starting four business days before, and ending one business day after, the filing of Form 10-K or Form 10-Q or the filing or furnishing of a Form 8-K containing material non-public information (excluding a Form 8-K that discloses only a material new option award grant) or on any such date when Teradyne is in possession of material non-public information. | | Clawback Policy | • Permits the recovery of incentive compensation paid to executive officers in the event of a financial restatement that is compliant with Nasdaq listing standards and SEC requirements. | • Applies to all executive officers and allows recoupment of performance-based cash and equity awards if we are required to restate our financial statements due to Teradyne’s material noncompliance with any financial reporting requirement under applicable securities laws. |
Compensation Factors
| COMPENSATION FACTORS | | | | Internal Equity | Competitive Market Data(1) | Other Benefits Provided(2) | | Individual and Corporate Performance | General and Industry-Specific Business Environment | Roles and Responsibilities of Each Executive Officer |
Annual Equity Awards
Annual Equity Awards Prior to the beginning of each year, the Compensation Committee also approves an overall annual equity budget to be used for awards to executive officers, directors and employees, including new hires. Various factors are used in determining the annual equity award budget, including the total projected compensation expense to be incurred as a result of the equity awards, “overhang” from previously issued and outstanding awards, burn rates and competitive market data from the peer group, global survey data and compensation surveys. The Compensation Committee uses the stock price on the date of grant methodology as its calculation of the value of the awards for purposes of comparison with the equity values for peer companies and with prior year equity values for the named executive officers. The independent members of the Board determine the award types and grant date value for the Chief Executive Officer and the Compensation Committee determines the award types and grant date value for each other executive officer. Management approves equity awards for all other employees within the overall equity budget pursuant to a delegation of authority from the Compensation Committee.
Competitive Positioning
Competitive Positioning To ensure its compensation is competitive, Teradyne makes extensive use of comparative data for its worldwide employee programs and its executive officer compensation. This includes data gathered from surveys, the Compensation Committee’s compensation consultant, and public filings. For purposes of determining 2025 compensation, the Compensation Committee asked Compensia to develop a competitive analysis of Teradyne’s peer companies, to analyze executive pay packages and to advise on the relationship of Teradyne’s short-term and long-term performance incentives to total compensation. In August 2024, Compensia recommended to the Compensation Committee a peer group that reflects organizations of comparable size (approximately $1.3 billion to $5.4 billion in revenue and approximately $7.0 billion to $70.0 billion market capitalization) and operations (product type and geographic scope) to Teradyne and that provides an appropriate sample size for comparisons. The Compensation Committee reviewed and approved a peer group that included the 18 companies listed below:
Competitive Positioning
| Teradyne 2025 Peer Group | | | Cadence Design Systems | Monolithic Power Systems(1) | | Cirrus Logic(1) | ON Semiconductor | | Cognex | PTC | | Entegris | Qorvo | | Fortive | Rockwell Automation | | Keysight Technologies | Skyworks Solutions | | Marvell Technology | Teledyne Technologies | | Microchip Technology | Trimble Navigation | | MKS Instruments | Zebra Technologies |
Competitive Positioning
For 2025, the Compensation Committee revised our peer group to (i) exclude KLA-Tencor as its revenue and market capitalization were determined to be disproportionate compared to Teradyne and (ii) add Cirrus Logic and Monolithic Power Systems as their revenue and market capitalization were more appropriate for purposes of comparison with Teradyne’s business profile and otherwise met the criteria required for inclusion in the peer group. At the time the peer group was approved, Teradyne was below the median of the peer group in terms of revenue (20th percentile), and above the median of the peer group in terms of market capitalization (58th percentile).
Fiscal Year 2026 Compensation Decisions
Fiscal Year 2026 Compensation Decisions After considering feedback from our shareholders, evaluating the practices of our peers, and confirming alignment with our compensation philosophy, the Compensation Committee, for all NEOs other than the CEO, and the Board, for the CEO, approved certain changes to the performance‑based restricted stock units that vest based on relative total shareholder return and that were granted to our executive officers in fiscal 2026 (the “2026 TSR PSUs”). Beginning with the 2026 TSR PSUs, we will measure relative total shareholder return using the S&P 500 Index rather than the New York Stock Exchange Composite Index. The 2026 TSR PSUs will be measured on a percentile basis versus companies represented in the S&P 500, with payouts ranging from 0% of target at the 10th percentile to 200% of target at the 90th percentile. The Compensation Committee and the Board believe these changes strengthen the alignment of pay and performance by using a widely recognized, transparent benchmark and a payout structure that reflects our NEOs’ ability to drive sustainable growth and long‑term value creation.
