Summary
Teradyne, Inc. filed an 8-K on October 4, 2006, reporting key changes in its Board of Directors and Audit Committee composition. The most significant event is the election of Edwin J. Gillis as a new Class III director and his appointment to the Audit Committee. Mr. Gillis has been deemed independent by the Board according to SEC and NYSE standards. Furthermore, the filing details a change in the Audit Committee's leadership due to Paul J. Tufano's resignation as Chair and from the committee itself. This change was necessitated by Teradyne's expected purchases from Solectron, Inc., where Mr. Tufano serves as Executive Vice President and Chief Financial Officer, exceeding a threshold that would impact his independence under NYSE rules. James W. Bagley has been appointed as the new Chair of the Audit Committee.
Key Highlights
- 1Edwin J. Gillis appointed as a new Class III director and to the Audit Committee.
- 2Edwin J. Gillis determined to be an independent director by the Board.
- 3Mr. Gillis received an initial equity award of 11,398 restricted stock units vesting in one year.
- 4Paul J. Tufano resigned from the Audit Committee and its Chair position due to a potential conflict of interest related to Solectron, Inc.
- 5James W. Bagley appointed as the new Chair of the Audit Committee.
- 6Mr. Tufano will continue to serve on the Board of Directors.
- 7Compensation adjustments were made for the Audit Committee Chair role.