Teradyne, Inc. Files Definitive Proxy Statement (DEF 14A)

Ticker: TER · Form: DEF 14A · Filed: Mar 29, 2024 · CIK: 97210

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Teradyne, SEC Filing, Corporate Governance

TL;DR

<b>Teradyne, Inc. has filed its Definitive Proxy Statement (DEF 14A) for the period ending March 29, 2024.</b>

AI Summary

TERADYNE, INC (TER) filed a Proxy Statement (DEF 14A) with the SEC on March 29, 2024. Filing is a Definitive Proxy Statement (DEF 14A) for Teradyne, Inc. The filing covers the period ending March 29, 2024. Company's Central Index Key (CIK) is 0000097210. Standard Industrial Classification (SIC) code is 3825 (Instruments for Measuring and Testing of Electricity and Electrical Signals). Fiscal year ends on December 31.

Why It Matters

For investors and stakeholders tracking TERADYNE, INC, this filing contains several important signals. This filing is a routine regulatory requirement for publicly traded companies, providing shareholders with information for upcoming meetings and votes. The DEF 14A filing details executive compensation, board of directors, and other governance matters, which are crucial for shareholder decision-making.

Risk Assessment

Risk Level: low — TERADYNE, INC shows low risk based on this filing. The filing is a standard DEF 14A, which is a routine disclosure and does not contain new financial performance data or significant strategic shifts.

Analyst Insight

Review the executive compensation and board member details within the DEF 14A to understand governance and potential shareholder voting considerations.

Key Numbers

Key Players & Entities

FAQ

When did TERADYNE, INC file this DEF 14A?

TERADYNE, INC filed this Proxy Statement (DEF 14A) with the SEC on March 29, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by TERADYNE, INC (TER).

Where can I read the original DEF 14A filing from TERADYNE, INC?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by TERADYNE, INC.

What are the key takeaways from TERADYNE, INC's DEF 14A?

TERADYNE, INC filed this DEF 14A on March 29, 2024. Key takeaways: Filing is a Definitive Proxy Statement (DEF 14A) for Teradyne, Inc.. The filing covers the period ending March 29, 2024.. Company's Central Index Key (CIK) is 0000097210..

Is TERADYNE, INC a risky investment based on this filing?

Based on this DEF 14A, TERADYNE, INC presents a relatively low-risk profile. The filing is a standard DEF 14A, which is a routine disclosure and does not contain new financial performance data or significant strategic shifts.

What should investors do after reading TERADYNE, INC's DEF 14A?

Review the executive compensation and board member details within the DEF 14A to understand governance and potential shareholder voting considerations. The overall sentiment from this filing is neutral.

How does TERADYNE, INC compare to its industry peers?

Teradyne operates in the semiconductor test equipment industry, providing automated testing equipment for semiconductor devices.

Are there regulatory concerns for TERADYNE, INC?

The filing is a DEF 14A, a mandatory filing under the Securities Exchange Act of 1934, requiring public companies to provide detailed information to shareholders regarding annual meetings and voting matters.

Industry Context

Teradyne operates in the semiconductor test equipment industry, providing automated testing equipment for semiconductor devices.

Regulatory Implications

The filing is a DEF 14A, a mandatory filing under the Securities Exchange Act of 1934, requiring public companies to provide detailed information to shareholders regarding annual meetings and voting matters.

What Investors Should Do

  1. Review the proxy statement for details on executive compensation packages for fiscal year 2023.
  2. Examine the board of directors' composition and any proposed resolutions for shareholder votes.
  3. Note any changes in corporate governance policies or practices disclosed in the filing.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a proxy statement and does not directly compare financial performance to a previous filing period.