Summary Compensation Table
Summary Compensation Table The table below summarizes the total compensation paid or earned by each of the named executive officers during the fiscal years ended December 31, 2025, 2024 and 2023, respectively.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(6) | All Other Compensation ($)(7) | Total ($) | | Gregory S. Smith | 2025 | $959,457 | $— | $10,186,513 | $1,033,335 | $1,914,283 | $— | $14,000 | $14,107,588 | | President and | 2024 | $925,000 | $— | $8,487,013 | $925,013 | $1,409,830 | $— | $13,800 | $11,760,656 | | Chief Executive Officer | 2023 | $850,000 | $— | $7,445,275 | $750,024 | $1,050,810 | $— | $14,328 | $10,110,437 | | Sanjay Mehta | 2025 | $626,584 | $— | $3,351,897 | $340,010 | $1,014,528 | $— | $48,038 | $5,381,057 | | Vice President, Chief | 2024 | $640,000 | $— | $3,119,682 | $340,013 | $663,880 | $— | $45,981 | $4,809,556 | | Financial Officer & Treasurer | 2023 | $600,000 | $— | $3,573,745 | $360,002 | $510,599 | $— | $23,559 | $5,067,905 | | Michelle Turner | 2025 | $118,154 | $200,000 | $7,938,546 | $680,016 | $169,088 | $— | $210,481 | $9,316,285 | | Vice President, Chief | 2024 | $— | $— | $— | $— | $— | $— | $— | $— | | Financial Officer & Treasurer | 2022 | $— | $— | $— | $— | $— | $— | $— | $— | | Ryan Driscoll | 2025 | $457,456 | $— | $1,183,168 | $120,019 | $637,474 | $— | $14,000 | $2,412,116 | | Vice President, General | 2024 | $425,000 | $— | $734,114 | $80,025 | $417,869 | $— | $14,550 | $1,671,558 | | Counsel and Secretary | 2023 | $— | $— | $— | $— | $— | $— | $— | $— | | Shannon Poulin | 2025 | $526,571 | $1,000,000 | $3,090,903 | $350,009 | $814,295 | $— | $261,321 | $6,043,100 | | President, Semiconductor | 2024 | $— | $— | $— | $— | $— | $— | $— | $— | | Test | 2023 | $— | $— | $— | $— | $— | $— | $— | $— | | Regan Mills | 2025 | $305,953 | $— | $550,072 | $— | $422,979 | $2,119 | $22,391 | $1,303,514 | | President, Product Test | 2024 | $— | $— | $— | $— | $— | $— | $— | $— | | | 2023 | $— | $— | $— | $— | $— | $— | $— | $— |
Summary Compensation Table
The amounts reported in the “Salary” column represent the annual base salary amounts earned by each named executive officer during the applicable fiscal year, and include amounts deferred under the 401(k) Plan or the Supplemental Savings Plan. The amount shown for each named executive officer’s base salary in 2025 is the resulting base salary actually paid for the named executive officer in 2025. The amounts shown in the "Bonus" column reflect the sign-on bonus paid to Ms. Turner and Mr. Poulin upon their employment with the Company. (3) The amounts reported in the “Stock Awards” column represent the fair value of the time-based and performance-based RSU awards on the date of grant, calculated in accordance with FASB ASC Topic 718, disregarding the effect of estimated forfeitures and taking into account the probable outcome of performance conditions where applicable. The amounts reported in the “Stock Awards” column do not reflect the amount of compensation actually received by the named executive officer during the applicable fiscal year. The maximum value on the date of grant of performance-based RSUs granted to the named executive officers, assuming the highest level of performance conditions is achieved for 2025, 2024 and 2023 is as set forth in the table below.
Summary Compensation Table
| Maximum Possible Value of PSUs Using Grant Date Fair Value | Gregory S. Smith | Sanjay Mehta | Michelle Turner | Ryan Driscoll | Shannon Poulin | Regan Mills | | 2025 | 12,400,000 | 4,080,000 | 8,160,000 | 1,440,000 | 4,200,058 | — | | 2024 | 11,100,174 | 4,080,174 | — | 960,153 | — | — | | 2023 | 9,000,108 | 4,320,068 | — | — | — | — |
Summary Compensation Table
The number of performance-based RSUs that are earned will be determined by the Compensation Committee and the independent members of the Board, following the completion of the applicable three-year performance period, pursuant to the TSR and PBIT formulas (for performance-based RSUs granted in 2025, as described above in “2025 Equity Awards”). For a discussion of the assumptions underlying these valuations, please see Note R to the Consolidated Financial Statements included in the 2025 Form 10-K. (4) The amounts reported in the “Option Awards” column represent the fair value of the award on the date of grant calculated in accordance with FASB ASC Topic 718, disregarding the effect of estimated forfeitures. For a discussion of the assumptions underlying these valuations, please see Note R to the Consolidated Financial Statements included in the 2025 Form 10-K. (5) The amounts reported in the “Non-Equity Incentive Plan Compensation” column represent amounts earned under the performance-based variable cash compensation program and our Profit Bonus Plan for the applicable year. (6) The amounts reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column represent the aggregate change in the actuarial present value of the named executives’ accumulated benefit under all defined benefit pension plans. No named executive officer is currently accruing benefits under our defined benefit pension plans; however, Mr. Mills has a frozen accrued pension benefit equal to $321.18 monthly. (7) The amounts reported in the “All Other Compensation” column represent the following amounts for 2025 for the named executive officers:
Summary Compensation Table
| | Company Contributions to Defined Contribution Plans (1) | Relocation Expenses (2) | Tax Assistance for Business-Related Items (2) | Total-All Other Compensation | | Gregory S. Smith | $14,000 | $— | $— | $14,000 | | Sanjay Mehta | $48,038 | $— | $— | $48,038 | | Michelle Turner | $— | $150,000 | $60,481 | $210,481 | | Ryan Driscoll | $14,000 | $— | $— | $14,000 | | Shannon Poulin | $14,000 | $150,000 | $97,321 | $261,321 | | Regan Mills | $22,391 | $— | $— | $22,391 |
Summary Compensation Table
(1) For Messrs. Mehta and Mills, amount reflects Company matching contributions to the 401(k) Plan and Supplemental Savings Plan; for each other named executive officer, amount reflects Company matching contributions to the 401(k) Plan. In 2025, Ms. Turner and Mr. Poulin relocated to Massachusetts in connection with their respective appointments as CFO and President, Semiconductor Test. The Company provided these benefits to Ms. Turner and Mr. Poulin to facilitate their relocating to fill key leadership roles at the Company.
Grants of Plan-Based Awards Table for 2025
Grants of Plan-Based Awards Table for 2025 The following table sets forth information concerning plan-based awards granted to the named executive officers during the fiscal year ended December 31, 2025.
