Summary
Analog Devices Inc. (ADI) announced a change to its Board of Directors on June 24, 2022, with the election of André Andonian as an independent director. This action also increased the size of the Board to thirteen members. Mr. Andonian's appointment is effective June 27, 2022, and his term will continue until the company's next annual shareholder meeting. His compensation structure includes annual cash retainers for his board service and committee memberships, as well as a pro-rated restricted stock unit (RSU) award valued at approximately $157,192, which will vest on or before March 9, 2023, or at the next annual meeting. Furthermore, the filing outlines the standard equity compensation for non-employee directors, including future RSU awards that will vest upon a change in control or the director's death or disability. Mr. Andonian will also enter into a standard indemnification agreement. The company has confirmed there are no undisclosed arrangements or transactions requiring disclosure related to his election. The announcement was accompanied by a press release filed as an exhibit.
Key Highlights
- 1Analog Devices Inc. elected André Andonian as an independent director to its Board of Directors.
- 2The size of the Board of Directors was increased to thirteen members.
- 3Mr. Andonian's appointment is effective June 27, 2022.
- 4He will receive annual cash retainers totaling $110,000 ($90,000 for the Board, $10,000 for Nominating and Corporate Governance Committee, $10,000 for Corporate Development Committee).
- 5A pro-rated restricted stock unit (RSU) award valued at approximately $157,192 will be granted on July 15, 2022.
- 6This RSU award vests on the earlier of the next annual shareholder meeting or March 9, 2023.
- 7Standard indemnification agreements and equity compensation policies for directors are reaffirmed.