8-KLeadership ChangesExhibits & Filings

ANALOG DEVICES INC 8-K Report, Executive Changes (Dec 7, 2023)

Filed December 7, 2023For Securities:ADI

Summary

Analog Devices Inc. (ADI) announced a change to its Board of Directors on December 5, 2023. The Board's size was expanded to thirteen members with the appointment of Dr. Peter B. Henry as an independent director. Dr. Henry's appointment is effective immediately and will continue until the company's next annual shareholder meeting. In addition to his board service, Dr. Henry has been appointed to the Audit Committee. His compensation will include an annual cash retainer of $90,000 for board service and an additional $15,000 for his role on the Audit Committee. He will also receive a prorated restricted stock unit (RSU) award valued at approximately $57,945, which will vest in early 2024. This filing provides transparency on executive and director compensation and governance changes.

Key Highlights

  • 1Analog Devices Inc. appointed Dr. Peter B. Henry as an independent director.
  • 2The size of the Board of Directors was increased to thirteen members.
  • 3Dr. Henry has been appointed as a member of the Audit Committee.
  • 4Dr. Henry will receive an annual cash retainer of $90,000 for board service.
  • 5An additional cash retainer of $15,000 will be paid to Dr. Henry for his Audit Committee service.
  • 6Dr. Henry will be granted a restricted stock unit (RSU) award valued at approximately $57,945.
  • 7The RSU award is prorated for fiscal year 2023 and will vest in early 2024.

Frequently Asked Questions

Peter B. Henry has been appointed as an independent director to the Board of Directors of Analog Devices Inc. The filing does not disclose specific arrangements or understandings leading to his election, nor any transactions requiring disclosure under Item 404(a) of Regulation S-K, suggesting a standard appointment process.

Dr. Henry will receive an annual cash retainer of $90,000 for his service on the Board and an additional $15,000 for his membership on the Audit Committee. He will also be granted a restricted stock unit (RSU) award valued at approximately $57,945, which represents the prorated value of the company's fiscal 2023 annual director grant and is scheduled to vest in early 2024.

Dr. Henry's restricted stock unit (RSU) award is valued at approximately $57,945 and will vest on the earlier of the date of the company's next annual meeting of shareholders or March 8, 2024. The award is prorated for Analog Devices' fiscal year 2023.

Based on the filing, there are no disclosed arrangements or understandings between Dr. Henry and any other person concerning his election, nor any transactions requiring disclosure under Item 404(a) of Regulation S-K. The company will also enter into a standard indemnification agreement with Dr. Henry.