8-KLeadership ChangesExhibits & Filings

ANALOG DEVICES INC 8-K Report, Executive Changes (Aug 19, 2020)

Filed August 19, 2020For Securities:ADI

Summary

Analog Devices Inc. (ADI) announced a key addition to its Board of Directors through an 8-K filing on August 18, 2020. Dr. Laurie H. Glimcher, MD, was elected as an independent Director, effective immediately, and will serve on the Compensation Committee. Her appointment is for a term extending to the company's next annual shareholder meeting in March 2021. Dr. Glimcher's compensation package includes an annual cash retainer of $80,000 for her board service, supplemented by an additional $10,000 for her role on the Compensation Committee. Furthermore, she will receive a pro-rated restricted stock unit (RSU) award valued at approximately $117,945, which will vest on the earlier of the next annual shareholder meeting or March 11, 2021. This addition signifies the company's commitment to bringing experienced leadership to its governance, particularly in matters of executive compensation, a crucial area for investor confidence.

Key Highlights

  • 1Dr. Laurie H. Glimcher, MD, elected as an independent Director to the Board of Directors, effective August 18, 2020.
  • 2Dr. Glimcher will serve on the Company’s Compensation Committee.
  • 3Annual cash retainer of $80,000 for board service and an additional $10,000 for Compensation Committee service.
  • 4Restricted Stock Unit (RSU) award of approximately $117,945 granted on September 15, 2020.
  • 5RSU award is pro-rated for fiscal year 2020 and vests on the earlier of the next annual meeting or March 11, 2021.
  • 6Standard director equity awards are subject to vesting upon Change in Control, death, or disability.
  • 7No undisclosed arrangements or transactions requiring disclosure under Item 404(a).

Frequently Asked Questions

Dr. Laurie H. Glimcher, MD, is a newly elected independent Director to Analog Devices' Board. Her appointment is significant as she brings her expertise to the Compensation Committee, which oversees executive remuneration policies. This suggests a focus on robust governance and potentially aligning executive compensation with shareholder interests.

Dr. Glimcher will receive an annual cash retainer of $80,000 for her role as a director, plus an additional $10,000 for her service on the Compensation Committee. She will also be granted restricted stock units (RSUs) valued at approximately $117,945, which are scheduled to vest in March 2021 or at the next annual shareholder meeting.

Dr. Glimcher's restricted stock unit award, granted on September 15, 2020, will vest on the earlier of the date of Analog Devices' next annual meeting of shareholders or March 11, 2021. Standard provisions allow for earlier vesting upon a Change in Control event, the director's death, or disability as determined by the Board.

According to the filing, there are no arrangements or understandings with other parties related to her election, and no transactions requiring disclosure under Item 404(a) of Regulation S-K. This indicates a standard appointment process for a new director.