Filing Stats: 4,498 words · 18 min read · ~15 pages · Grade level 13.5 · Accepted 2024-03-29 14:48:18

Filing Documents

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 27 Compensation Discussion and Analysis 27 2023 Executive Compensation Summary 27

Executive Compensation Objectives

Executive Compensation Objectives 30

Executive Compensation Program

Executive Compensation Program 31 2023 Executive Compensation 37 Compensation Committee Report 42

Executive Compensation Tables

Executive Compensation Tables 43 Summary Compensation Table for 2023 43 Grants of Plan-Based Awards Table for 2023 45 Outstanding Equity Awards at Fiscal Year-End Table for 2023 46 Option Exercises and Stock Vested Table for 2023 48 Retirement and Post-Employment Tables 48 Post-Termination Compensation Table 50 CEO Pay Ratio 53 Pay versus Performance 54 OTHER MATTERS 60 Shareholder Proposals for 2025 Annual Meeting of Shareholders 60 Expenses and Solicitation 61 Incorporation by Reference 61 Householding for Shareholders Sharing the Same Address 61 APPENDIX A (Reconciliation of GAAP Measures to Non-GAAP Measures) A- 1 APPENDIX B (Restated Articles of Organization ) B- 1 i Table of Contents TERADYNE, INC. 600 Riverpark Drive North Reading, Massachusetts 01864 PROXY ST ATEMENT March 29, 2024 Proxies in the form provided by Teradyne, Inc. ("Teradyne" or the "Company") are solicited by the Board of Directors ("Board") of Teradyne for use at the Annual Meeting of Shareholders (the "Annual Meeting") to be held on Thursday, May 9, 2024, at 10:00 A.M. Eastern Time, at the offices of Teradyne, Inc. at 600 Riverpark Drive, North Reading, Massachusetts 01864. Only shareholders of record as of the close of business on March 14, 2024 (the "Record Date") will be entitled to vote at the Annual Meeting and any adjournments thereof. As of the Record Date, 152,973,620 shares of common stock were issued and outstanding. Each share outstanding as of the Record Date will be entitled to one vote, and shareholders may vote in person or by proxy. Delivery of a proxy will not in any way affect a shareholder's right to attend the Annual Meeting and vote in person. Any shareholder delivering a proxy has the right to revoke it only by written notice to the Secretary or Assistant Secretary delivered at any time before it is exercised, including at the Annual Meeting. All properly completed proxy forms returned in ti

: Gender Identity

Part I: Gender Identity Directors 3 6 * — —

: Demographic Background

Part II: Demographic Background African American or Black — — — — Alaskan Native or Native American — — — — Asian — — — — Hispanic or Latinx 1 — — — Native Hawaiian or Pacific Islander — — — — White 2 6 * — — Two or More Races or Ethnicities — — — — LGBTQ+ 1 Demographic Background Undisclosed — * Includes Mr. Guertin who is retiring from the Board effective upon the conclusion of the Annual Meeting. The following matrix provides diversity information regarding the individual members of the Company's Board which have been nominated for re-election at the Annual Meeting: Herweck Johnson Maddock Matz Smith Tamer Tufano van Kralingen Demographics Race/Ethnicity African American Asian/Pacific Islander White/Caucasian Hispanic/Latinx Native American Two or More Races or Ethnicities Undisclosed Gender Male Female Non-Binary Undisclosed Sexual Orientation LGBTQ+ Undisclosed 7 Table of Contents PROPOSA L NO. 2 ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS The Company is providing shareholders with the opportunity at the Annual Meeting to vote on the following advisory resolution, commonly known as "Say-on-Pay": RESOLVED, that the shareholders of the Company approve, in a non-binding, advisory vote, the compensation of the Company's named executive officers as disclosed in the Company's proxy statement under the headings "Compensation Discussion and Analysis" and "Executive Compensation Tables" pursuant to Item 402 of Regulation S-K. The Company's Compensation Committee has implemented an executive compensation program that rewards performance. The Compensation Committee fosters a performance-oriented environment by tying a significant portion of each executive officer's cash and equity compensation to the achievement of short-term and long-term performance objectives that are important to the Company and its sharehold

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