Grants of Plan-Based Awards Table for 2025
| Name | Date Approv- ed | Grant Date | Type of Award (1) | Estimated Future Payouts under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards (8) | | | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | | Gregory S. Smith | | | VC (2) | $— | $1,225,000 | $2,450,000 | — | — | — | — | — | — | $— | | | | | PBP(3) | $— | $132,300 | $396,900 | — | — | — | — | — | — | $— | | | 1/28/25 | 1/31/25 | PRSU (4) | $— | $— | $— | — | 53,466 | 106,932 | — | — | — | $6,200,000 | | | 1/28/25 | 1/31/25 | RSU (5) | $— | $— | $— | — | — | — | 26,773 | — | — | $3,100,046 | | | 1/28/25 | 1/31/25 | SO (6) | $— | $— | $— | — | — | — | — | 23,143 | $115.79 | $1,033,335 | | Sanjay Mehta | | | VC (2) | $— | $640,000 | $1,280,000 | — | — | — | — | — | — | $— | | | | | PBP(3) | $— | $76,800 | $230,400 | — | — | — | — | — | — | $— | | | 1/28/25 | 1/31/25 | PRSU (4) | $— | $— | $— | — | 17,619 | 35,238 | — | — | — | $2,040,000 | | | 1/28/25 | 1/31/25 | RSU (5) | $— | $— | $— | — | — | — | 8,810 | — | — | $1,020,110 | | | 1/28/25 | 1/31/25 | SO (6) | $— | $— | $— | — | — | — | — | 7,615 | $115.79 | $340,010 | | Michelle Turner | | | VC (2) | $— | $640,000 | $1,280,000 | — | — | — | — | — | — | $— | | | | | PBP(3) | $— | $76,800 | $230,400 | — | — | — | — | — | — | $— | | | 10/24/25 | 11/3/25 | PRSU (4) | $— | $— | $ — | — | 22,288 | 44,576 | — | — | — | $4,080,264 | | | 10/24/25 | 11/3/25 | RSU (5) | $— | $— | $ — | — | — | — | 11,144 | — | — | $2,040,132 | | | 10/24/25 | 11/3/25 | SO (6) | $— | $— | $ — | — | — | — | — | 9,156 | $183.07 | $680,016 | | Ryan Driscoll | | | VC (2) | $— | $397,163 | $794,325 | — | — | — | — | — | — | $— | | | | | PBP(3) | $— | $51,865 | $155,595 | — | — | — | — | — | — | $— | | | 1/28/25 | 1/31/25 | PRSU (4) | $— | $— | $— | — | 6,219 | 12,438 | — | — | — | $720,098 | | | 1/28/25 | 1/31/25 | RSU (5) | $— | $— | $— | — | — | — | 3,110 | — | — | $360,107 | | | 1/28/25 | 1/31/25 | SO (6) | $— | $— | $— | — | — | — | — | 2,688 | $115.79 | $120,019 | | Shannon Poulin | | | VC (2) | $— | $578,500 | $1,157,000 | — | — | — | — | — | — | $— | | | | | PBP(3) | $— | $73,710 | $221,130 | — | — | — | — | — | — | $— | | | 5/8/25 | 4/1/25 | PRSU (4) | $— | $— | $— | — | 25,421 | 50,842 | — | — | — | $2,100,029 | | | 5/8/25 | 4/1/25 | RSU (5) | $— | $— | $— | — | — | — | 12,711 | — | — | $1,050,056 | | | 5/8/25 | 4/1/25 | SO (6) | $— | $— | $— | — | — | — | — | 11,375 | $82.61 | $350,009 | | Regan Mills | | | VC (2) | $— | $272,000 | $544,000 | — | — | — | — | — | — | $— | | | | | PBP(3) | $— | $35,520 | $106,560 | — | — | — | — | — | — | $— | | | | | PRSU (4) | $— | $— | $— | — | — | — | — | — | — | $— | | | 1/28/25 | 1/31/25 | RSU (5) | $— | $— | $— | — | 2,591 | — | — | — | — | $300,012 | | | 5/8/25 | 4/1/25 | RSU (7) | $— | $— | $— | — | 3,027 | — | — | — | — | $250,060 |
Grants of Plan-Based Awards Table for 2025
(1) Type of Award: VC – Variable Cash Compensation PBP – Profit Bonus Plan PRSU – Performance-based Restricted Stock Units RSU – Time-based Restricted Stock Units SO – Stock Options (2) The amounts reported represent the target and maximum payout levels for the variable cash compensation awards granted in 2025; the actual payouts for these awards are set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. (3) The amounts reported represent the target payout levels for the Profit Bonus Plan awards granted to named executive officers in 2025. The actual payouts for these awards are set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. The amounts reported represent the target and maximum number of performance-based RSUs granted in 2025. The final number of shares earned in respect of performance-based RSUs granted in 2025 will be determined by the Compensation Committee and the independent directors following the completion of the three-year performance period pursuant to the TSR and PBIT formulas described above in “2025 Equity Awards”, and will vest generally subject to continued employment through the later of the third anniversary of the date of grant and the date the Compensation Committee and the independent directors determine the number of shares earned. The time-based RSUs granted in 2025 vest in equal installments annually over four years, commencing on the first anniversary of the date of grant, generally subject to continued employment through each vesting date. (6) The stock options granted in 2025 vest in equal installments annually over four years, commencing on the first anniversary of the date of grant, generally subject to continued employment through each vesting date, and have a term of seven years from the date of grant. (7) These additional time-based RSUs were granted to Mr. Mills on his promotion to President, Product Test. The time-based RSUs granted in 2025 vest in equal installments annually over four years, commencing on the first anniversary of the date of grant, generally subject to continued employment through each vesting date. See footnotes (2) and (3) to the Summary Compensation Table above.
