8-KLeadership ChangesOther EventsExhibits & Filings

TERADYNE, INC 8-K Report, Executive Changes (Oct 27, 2020)

Filed October 27, 2020For Securities:TER

Summary

Teradyne, Inc. (TER) announced a key change to its Board of Directors through an 8-K filing on October 27, 2020. Peter Herweck was elected as a director, effective November 9, 2020, and will also serve on the Compensation and Nominating and Corporate Governance Committees. The Board has confirmed Mr. Herweck meets the independence requirements set by the SEC and Nasdaq, indicating a strengthened, independent oversight for the company. This appointment comes with a defined compensation package for Mr. Herweck, including an annual cash retainer and a significant equity award in the form of restricted stock units (RSUs). The equity grant is prorated based on his appointment date and vests in May 2021 or at the 2021 Annual Meeting of Shareholders, aligning his interests with long-term shareholder value. Investors should note this as a procedural update concerning board composition and governance.

Key Highlights

  • 1Peter Herweck appointed as a new director to the Board, effective November 9, 2020.
  • 2Mr. Herweck will serve on the Compensation and Nominating and Corporate Governance Committees.
  • 3The Board has determined Mr. Herweck to be independent, meeting SEC and Nasdaq requirements.
  • 4New director compensation includes an annual cash retainer of $80,000.
  • 5Mr. Herweck will receive restricted stock units (RSUs) valued at $98,000, prorated for his tenure.
  • 6The RSU grant vests in full on the earlier of the 2021 Annual Meeting of Shareholders or the last Thursday in May 2021.
  • 7Company issued a press release on October 26, 2020, announcing the appointment.

Frequently Asked Questions

Peter Herweck is a newly elected director to Teradyne's Board of Directors. His appointment is effective November 9, 2020, and he will also join key committees, indicating a focus on strengthening board oversight, particularly in compensation and governance matters.

Yes, the Board of Directors has determined that Mr. Herweck is independent. This means he meets the stringent criteria set by the Securities and Exchange Commission (SEC) and Nasdaq rules, ensuring he does not have any material relationships that could compromise his independent judgment.

Mr. Herweck will receive an annual cash compensation of $80,000. Additionally, he will be granted restricted stock units (RSUs) with a fair market value of $98,000, based on a prorated calculation from his appointment date to the 2021 Annual Meeting of Shareholders. This equity award is designed to align his interests with those of long-term shareholders.

The restricted stock units granted to Mr. Herweck will vest in full on the earlier of the date the 2021 Annual Meeting of Shareholders is held or the last Thursday in May 2021.