Skip to content
AnalystLens

Analog Devices 8-K Report, Executive Changes (Jan 23, 2026)

Reports
Leadership Changes·Regulation FD·Exhibits & Filings
Filing Date
Filed January 23, 2026
Period End
January 20, 2026
Security
ADI
In the record · 2016–202610-K1010-Q338-K146

ADI filed 10 annual reports (10-K), 33 quarterly reports (10-Q) and 146 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · Jul ’17Jul ’17
  2. Material agreement8-K · Jul ’19Jul ’19
  3. Deal closed8-K · Aug ’21Aug ’21
  4. Material agreement8-K · Apr ’25Apr ’25

01—Abstract

Summary

Summary of the 8-K filed January 23, 2026. Cited figures are marked; the original filing is the authoritative source.

Analog Devices (ADI) filed an 8-K on January 23, 2026 reporting two board-level changes and furnishing a related press release.

Susie Wee, a director and member of the Nominating and Corporate Governance Committee, informed the Board on January 20, 2026 that she will retire and not stand for re-election at the 2026 Annual Meeting, scheduled for March 11, 2026. The filing states her decision did not involve any disagreement with the Company's operations, policies or practices, and she will continue serving until that meeting. On January 20, 2026, the Board expanded from ten to eleven members and appointed Yoky Matsuoka as an independent director, also adding her to the Corporate Development Committee.

Her compensation follows the standard non-employee director program: a $100,000a annual Board retainer, a $15,000 Committee retainer, and an RSU award with a fair market value of $235,000 that vests at the earlier of the 2026 Annual Meeting or March 12, 2026, all prorated from her appointment date. She will also receive an indemnification agreement. Dr. Matsuoka's background includes executive roles at Panasonic Holdings, Google (including Google X and Nest), and Apple, along with academic positions in AI, robotics and neuroscience.

For investors, this is a governance update with limited direct financial impact. The changes refresh board composition with technology and AI-oriented expertise, and the filing discloses no related-party transactions. Shareholders will vote on the full slate, including Dr. Matsuoka, at the March 2026 annual meeting.

02—Key points

Key Highlights

  1. Susie Wee will retire from the Board and will not stand for re-election at the 2026 Annual Meeting on March 11, 2026; she is stepping down with no disagreement cited regarding company operations, policies or practices.
  2. The Board expanded from ten to eleven members, appointing Yoky Matsuoka as an independent director effective January 20, 2026.
  3. Dr. Matsuoka joins the Corporate Development Committee and will receive a $100,000 annual Board retainer plus a $15,000 Committee retainer, prorated from her start date.
  4. Dr. Matsuoka's RSU award has an aggregate fair market value of $235,000 and vests at the earlier of the 2026 Annual Meeting or March 12, 2026.
  5. Dr. Matsuoka brings experience from Panasonic Holdings, Google (Google X, Nest, healthcare), and Apple, plus academic work in AI, robotics and neuroscience.
  6. The filing reports no related-party transactions requiring disclosure under Item 404(a) and no arrangements under which she was selected as a director.
  7. The press release (Exhibit 99.1) is furnished under Item 7.01 and is not deemed filed for Exchange Act Section 18 purposes.

03—Questions

Frequently Asked Questions

  1. Why is Susie Wee leaving the Board?

    Dr. Wee informed the Board on January 20, 2026 that she decided to retire and not stand for re-election at the 2026 Annual Meeting. The filing states her decision did not involve any disagreement with the Company's operations, policies or practices.

  2. Who is Yoky Matsuoka and why was she appointed?

    Dr. Matsuoka is an executive officer at Panasonic Holdings responsible for global innovation and new business. She previously held senior roles at Google (including Google X, Nest and healthcare) and Apple, and has academic experience in AI, robotics and neuroscience. CEO Vincent Roche said her experience integrating hardware, software and AI aligns with ADI's mission.

  3. What compensation will the new director receive?

    Dr. Matsuoka receives a $100,000 annual Board retainer and a $15,000 annual retainer for Corporate Development Committee service, paid quarterly and prorated from her appointment. She also receives an RSU award with a $235,000 fair market value, vesting at the earlier of the 2026 Annual Meeting or March 12, 2026.

  4. Does this change affect ADI's financial outlook?

    The filing contains no financial results or guidance. The board changes are governance matters, and the compensation disclosed is modest relative to ADI's scale of more than $11 billion in FY25 revenue.

  5. Will shareholders vote on the new director?

    Yes. Dr. Matsuoka serves until the 2026 Annual Meeting, when all directors will be subject to election by shareholders.

04—Continue

← View all 8-K filings