Outstanding Equity Awards at Fiscal Year-End Table for 2025
Outstanding Equity Awards at Fiscal Year-End Table for 2025 The following table sets forth information concerning the outstanding equity awards held by the named executive officers at the fiscal year ended December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End Table for 2025
| Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested (15) | 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 (19) | | Gregory S. Smith | 4,597 | — | $72.10 | 01/24/27 | | | | | | | 3,279 | — | $113.48 | 01/29/28 | | | | | | | 2,884 | 962(1) | $112.12 | 01/28/29 | | | | | | | 9,169 | 9,169(2) | $103.44 | 01/27/30 | | | | | | | 6,166 | 18,501(3) | $95.14 | 02/01/31 | | | | | | | — | 23,143(4) | $115.79 | 01/31/32 | | | | | | | | | | | 1,004 | $199,695.60(7) | | | | | | | | | 10,876 | $2,163,236.40(8) | | | | | | | | | 21,876 | $4,351,136.40(9) | | | | | | | | | 26,773 | $5,325,149.70(10) | | | | | | | | | 59,475 | $14,210,956.50(14) | | | | | | | | | | | 58,336 | $11,603,030.40(15) | | | | | | | | | 53,466 | $10,634,387.40(16) | | Sanjay Mehta | 4,919 | — | $113.48 | 01/29/28 | | | | | | | 4,806 | 1,603(1) | $112.12 | 01/28/29 | | | | | | | 4,401 | 4,401(2) | $103.44 | 01/27/30 | | | | | | | 2,266 | 6,801(3) | $95.14 | 02/01/31 | | | | | | | — | 7,615(4) | $115.79 | 01/31/32 | 1,673 | $332,760.00(7) | | | | | | | | | 5,221 | $1,038,457.00(8) | | | | | | | | | 8,042 | $1,599,554.00(9) | | | | | | | | | 8,810 | $1,752,309.00(10) | | | | | | | | | 28,548 | $6,821,259.12(14) | | | | | | | | | | | 21,443 | $4,265,012.70(15) | | | | | | | | | 17,619 | $3,504,419.00(16) | | Michelle Turner | — | 9,156(5) | $183.07 | 11/03/32 | | | | | | | | | | | 11,144 | $2,216,541.60(11) | | | | | | | | | | | 22,287 | $4,432,884.30(17) | | Ryan Driscoll | 533 | 1,601(3) | $95.14 | 02/01/31 | | | | | | | — | 2,688(4) | $115.79 | 01/31/32 | 235 | $46,741.50(7) | | | | | | | | | 653 | $129,881.70(8) | | | | | | | | | 1,893 | $376,517.70(9) | | | | | | | | | 3,110 | $618,579.00(10) | | | | | | | | | | | 5,046 | $1,003,649.40(15) | | | | | | | | | 6,219 | $1,236,959.10(16) | | Shannon Poulin | | | | | | | | | | | — | 11,375(6) | $82.61 | 04/01/32 | | | | | | | | | | | 12,711 | $2,528,217.90(12) | | | | | | | | | | | 25,421 | $5,056,236.90(18) | | Regan Mills | — | — | | | | | | | | | | | | | 549 | $109,196.10(7) | | | | | | | | | 1,112 | $221,176.80(8) | | | | | | | | | 1,578 | $313,864.20(9) | | | | | | | | | 2,591 | $515,349.90(10) | | | | | | | | | 3,027 | $602,070.30(13) | | |
Outstanding Equity Awards at Fiscal Year-End Table for 2025
(1) For each named executive officer, the vesting dates for options granted on January 28, 2022 are as follows: twenty-five percent (25%) of the options vested on January 28, 2023, January 28, 2024 and January 28, 2025 and twenty-five percent (25%) will vest on January 28, 2026, generally subject to continued employment. For each named executive officer, the vesting dates for options granted on January 27, 2023 are as follows: twenty-five percent (25%) of the options vested on each of January 27, 2024 and January 27, 2025, and twenty-five percent (25%) of the options will vest on each of January 27, 2026 and January 27, 2027, generally subject to continued employment. For each named executive officer, the vesting dates for options granted on February 1, 2024 are as follows: twenty-five percent (25%) of the options vested on February 1, 2025 and twenty-five percent (25%) of the options will vest on each of February 1, 2026, February 1, 2027 and February 1, 2028, generally subject to continued employment. (4) For each named executive officer, the vesting dates for options granted on January 31, 2025, are as follows: twenty-five percent (25%) of the options vested on January 31, 2026, and twenty-five percent (25%) of the options will vest on each of January 31, 2027, January 31, 2028 and January 31, 2029, generally subject to continued employment. (5) For Ms. Turner, the vesting dates for options granted on November 3, 2025, are as follows: twenty-five percent (25%) of the options vested on November 3, 2026 and twenty-five percent (25%) of the options will vest on each of November 3, 2027, November 3, 2028 and November 3, 2029 generally subject to continued employment. (6) For Mr. Poulin, the vesting dates for options granted on April 1, 2025, are as follows: twenty-five percent (25%) of the options vested on April 1, 2026 and twenty-five percent (25%) of the options will vest on each of April 1, 2027, April 1, 2028 and April 1, 2029 generally subject to continued employment. (7) For each named executive officer, the vesting dates for time-based RSUs granted on January 28, 2022 are as follows: twenty-five percent (25%) of the RSUs vested on each of January 28, 2023, January 28, 2024 and January 28, 2025 and twenty-five percent (25%) of the RSUs will vest on January 28, 2026, generally subject to continued employment. (8) For each named executive officer, the vesting dates for time-based RSUs granted on January 27, 2023 are as follows: twenty-five percent (25%) of the RSUs vested on each of January 27, 2024 and January 27, 2025 and twenty-five percent (25%) of the RSUs will vest on each of January 27, 2026 and January 27, 2027, generally subject to continued employment. (9) For each named executive officer, the vesting dates for time-based RSUs granted on February 1, 2024 are as follows: twenty-five percent (25%) of the RSUs vested on February 1, 2025 and twenty-five percent (25%) of the options will vest on each of February 1, 2026, February 1, 2027, and February 1, 2028, generally subject to continued employment. (10) For each named executive officer, the vesting dates for time-based RSUs granted on January 31, 2025 are as follows: twenty-five percent (25%) of the RSUs vested on January 31, 2026, and twenty-five percent (25%) of the time-based RSUs will vest on each of January 31, 2027, January 31, 2028, and January 31, 2029, generally subject to continued employment. (11) For Ms. Turner, the vesting dates for her time-based RSUs granted on November 3, 2025 are as follows: twenty-five percent (25%) of the RSUs will vest on each of November, 3, 2026, November 3, 2027, November 3, 2028 and November 3, 2029, generally subject to continued employment. (12) For Mr. Poulin, the vesting dates for his time-based RSUs granted on April 1, 2025 are as follows: twenty-five percent (25%) of the RSUs will vest on each of April 1, 2026, April 1, 2027, April 1, 2028 and April 1, 2029, generally subject to continued employment. (13) For Mr. Mills, the vesting dates for his additional time-based RSUs granted on April 1, 2025 in connection with his promotion to President, Product Test, are as follows: twenty-five percent (25%) of the RSUs will vest on each of April 1, 2026, April 1, 2027, April 1, 2028 and April 1, 2029, generally subject to continued employment. (14) Represents the number of earned shares with respect to the performance-based RSUs awarded in 2023, which were determined by the Compensation Committee and the independent directors following the end of the measurement period (December 31, 2025), pursuant to the performance metrics approved by the Compensation Committee for the 2023 grant, with the performance-based RSUs based on TSR earned at 200% of target and performance-based RSUs based on three-year cumulative PBIT earned at 73.42% of target, as further described above in “2026 Determination of Performance Achievement for 2023 Performance-Based RSU Grant”. The earned performance-based RSUs vested upon the three-year anniversary of the initial 2023 performance-based RSU grant date (January 27, 2026). (15) Pursuant to SEC rules, represents the performance-based RSUs awarded in 2024, assuming the highest level of performance conditions is achieved because performance is trending above target performance. The final number of performance-based RSUs awarded in 2024 will be determined by the Compensation Committee and the independent directors following the end of the measurement period (ending December 31, 2026) pursuant to the performance metrics approved by the Compensation Committee for the 2024 grant. The performance-based RSUs earned will vest upon the later of the three-year anniversary of the initial 2024 performance-based RSU grant date (February 1, 2027) and the date the Compensation Committee and the independent directors determine the number of shares earned, generally subject to continued employment through such date. (16) Pursuant to SEC rules, represents the performance-based RSUs awarded in 2025, assuming the highest level of performance conditions is achieved because performance is trending above target performance. The final number of performance-based RSUs awarded in 2025 will be determined by the Compensation Committee and the independent directors following the end of the measurement period (ending December 31, 2027) pursuant to the performance metrics approved by the Compensation Committee for the 2025 grant and described above in “2025 Equity Awards”. The performance-based RSUs earned will vest upon the later of the three-year anniversary of the initial 2025 performance-based RSU grant date (January 31, 2028) and the date the Compensation Committee and the independent directors determine the number of shares earned, generally subject to continued employment through such date. (17) Pursuant to SEC rules, represents the performance-based RSUs awarded to Ms. Turner on November 3, 2025, assuming the highest level of performance conditions is achieved because performance is trending above target performance. The final number of performance-based RSUs awarded to Ms. Turner on November 3, 2025 will be determined by the Compensation Committee following the end of the measurement period (December 31, 2027). Ms. Turner’s performance-based RSUs will vest on the three-year anniversary date of the grant (November 3, 2028), generally subject to continued employment through such date. Pursuant to SEC rules, represents the performance-based RSUs awarded to Mr. Poulin on April 1, 2025, assuming the highest level of performance conditions is achieved because performance is trending above target performance. The final number of performance-based RSUs awarded to Mr. Poulin on April 1, 2025 will be determined by the Compensation Committee following the end of the measurement period
Outstanding Equity Awards at Fiscal Year-End Table for 2025
(December 31, 2027). Mr. Poulin’s performance-based RSUs will vest on the three-year anniversary of the date of the grant (April 1, 2028), generally subject to continued employment through such date. Amounts have been determined based on the closing price of a share of Teradyne common stock on December 26, 2025 ($198.90).
Option Exercises and Stock Vested Table for 2025
Option Exercises and Stock Vested Table for 2025 The named executive officers exercised stock options during 2025 and vested in certain RSUs previously granted. The following table shows: (1) the number of shares acquired upon exercise of stock options and the value realized on exercise during 2025; and (2) the number of shares acquired as a result of the vesting of time- and performance-based RSUs and the value realized on vesting during 2025:
Option Exercises and Stock Vested Table for 2025
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise(1) | Number of Shares Acquired on Vesting | Value Realized on Vesting(2) | | Gregory S. Smith | 2,072 | $290,702 | 18,541 | $2,172,802 | | Sanjay Mehta | — | $— | 14,842 | $1,776,569 | | Michelle Turner | — | $— | — | $— | | Ryan Driscoll | — | $— | 1,412 | $164,823 | | Shannon Poulin | — | $— | — | $— | | Regan Mills | — | $— | 2,137 | $254,020 |
Option Exercises and Stock Vested Table for 2025
(1) The value realized on exercise equals the difference between (a) the closing price per share of our common stock on or prior to the date of exercise if the shares were held, and (b) the applicable exercise price of such stock options. (2) The value realized on vesting equals the closing price per share of our common stock as reported on the vesting date multiplied by the gross number of shares acquired on vesting.
Pension Benefits Table for 2025
Pension Benefits Table for 2025 The Company offers a qualified Retirement Plan. In 1999, the Company closed the plan to new members. Similar to most pension plans, Teradyne's Retirement Plan was designed such that the annual present value of the accrued benefit associated with the plan increases significantly as an employee both approaches retirement and increases his or her years of service. Other factors, that can influence year-on-year changes include one-time items such as discount rate changes, information updates, or mortality rate changes. None of our named executive officers are accruing benefits under the Retirement Plan; however, Mr. Mills has a frozen accrued pension benefit equal to $328.18 monthly. The table below shows the present value, as of December 31, 2025, of accumulated benefits payable to our named executive officers under the Retirement Plan. As shown below, only Mr. Mills is entitled to benefits under the Retirement Plan. To calculate the present value of the accumulated benefit under the Retirement Plan, Teradyne's actuaries used the same assumptions as used in Teradyne's financial statements for the fiscal year ended December 31, 2025, a discount rate of 5.30% for the Retirement Plan.
Pension Benefits Table for 2025
| Name | Plan Name | Number of Years Credited Service | Present Value of Accumulated Benefits | | Regan Mills | Retirement Plan | 28 | $26,738 |
Nonqualified Deferred Compensation Table for 2025
Nonqualified Deferred Compensation Table for 2025 The Company maintains the Supplemental Savings Plan, which allows certain eligible employees who are actively employed by Teradyne to defer compensation in excess of limits under the 401(k) Plan and to receive supplemental matching contributions from the Company. In addition, employees who participate in the variable cash compensation plan may defer up to 85% of each year’s variable cash compensation payment into the Supplemental Savings Plan. The Supplemental Savings Plan is unfunded and is maintained primarily for the purpose of providing deferred compensation for a select group of management or “highly compensated employees” as defined in ERISA. In general, under the Supplemental Savings Plan, distribution of the deferrals and the vested matching contributions are made in one lump sum upon the participant’s retirement, disability or other termination of employment. In addition to the conditions of the Supplemental Savings Plan itself, certain restrictions are imposed by Section 409A of the Code regarding when participants will receive distributions under the Supplemental Savings Plan. Because the Supplemental Savings Plan is intended to be an ERISA excess plan, the investment options available to participants are similar to those provided in the 401(k) Plan. Employees select the investment options from a portfolio of mutual funds. The earnings are credited based on the actual performance of the selected mutual funds. The table below shows the aggregate balance of the deferred compensation amounts in the Supplemental Savings Plan for each named executive officer as of December 31, 2025 (only Messrs. Mehta, Mills, and Driscoll participated in this plan as of this date).
Nonqualified Deferred Compensation Table for 2025
| Name | Executive Contributions in 2025 (1) | Employer Contributions in 2025 (2) | Aggregate Earnings in 2025 | Aggregate Withdrawals / Distributions | Aggregate Balance at 12/31/2025 (3) | | Gregory S. Smith | $— | $— | $— | $— | $— | | Sanjay Mehta | $543,037 | $34,038 | $150,949 | $— | $1,908,323 | | Michelle Turner | $— | $— | $— | $— | $— | | Ryan Driscoll | $— | $— | $93,512 | $— | $587,287 | | Shannon Poulin | $— | $— | $— | $— | $— | | Regan Mills | $298,341 | $8,391 | $163,803 | $353,550 | $1,231,641 |
Nonqualified Deferred Compensation Table for 2025
(1) These amounts appear in the Summary Compensation Table in the “Salary” and/or “Non-Equity Incentive Plan Compensation” columns for fiscal year 2025. (2) These amounts are included in the Summary Compensation Table in the “All Other Compensation” column. (3) The following table lists the amounts of each named executive officer’s contributions to the Supplemental Savings Plan that were previously reported in the Summary Compensation Table in the “Salary” and/or “Bonus” columns for fiscal years prior to fiscal year 2025:
Nonqualified Deferred Compensation Table for 2025
| | Gregory S. Smith | Sanjay Mehta | Michelle Turner | Ryan Driscoll | Shannon Poulin | Regan Mills | | Total Employee Contributions | — | $1,037,505 | $— | 18,757 | $— | $— |
Potential Payments upon Termination or Termination Following a Change in Control
Potential Payments upon Termination or Termination Following a Change in Control The following provides the details of potential payments and benefits that would be received by the named executive officers in the event of a termination of employment and/or a change in control, had the termination of employment and the change in control occurred on December 31, 2025. The following table does not reflect payments or benefits that are generally available to all salaried employees under standard company policies or benefits, such as the standard severance policy, subsidized rates for health, dental and vision programs for retirees, or long-term disability and life insurance.
Potential Payments upon Termination or Termination Following a Change in Control
| | Reason for Termination (1) | Cash Severance (2) | Pro-rated Variable Cash Compensation (3) | Benefits Continuation (4) | Value of Accelerated or Continued Vesting of Equity (5) | Total | | Gregory S. Smith | Change in Control | $— | $— | $— | $— | $— | | | Change in Control and Qualifying Termination | $4,410,000 | $1,225,000 | $44,936 | $46,317,862 | $51,997,798 | | | Not for Cause | $4,410,000 | $1,666,000 | $44,936 | $43,899,539 | $50,020,475 | | | Disability | $4,410,000 | $1,666,000 | $— | $33,535,176 | $39,611,176 | | | Death | $— | $1,666,000 | $— | $48,557,212 | $50,223,212 | | | Retirement | $— | $1,666,000 | $— | $32,315,863 | $33,981,863 | | Sanjay Mehta | Change in Control | $— | $— | $— | $— | $— | | | Change in Control and Qualifying Termination | $2,560,000 | $640,000 | $75,968 | $17,987,776 | $21,263,744 | | | Not for Cause | $1,280,000 | $— | $35,793 | $0 | $1,315,793 | | | Disability | $1,280,000 | $870,400 | $— | $14,170,399 | $16,320,799 | | | Death | $— | $870,400 | $— | $19,191,263 | $20,061,663 | | | Retirement | $— | $— | $— | $— | $— | | Michelle Turner | Change in Control | $— | $— | $— | $— | $— | | | Change in Control and Qualifying Termination | $2,560,000 | $106,667 | $46,982 | $6,566,951 | $9,280,600 | | | Not for Cause | $— | $— | $— | $— | $— | | | Disability | $— | $145,067 | $— | $1,126,540 | $1,271,607 | | | Death | $— | $145,067 | $— | $2,950,390 | $3,095,457 | | | Retirement | $— | $— | $— | $— | $— | | Ryan Driscoll | Change in Control | $— | $— | $— | $— | $— | | | Change in Control and Qualifying Termination | $1,728,825 | $397,163 | $75,968 | $3,687,332 | $5,889,288 | | | Not for Cause | $— | $— | $— | $— | $— | | | Disability | $— | $540,141 | $— | $1,903,381 | $2,443,522 | | | Death | $— | $540,141 | $— | $3,588,393 | $4,128,534 | | | Retiremennt | $— | $— | $— | $— | $— |
Potential Payments upon Termination or Termination Following a Change in Control
| | Reason for Termination (1) | Cash Severance (2) | Pro-rated Variable Cash Compensation (3) | Benefits Continuation (4) | Value of Accelerated or Continued Vesting of Equity (5) | Total | | Shannon Poulin | Change in Control | $— | $— | $— | $— | $— | | | Change in Control and Qualifying Termination | $2,457,000 | $482,083 | $30,959 | $8,642,886 | $11,612,928 | | | Not for Cause | $— | $— | $— | $— | $— | | | Disability | $— | $699,021 | $— | $1,861,046 | $2,560,067 | | | Death | $— | $699,021 | $— | $7,429,615 | $8,128,636 | | | Retirement | $— | $— | $— | $— | $— | | Regan Mills | Change in Control | $— | $— | $— | $— | $— | | | Change in Control and Qualifying Termination | $1,184,000 | $272,000 | $46,982 | $1,714,361 | $3,217,343 | | | Not for Cause | $— | $356,320 | $— | $— | $356,320 | | | Disability | $— | $356,320 | $— | $1,068,645 | $1,424,965 | | | Death | $— | $356,320 | $— | $1,714,361 | $2,070,681 | | | Retirement | $— | $356,320 | $— | $— | $356,320 |
Potential Payments upon Termination or Termination Following a Change in Control
Other than the entitlements in the Variable Compensation Plan and performance-based RSUs as described above, none of the named executive officers have an agreement to receive any salary continuation, bonus, benefits continuation, acceleration of equity or other payment in the event such named executive officer voluntarily terminates his or her employment with Teradyne without “Good Reason” or if the employment of that named executive officer is terminated by Teradyne for cause. (2) The amounts reported in this column for Not for Cause, Disability, Death, and Retirement reflect the pro-rated variable cash compensation that would be payable based on actual performance to each of the named executive officers; the amounts for Change in Control represent prorated variable cash bonuses at target for each of the named executive officers; the Not for Cause scenario assumes termination for Mr. Smith would also be considered a retirement. (3) The Change in Control amounts represent the value of the performance and non-performance-based RSUs and the in-the-money value of stock options that would accelerate upon termination of employment by the Company without cause or by the executive officer for good reason following a change in control as described above in the "Change in Control Agreements" section; performance awards are shown at target levels. Amounts for Not for Cause (for Mr. Smith), Death, and Retirement (for Mr. Smith) represent pro-rated values of performance-based RSUs granted in 2025 (based on target), full values of performance-based RSUs granted prior to 2025 (assuming target results for the 2024 awards and actual results for the 2023 awards), time-based RSUs, and the in-the-money value of stock options. Amounts for Disability reflect continued vesting while an employee is out on disability for a maximum of 24 months. Mr. Smith's amount upon termination of employment by the Company Not for Cause represents the value of the performance-based RSUs that would continue to vest for 36 months (target results for the 2024 and 2025 grants and actual results for the 2023 awards) and non-performance based RSUs and the in-the-money value of stock options that would continue to vest for 24 months. (4) Mr. Smith is eligible to receive a two-year severance payment, in the event of termination due to disability, to the extent he is not eligible to receive disability insurance, which payment is reduced by any compensation Mr. Smith receives from other employment. (5) Mr. Mehta is eligible to receive a one-year severance payment, in the event of termination due to disability, to the extent he is not eligible to receive disability insurance, which payment is reduced by any compensation Mr. Mehta receives from other employment.
CEO Pay Ratio
CEO Pay Ratio As required by Item 402(u) of Regulation S-K, Teradyne is providing the following information about the relationship of the annual total compensation of its employees to the annual total compensation of Mr. Smith, the Company’s Chief Executive Officer who was serving in such office on December 31, 2025. We have used the same median employee we identified for the fiscal year 2024 disclosure as there has not been a material change in our employee population or employee compensation arrangements since fiscal year 2024 that we reasonably believe would result in a significant change in our pay ratio disclosure. For our last completed fiscal year, which ended December 31, 2025, a re-calculation of the median employee’s 2025 annual total compensation was conducted as required. The pay ratio information included below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For 2025, Teradyne’s last completed fiscal year: • the median of the annual total compensation of all Teradyne employees (other than the Chief Executive Officer) was $117,600; • the annual total compensation of the Chief Executive Officer, as reported in the Summary Compensation Table of this proxy statement, was $14,107,588; and • the ratio of the annual total compensation of the Chief Executive Officer to the median of the annual total compensation of all employees was approximately 120:1. To identify the median of the annual total compensation of all its employees (the “median employee”), the Company examined the target total cash compensation for all employees, excluding our Chief Executive Officer, who were employed by the Company on the Company’s determination date, November 30, 2023. “Target total cash compensation” consists of model cash compensation plus any target profit share payments. The Company used target total cash compensation for all employees as its consistently applied compensation measure because it reasonably reflects the Company’s annual compensation structure. Given its global population, the Company used currency exchange rates as of November 30, 2023 to determine target total cash compensation and therefore the median employee. The Company included all employees in all countries, whether employed on a full-time, part-time, temporary or seasonal basis. The Company did not use any cost-of-living adjustments in identifying the median employee. Using target total cash compensation as the consistently applied compensation measure, the Company determined the median employee is a field applications engineer working in Asia. Teradyne calculated annual total compensation for the median employee using the same methodology it used for the Company’s Chief Executive Officer as set forth in the Summary Compensation Table of this proxy statement. As the median employee was not paid in US dollars, the Company used currency exchange rates as of December 31, 2025 to determine the median employee’s annual total compensation for 2025.
Pay versus Performance
Pay versus Performance In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we have provided the following disclosure regarding executive compensation for our principal executive officers (“PEOs”) and Non-PEO NEOs, and Company performance for the fiscal years listed below.
Pay versus Performance Table
Pay versus Performance Table
Pay versus Performance Table
| | Summary Compensation Table Total | Summary Compensation Table Total | Compensation Actually Paid | Compensation Actually Paid | Average Summary Compensation Table Total | Average Compensation Actually Paid | Value of Initial Fixed $100 Investment based on:4 | | | | | Year | for First PEO1 ($) | for Second PEO1 ($) | to First PEO1,2,3 ($) | to Second PEO1,2,3 ($) | for Non-PEO NEOs1 ($) | to Non-PEO NEOs1,2,3 ($) | TSR ($) | Peer Group TSR ($) | Net Income ($ Millions) | PBIT⁵ | | 2025 | — | 14,107,588 | — | 41,136,477 | 4,891,214 | 9,105,456 | 164.67 | 258.77 | 554.0 | 22.2% | | 2024 | — | 11,760,656 | — | 17,078,109 | 2,936,103 | 4,001,320 | 188.52 | 247.21 | 542.4 | 20.4% | | 2023 | 6,258,433 | 10,110,437 | 3,226,601 | 10,526,155 | 3,180,514 | 3,464,712 | 161.83 | 256.87 | 448.8 | 20.0% | | 2022 | 10,601,249 | — | (16,408,806) | — | 2,665,821 | (1,673,638) | 129.70 | 161.36 | 715.5 | 28.0% | | 2021 | 10,954,713 | — | 37,477,207 | — | 2,495,173 | 6,687,782 | 241.76 | 246.09 | 1,014.6 | 33.0% |
Pay versus Performance Table
(1) Mark E. Jagiela was our PEO from 2014 to February 1, 2023 (First PEO). Gregory S. Smith has been our PEO since February 1, 2023 (Second PEO). The individuals comprising the Non-PEO NEOs for each year presented are listed below.
Pay versus Performance Table
| 2021 | 2022 | 2023 | 2024 | 2025 | | Gregory S. Smith | Gregory S. Smith | Sanjay Mehta | Sanjay Mehta | Sanjay Mehta | | Sanjay Mehta | Sanjay Mehta | Charles J. Gray | Ryan Driscoll | Ryan Driscoll | | Charles J. Gray | Charles J. Gray | Richard J. Burns | Richard J. Burns | Michelle Turner | | Bradford B. Robbins | Richard J. Burns | Ujjwal Kumar | Ujjwal Kumar | Regan Mills | | | | | | Shannon Poulin |
Pay versus Performance Table
(2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3) Compensation Actually Paid for 2025 reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year.
Pay versus Performance Table
| Year | Summary Compensation Table Total for Second PEO ($) | Exclusion of Change in Pension Value for Second PEO | Exclusion of Stock Awards and Option Awards for Second PEO ($) | Inclusion of Pension Service Cost for Second PEO | Inclusion of Equity Values for Second PEO ($) | Compensation Actually Paid to Second PEO ($) | | 2025 | 14,107,588 | — | (11,219,848) | — | 38,248,737 | 41,136,477 |
Pay versus Performance Table
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Change in Pension Value for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Pension Service Cost for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 4,891,214 | (424) | (3,520,928) | — | 7,735,594 | 9,105,456 |
Pay versus Performance Table
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Pay versus Performance Table
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Second PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Second PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Second PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Second PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Second PEO ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Second PEO ($) | Total-Inclusion of Equity Values for Second PEO ($) | | 2025 | 22,274,195 | 16,252,281 | — | (277,739) | — | — | 38,248,737 |
Pay versus Performance Table
| Year | Average Year End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non- PEO NEOs ($) | Average Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 6,173,591 | 1,597,732 | — | (35,729) | — | — | 7,735,594 |
Pay versus Performance Table
(4) The Peer Group TSR set forth in this table utilizes the Morningstar Global Semiconductor Equipment and Materials GR USD Industry Group (“Morningstar Global Semiconductor Equipment and Materials Index”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the Morningstar Global Semiconductor Equipment and Materials Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. We determined PBIT to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in 2025. PBIT is a non-GAAP financial measure. See Appendix A of this proxy statement for additional on PBIT and the reconciliation of this measure to the most directly comparable GAAP financial measures.
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company and Peer Group Total Shareholder Return
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company and Peer Group Total Shareholder Return The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR over the five most recently completed fiscal years, and the Peer Group’s TSR over the same period. CEO compensation may appear higher than net income or TSR due to the timing and valuation of long-term incentive awards. The SEC’s definition of 'compensation actually paid' includes changes in the fair value of equity awards, which can fluctuate significantly based on stock price movements and vesting schedules.
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the five most recently completed fiscal years. CEO compensation may appear higher than net income or TSR due to the timing and valuation of long-term incentive awards. The SEC’s definition of 'compensation actually paid' includes changes in the fair value of equity awards, which can fluctuate significantly based on stock price movements and vesting schedules.
Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and PBIT
Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and PBIT The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs and our PBIT during the five most recently completed fiscal years.